text:
EX-99.1
5
ex99_1pressrelease.htm
EXHIBIT 99.1 PRESS RELEASE
Exhibit 99.1 Press Release
Exhibit
99.1
IMPLANT
SCIENCES MAKES ASSET SALE TO ENHANCE ITS FOCUS ON SECURITY PRODUCTS
COMPANY
STRENGTHENS BALANCE SHEET WITH GROSS CASH PROCEEDS OF APPROXIMATELY $12.7
MILLION
WAKEFIELD,
MA…May 2, 2007…Implant
Sciences Corporation (AMEX: IMX)
today
announced the execution of a definitive agreement and closing on the sale of
Accurel Systems International ("Accurel"), a division of the Company's
semiconductor business unit. The Company sold substantially all of the assets
of
Accurel to Evans Analytical Group LLC ("Evans"). The Company received gross cash
proceeds of approximately $12,705,000 and Evans will also assume estimated
liabilities of approximately $3,017,000, including equipment related debt.
Transaction costs are estimated to be approximately $929,000. In addition,
the
Company will issue a warrant to purchase 350,000 shares of the Company's common
stock to Legend Merchant Group, our investment banker, in accordance with the
terms of our July 2006 engagement letter. The warrant may be exercised at a
price equal to the closing price of the Company's common stock on May 1,
2007.
In
connection with this transaction, the Company repaid a $1,500,000 secured term
note, plus accrued interest, issued to Laurus Master Fund, Ltd. on December
29,
2006. Transaction details will be disclosed in the Company's Current Report on
Form 8-K which will be filed on or before May 7, 2007.
Dr.
Anthony J. Armini, Ph.D., Chairman and CEO of Implant Sciences, commented,
"The
sale of Accurel marks another step forward for the Company as we continue to
implement our strategic plan, put in motion in July 2006. At that time, the
Company announced Legend Merchant Group had been engaged as the Company's
investment bankers and strategic advisors. We are committed to continuing the
streamlining of the Company's operations and enhancing our focus on
opportunities in our security business. The sale of Accurel provides us with
the
opportunity to concentrate our management, manpower and working capital on
the
goal of expanding our security sales and marketing reach and increasing our
efforts to expand our security product line. As additional accomplishments
in
the execution of our strategic plan are achieved, timely updates will be
provided to our shareholders and the investment community".
Dr.
Armini added, "We believe the value created in Accurel over the past two years
and the cash resources now liberated as a result of the disposition provide
us
with a stronger balance sheet, the ability to better manage certain convertible
debt obligations, and the resources necessary to expand our security business.
I
look forward to discussing the details of the Accurel transaction and our
continuing strategic plan in our scheduled conference call".
Company
Conference Call
Management
will host a conference call on Monday, May 7, 2007 at 11:00 AM Eastern Time
to
review the Accurel transaction and the Company's continuing strategic plan,
followed by a Q&A session. The call can be accessed by dialing: 866-314-5050
within the U.S. or 617-213-8051 outside the U.S. and entering the passcode:
47099483. Participants are asked to call the assigned number approximately
5
minutes before the conference call begins. A replay of the conference call
will
be available two hours after the call for the following two business days by
dialing: 888-286-8010 within the U.S. or 617-801-6888 outside the U.S. and
entering passcode: 21790140.
About
Implant Sciences
Implant
Sciences, established since 1984, uses its patented ion beam technology to
develop, manufacture and sell products through its primary business units:
(i)
trace explosives detection systems for homeland security, defense, and other
security related applications and (ii) state of the art products and services
for the medical and semiconductor industries. The Company has developed and
begun shipments of handheld, portable trace explosive detection systems to
a
growing number of locations around the world and domestically. Building on
its
proprietary core technological capabilities, it currently is working on the
development of several next generation trace explosives detection systems.
The
Company believes its strong background and experience in ion beam technology
will address many important current and future security needs in aviation,
cargo, transportation, and other related elements of the government and
commercial infrastructure. In addition to its core security market focus, the
Company has a line of medical product coatings business activities at its main
facility in Wakefield Massachusetts and operates state of the art ion implanters
at both the Wakefield location and at a modern facility in Sunnyvale, California
providing implantation services to the semiconductor industry. For further
details on the Company and its products, please visit the Company's website at
www.implantsciences.com.
Implant
Sciences believes that this press release contains forward-looking statements
as
that term is defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks and uncertainties. Such
statements are based on management's current expectations and are subject to
facts that could cause results to differ materially from the forward-looking
statements. For further information you are encouraged to review Implant
Sciences' filings with the Securities and Exchange Commission, including its
Annual Report on Form 10K for the period ended June 30, 2006 and Quarterly
Reports on Form 10Q for the periods ended September 30, 2006 and December 31,
2006. The Company assumes no obligation to update the information contained
in
this press release.
For
further information contact:
Implant
Sciences Corporation
Investor
Relations
(508)
523-3141 or
(781)
246-0700
www.implantsciences.com
Catalyst
Financial Resources
Thomas
T.
O'Brien, 503-757-4903
Thomas@catalystresearch.com

text:
IMPLANT
SCIENCES

text:
Implant
Sciences Corporation

text: Accurel Systems International

text: Evans Analytical Group LLC

text: Legend Merchant Group

text: Anthony J. Armini

text: Implant Sciences

text: Legend Merchant Group

text: Implant Sciences

text:
Implant
Sciences

text:
Implant
Sciences

text:
Implant
Sciences

text:
Implant
Sciences Corporation


dataset: buster

text:
EX-99.1
2
a06-13802_1ex99d1.htm
EX-99
Exhibit 99.1
Contacts:
Fiona Abolade
VCampus Corporation
(703) 654-7221
fabolade@vcampus.com
Jody Miller
Prosoft Learning Corporation
(602) 794-4121
jmiller@prosoftlearning.com
VCampus Completes Acquisition of
Prosoft Learning Corporation
Acquisition is Expected to Accelerate
Growth of Revenues from Professional Certifications
RESTON, Va.---June 13, 2006-VCampus
Corporation (NASDAQ: VCMP) announced
today that it has closed on its acquisition of Prosoft Learning
Corporation. The acquisition will enable
VCampus to add the market-leading CIW (Certified Internet Web Professional)
certification to its Select Partner® Program, as well as offer the CTP
(Convergence Technologies Professional) credential, which Prosoft manages for
the Telecommunications Industry Association (TIA). VCampus' management will
discuss the details of the acquisition and the synergies for future growth in
its upcoming conference call for investors.
The $2.1 million purchase price was paid with approximately $1.4 million
in cash and the balance in certain assumed liabilities and notes payable.
VCampus acquired all of the newly issued capital stock of Prosoft at closing.
Conference Call and
Webcast
Nat Kannan, chairman
and CEO, and Christopher Nelson, CFO, of VCampus will hold a conference call to
discuss the acquisition, as well as recently released financial results. The call is scheduled for 4:30 pm EDT on
Tuesday, June 20, 2006. Interested parties
may participate by dialing (800) 599-9816. International callers may dial (617)
847-8705. Please enter the passcode 90276140.
This call will also be
offered via Webcast by Thomson/CCBN and can be accessed at the VCampus Web site
at www.vcampus.com. The Webcast is also being distributed through the Thomson
StreetEvents Network to both institutional and individual investors. Individual investors can listen to the call
at www.fulldisclosure.com, Thomson/CCBN's individual investor portal, powered
by StreetEvents. Institutional investors
can access the call via Thomson's password-protected event management site,
StreetEvents (www.streetevents.com).
A replay of the call
will be available via telephone from approximately 6:30 pm EDT on June 20,
2006, until 6:30 pm EDT on June 27, 2006.
To listen to the replay, participants in the United States and Canada
should dial (888) 286-8010, and international participants should dial (617)
801-6888. The conference ID for the replay is 66534907.
About VCampus®
VCampus Corporation
(NASDAQ: VCMP), a provider of end-to-end e-learning services, helps
organizations that offer professional certifications and credentials unlock the
value of their traditional branded course content. Through its innovative Select Partner®
Program, VCampus publishes training content for online delivery to enhance and
support professional certification programs.
The Select Partner Program provides custom course development,
publishing, hosting, e-commerce, reporting, account support and marketing
services. With more than a decade of
e-learning experience, VCampus has delivered more than 3 million courses to
more than 1 million desktops/users in professional credentialing and
certification organizations, associations, non-profits, corporations,
government agencies and higher education institutions. VCampus distributes a courseware library of
more than 3,800 Web-based courses. VCampus Corporation is headquartered in
Reston, Virginia. For more information, call 800-915-9298, or visit the VCampus
Web site at www.vcampus.com. "VCampus" and "Select Partner" are registered trademarks
of VCampus Corporation.
Forward-Looking
Statements Disclaimer
This press release
contains forward-looking statements within the meaning of the federal Private
Securities Litigation Reform Act of 1995.
Statements contained herein that are not statements of historical fact
are forward-looking. Without limiting
the foregoing, references to future growth or expansion or scheduled product
launch dates are forward-looking, and words such as "anticipates", "believes", "could,"
"estimate", "expect", "intend", "plan", "may", "might", "should", "will" and "would,"
and other forms of these words or similar words, are intended to identify
forward-looking information. You should
read statements that contain these words carefully because they discuss our
future expectations, contain projections of our future results of operations or
of our financial position, or state other forward-looking information. There might be events in the future that we
are
not able to predict
accurately or control, and any forward-looking statements are subject to risks
and uncertainties that could cause our actual results to differ
materially. These risks and
uncertainties include: (1) our history of losses, projection of future losses
and our need to raise additional capital; (2) market acceptance of our new and
future products; (3) uncertainties regarding the successful implementation of
our Select Partner Program or the timely release of products; (4) uncertainties
regarding ability to achieve growth organically or otherwise and to consummate
and integrate any acquisitions, including Prosoft; (5) growing competition; and
(6) our ability to maintain and manage our growth. For additional information regarding risk
factors that could affect our future results, please refer to the discussions
of "Risk and Uncertainties'" in our
Annual Report on Form 10-K for the year ended December 31, 2005, and other SEC
filings.
About Prosoft Learning
Corporation
Prosoft Learning
Corporation offers content and certifications to enable individuals to develop
and validate critical Information and Communications Technology (ICT) workforce
skills. Prosoft is a leader in the
workforce development arena, working with state and local governments and
school districts to provide ICT education solutions for high school and
community college students. Prosoft has
created and distributes a complete library of classroom and e-learning courses.
Prosoft distributes its content through its ComputerPREP division to individuals,
schools, colleges, commercial training centers and corporations worldwide. Prosoft owns the CIW job-role certification
program for Internet technologies and the CCNT (Certified in Convergent Network
Technologies) certification, and manages the CTP (Convergence Technologies
Professional) vendor-neutral certification for telecommunications. To learn more, visit www.ProsoftLearning.com,
www.ComputerPREP.com, www.CIWcertified.com and www.CTPcertified.com.
Except for historical
information contained herein, the matters discussed in this press release are
statements of a forward-looking nature that are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Such risks and uncertainties
include, without limitation, the inability of Prosoft to return any funds to
current equity holders in exchange for cancellation of the equity interests
under the proposed plan of reorganization; doubts about Prosoft's ability to
operate as a going concern; the ability of Prosoft to sustain operations after
seeking bankruptcy protection; Prosoft's ability to obtain waivers under its
senior note obligations and the terms of such waivers; Prosoft's dependence on
the timely development, introduction and acceptance of courses, proprietary
certifications and other products; the market for technology training; the
acceptance of ICT certifications in general; the continued and improved
penetration of the academic, learning center and corporate markets; the
successful implementation of strategic relationships; the effect of changing
economic conditions; and the other risks and uncertainties outlined in the
Company's filings with the Securities and Exchange Commission, including, but
not limited to, Prosoft's Annual Report on Form 10-KSB and Quarterly Reports on
Form 10-QSB. Prosoft undertakes no obligation to update this forward-looking
information.

label: organization

text: VCampus Corporation

text: Prosoft Learning Corporation

text: VCampus

text: Prosoft Learning Corporation

text:
VCampus
Corporation

text: Prosoft Learning

text: VCampus

text: VCampus

text: VCampus

label: person

text:
Webcast
Nat Kannan

text: Christopher Nelson

text: VCampus

text: VCampus

text: VCampus

text: VCampus Corporation

text: VCampus

text: VCampus

text: VCampus

text: VCampus Corporation

text: VCampus

text: VCampus

text: VCampus Corporation

text:
Prosoft Learning
Corporation

text:
Prosoft Learning
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-99.1
7
ex99-1.txt
PRESS RELEASE
EXHIBIT 99.1
News Release
FOR IMMEDIATE RELEASE
Contacts: Chuck Coppa, CFO or Lyle Jensen, CEO
GreenMan Technologies, 800-526-0860
John Nesbett, Institutional Marketing Services, Inc. 203-972-9200
GreenMan Technologies Acquire Welch Products, Inc.
Acquisition Leverages GreenMan's Crumb Rubber Manufacturing Capabilities And
Creates Vertically Integrated Products Subsidiary With
Enhanced Growth Opportunity
DES MOINES, Iowa - October 2, 2007 - GreenMan Technologies, Inc. (OTCBB: GMTI),
a leading recycler of over 12 million scrap tires per year in the United States,
today announced it has acquired Welch Products, Inc. The October 1, 2007
transaction was structured as a share exchange in which 100 percent of Welch
Products' common stock will be exchanged for 8 million shares of GreenMan's
common stock. GreenMan has completed the acquisition of approximately 98 percent
of Welch's common stock and expects to acquire the remaining Welch common stock
over the next few days.
Headquartered in Carlisle, Iowa, Welch Products specializes in design, product
development, and manufacturing of environmentally responsible products using
recycled materials, primarily recycled rubber. The company's patented products
and processes include playground safety tiles, roadside anti-vegetation
products, construction molds and highway guard-rail rubber spacer blocks.
Through its recent acquisition of Playtribe, Inc., Welch also provides
innovative playground design, equipment and installation. Welch Products has
been a major crumb rubber customer of GreenMan for the past several years.
For the trailing twelve months ended June 30, 2007, Welch Products and Playtribe
had combined unaudited revenues of approximately $3.5 million. Based on customer
interest and quote activity, GreenMan expects continued growth in the second
half of calendar 2007 and significant growth in calendar 2008 when Welch's
EBITDA (earnings before interest, tax, depreciation and amortization) and net
income are expected to be accretive.
Through the company's National Safe Surface Initiative(R), Welch Products has
created an emerging product line and unique patented marketing program focused
on: (1) improving playground safety and accessibility; (2) lowering playground
maintenance costs; and (3) mitigating playground liability risks for schools,
community and state parks, and child care centers. Welch's Duromat Extended
LifeTM playground safety tiles are manufactured with a patented "cold-cure"
process that allows high quality crumb rubber tiles to have a unique long life,
even in extreme hot and cold temperatures. Additionally, a new market
requirement created by the American Disabilities Act ("ADA") requires schools
and other public playgrounds to provide all children access to outdoor play.
Welch Products believes that loose-fill surfacing (e.g., wood chips, mulch,
sand, and pea gravel) is rarely maintained to proper safety levels and does not
allow children in wheelchairs or with other disabilities to easily use
playground equipment. Welch Products' playground tiles are fully-ADA compliant
and, during independent tests performed by the National Program for Playground
Safety, demonstrated a 75 percent reduction in emergency room injuries given
proper supervision.
The acquisition of PlayTribe, Inc., an innovative playground design, equipment,
and installation company, provides playground equipment and recreational site
amenities that encourage safe and imaginative play. Welch and PlayTribe are
pioneering a unique, high-value-add sales strategy which circumvents the
traditional distributor channels and sells directly to the end customer. This
strategy has created enhanced customer satisfaction attributable to the
companies' comprehensive approach to providing an overall solution for
compliance, safety, accessibility, and turn-key quality installation.
Lyle Jensen, President and Chief Executive Officer of GreenMan Technologies,
states, "Welch Products has developed strong brand names and high levels of
customer satisfaction in the playground marketplace which supports a premium
price point given the products' compelling safety profile and endorsements by
various public and private organizations. The marriage of GreenMan and
Welch/Playtribe allows both companies to build on each other's strengths and
opens up a new billion dollar market".
Welch Products' Interim Chief Executive Officer & Managing Partner of First
Continental Group ("FCG"), Bruce Boland commented, "Our Welch and FCG people
have spent a great deal of human and financial resources in developing the Welch
Overall Solutions(R) Project. The objective was to prove the value of
sustainable value-add products made from used rubber that put people to work,
provide safety for children, and prove to be a wise use of taxpayer dollars. We
believe the end-result of this merger will give the Iowa Legislature on both
sides of the aisle, the National Program for Playground Safety from Cedar Falls,
Iowa, and our hard working employees who designed and developed this unique
project within the borders of Iowa, the recognition they justly deserve".
Mr. Boland added, "We feel this merger with GreenMan is based on a number of
sound business decisions that match up the strengths of both companies and we
are comfortable that Lyle Jensen can provide the necessary leadership to drive
this next phase of our business model as we look to a stronger calendar 2008. In
our view, this adds up to a win-win for our customers, school children,
bi-partisan legislatures, and all shareholders going forward. We are very
excited about the future of the combined companies and will continue to help our
combined investment grow".
Please join us Wednesday, October 3, 2007, at 2:00 PM EDT for a conference call
in which we will discuss the Welch acquisition in more detail. To participate,
please call 1-888-789-0150 and ask for the GreenMan call. A replay of the
conference call can be accessed until 11:50 PM on October 31, 2007 by calling
1-800-408-3053 and entering pass code 3238370.
About GreenMan Technologies
GreenMan Technologies pursues technological processes and unique marketing
programs to transform recycled materials into renewable fuel, alternative
energy, recycled feedstock, and innovative recycled products. Over twelve
million tires are collected and recycled annually into tire-derived fuel,
tire-derived aggregate, and crumb rubber feedstock for playground, athletic
track and field, and road surfacing. Through the company's Welch Products
subsidiary, the company develops and markets branded products and services that
provide schools and other political subdivisions viable solutions for safety,
compliance, and accessibility. To learn more about all of the companies, please
visit the following websites:
www.greenman.biz
www.welchproducts.com
www.nssi-usa.com
www.playtribe.com
"Safe Harbor" Statement: Under the Private Securities Litigation Reform Act
With the exception of the historical information contained in this news release,
the matters described herein contain "forward-looking" statements that involve
risk and uncertainties that may individually or collectively impact the matters
herein described, including but not limited to the possibility that we may not
be able to secure the financing necessary to return to profitability, the
possibility that the delisting of our stock by the American Stock Exchange could
substantially limit our stock's future liquidity and our ability to raise
capital, the possibility that we may not realize the benefits of product
acceptance, economic, competitive, governmental, seasonal, management,
technological and/or other factors outside the control of the Company, which are
detailed from time to time in the Company's SEC reports, including the annual
report on Form 10-KSB for the fiscal period ended September 30, 2006. The
Company disclaims any intent or obligation to update these "forward-looking"
statements.

text: Chuck Coppa

text: Lyle Jensen

text: GreenMan Technologies

text: GreenMan Technologies

text: Welch Products, Inc.

text: GreenMan

text: GreenMan Technologies, Inc.

text: Welch Products, Inc.

text:
Welch
Products

text: GreenMan

text: GreenMan

text: Welch

text: Welch

text: Welch Products

text: Playtribe, Inc.

text: Welch

text: Welch Products

text: GreenMan

text: Welch Products

text: GreenMan

text: Welch

text: Welch Products

text: Welch

text: Welch Products

text: Welch Products

text: PlayTribe, Inc.

text: Welch

text: Lyle Jensen

text: GreenMan Technologies

text: Welch Products

text: GreenMan

text: Welch Products

text: Welch

text: Welch

text: GreenMan

text: Lyle Jensen

text: Welch

text: GreenMan

text: GreenMan Technologies

text: GreenMan Technologies

text: Welch Products


text:
EX-99.1
2
eh1801108_ex9901.htm
EXHIBIT 99.1
EXHIBIT 99.1
FINAL
MOVADO GROUP COMPLETES ACQUISITION OF MVMT
Paramus, NJ - October 1, 2018 -- Movado Group, Inc. (NYSE: MOV) (the "Company") today announced that it has completed its previously announced acquisition of MVMT Watches Inc., the owner of MVMT ("MVMT"), a global aspirational lifestyle brand. The purchase price was comprised of an initial payment of approximately $100 million, or approximately $85 million net of tax benefits that are anticipated to be generated from the acquisition, subject to working capital and other closing adjustments, and two future contingent payments that combined could total up to an additional $100 million before tax benefits. The exact amount of the future payments will be determined by MVMT's future financial performance with no minimum required future payment. The acquisition was funded through cash on hand, although the Company anticipates replenishing a portion of its cash through approximately $50 million of borrowings under its revolving credit facility by October 31, 2018.
As previously announced, the benefits of the transaction include:
-
Adds a category-leading millennial brand created though world-class digital execution that has a strong track record of growth, category-leading site traffic and growing customer relationships that will position Movado Group to accelerate its digital strategy.
-
Provides a significant global growth opportunity for Movado Group's portfolio as MVMT continues to cross-sell products within its existing portfolio, expand product offerings within its core categories of watches, sunglasses and accessories, and grow its presence in new markets through its direct-to-consumer and wholesale business.
-
Allows MVMT to benefit from Movado Group's global infrastructure and distribution network to help accelerate MVMT's expansion in untapped categories, channels and geographies.
-
Increases Movado Group's exposure to both aspirational and millennial consumers through MVMT's differentiated and affordable watches, sunglasses and accessories.
-
Strengthens Movado Group's digital and direct-to-consumer capabilities.
In its last fiscal year ended December 31, 2017, MVMT achieved revenue of approximately $71 million. Movado Group expects the transaction to be accretive to its results for the fiscal year ending January 31, 2019, exclusive of transaction-related charges and the amortization of anticipated purchase accounting adjustments.
Efraim Grinberg, Movado Group's Chairman and Chief Executive Officer, stated, "We are pleased to officially welcome MVMT to Movado Group having closed on this strategic acquisition. MVMT provides many benefits to our Company - we add a strong digital brand to our portfolio; broaden our customer reach to millennials, an important consumer segment; and increase the sales and earnings potential of our Company with an acquisition that we expect will be accretive to fiscal 2019 results. We expect to leverage the strengths of MVMT combined with our scale and operating platform to take the brand to a greater level of growth. With the closing of this acquisition, we are well positioned to capitalize on the full potential of our owned and licensed brands portfolio as we focus on delivering sustainable long-term growth".
Jake Kassan, Co-founder and Chief Executive Officer of MVMT, stated, "I am excited to officially be part of the Movado team. The entire MVMT team shares in my excitement as we will now be able to benefit from the resources and brand expertise of Movado Group that will help MVMT achieve our long-term objectives".
Kramer LaPlante, Co-founder and Chief Operating Officer of MVMT, added, "I, along with the 39 associates at MVMT, share in the enthusiasm to be part of Movado Group. We expect Movado Group's scale, relationships and expertise in the timepiece category to accelerate the growth and development of our business as we maximize both businesses' focus on product innovation, unique design and value for the consumer".
CONTACT:
ICR, Inc.
Investors:
Rachel Schacter/Allison Malkin
203-682-8200
Media:
Alecia Pulman/Brittany Fraser
Alecia.Pulman@icrinc.com / Brittany.Fraser@icrinc.com
203-682-8200
Movado Group, Inc. designs, sources, and distributes MOVADO®, MVMT®, OLIVIA BURTON®, EBEL®, CONCORD®, COACH®, TOMMY HILFIGER®, HUGO BOSS®, LACOSTE®, SCUDERIA FERRARI®, REBECCA MINKOFF® and URI MINKOFF® watches worldwide, and operates Movado company stores in the United States and Canada.
Safe Harbor
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company has tried, whenever possible, to identify these forward-looking statements using words such as "expects", "anticipates", "believes", "targets", "goals", "projects", "intends", "plans", "seeks", "estimates", "may", "will", "should" and variations of such words and similar expressions. Similarly, statements in this press release that describe the Company's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the Company's actual results, performance or achievements and levels of future dividends to differ materially from those expressed in, or implied by, these statements. These risks and uncertainties may include, but are not limited to, general economic and business conditions which may impact disposable income of consumers in the United States and the other significant markets (including Europe) where the Company's products are sold, uncertainty regarding such economic and business conditions, trends in consumer debt levels and bad debt write-offs, general uncertainty related to possible terrorist attacks, natural disasters, the stability of the European Union (including the impact of the June 23, 2016 referendum advising that the United Kingdom exit from the European Union) and defaults on or downgrades of sovereign debt and the impact of any of those events on consumer spending, changes in consumer preferences and popularity of particular designs, new product development and introduction, the ability of the Company to successfully implement its business strategies, competitive products and pricing, the impact of "smart" watches and other wearable tech products on the traditional watch market, seasonality, availability of alternative sources of supply in the case of the loss of any significant supplier or any supplier's inability to fulfill the Company's orders, the loss of or curtailed sales to significant customers, the Company's dependence on key employees and officers, the ability to successfully integrate the operations of acquired businesses without disruption to other business activities, the continuation of the company's major warehouse and distribution centers, the continuation of licensing arrangements with third parties, losses possible from pending or future litigation, the ability to secure and protect trademarks, patents and other intellectual property rights, the ability to lease new stores on suitable terms in desired markets and to complete construction on a timely basis, the ability of the Company to successfully manage its expenses on a continuing basis, information systems failure or breaches of network security, the continued availability to the Company of financing and credit on favorable terms, business disruptions, disease, general risks associated with doing business outside the United States including, without limitation, import duties, tariffs, quotas, political and economic stability, changes to existing laws or regulations, and success of hedging strategies with respect to currency exchange rate fluctuations, and the other factors discussed in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. These statements reflect the Company's current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated with the passage of time. The Company assumes no duty to update its forward looking statements and this release shall not be construed to indicate the assumption by the Company of any duty to update its outlook in the future.

text: MOVADO GROUP

text: MVMT

text: Movado Group, Inc.

text: MVMT Watches Inc.

text: MVMT

text: MVMT

text: MVMT

text: Movado Group

text: Movado Group

text: MVMT

text: MVMT

text: Movado Group

text: MVMT

text: Movado Group

text: MVMT

text: Movado Group

text: MVMT

text: Movado Group

text: Movado Group

text: MVMT

text: Movado Group

text: MVMT

text: MVMT

text: MVMT

text: MVMT

text: Movado Group

text: MVMT

text: MVMT

text: MVMT

text: Movado Group

text: Movado Group

text: Movado Group, Inc.

text: MVMT


text:
EX-99.1
3
exhibit991_8point361920188.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
Contacts:
Investors
Bob Okunski
408/240-5447
Bob.Okunski@sunpower.com
Media
Natalie Wymer
650/223-9132
Natalie.Wymer@sunpower.com
8point3 Energy Partners Announces Closing of Merger Transaction
SAN JOSE, CA, June 19, 2018 - 8point3 Energy Partners LP (NASDAQ:CAFD) (8point3 or the Partnership) today announced that it has closed the mergers and other transactions contemplated by the Agreement and Plan of Merger and Purchase Agreement, dated as of February 5, 2018, by and among the Partnership and certain affiliates of the Partnership, Capital Dynamics Clean Energy and Infrastructure V JV, LLC, an equity fund managed by Capital Dynamics, Inc., and certain other co-investors (collectively, Capital Dynamics). As previously disclosed, a majority of the outstanding 8point3 public Class A shareholders approved the transactions at a special meeting held on May 23, 2018.
As a result of the transactions, 8point3's Class A shares will no longer be publicly traded on the NASDAQ stock exchange. 8point3 intends to file the relevant form with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, requesting the deregistration of its Class A shares and the suspension of 8point3's reporting obligations under the Exchange Act.
Pursuant to the transactions, the Partnership's Class A shareholders, and the sponsors of the Partnership, First Solar, Inc. (NASDAQ: FSLR) and SunPower Corporation (NASDAQ: SPWR), as indirect holders of common and subordinated units in 8point3 Operating Company, LLC, the Partnership's operating company (OpCo), received $12.48 per share or per unit in cash (merger consideration). No consideration was received by the sponsors for the incentive distribution rights they owned in OpCo or their interests in 8point3 General Partner, LLC, the general partner of the Partnership.
The Partnership's Class A shares held of record by shareholders in book-entry form with The Depository Trust Company will receive the merger consideration for their respective interests on or about June 25, 2018.
Goldman Sachs acted as financial advisor to SunPower, BofA Merrill Lynch acted as financial advisor to First Solar, and Evercore acted as financial advisor to the Conflicts Committee of the general partner. Baker Botts L.L.P. acted as legal counsel to SunPower, Skadden, Arps, Slate, Meagher & Flom, LLP acted as legal counsel to First Solar, and Richards, Layton & Finger P.A. acted as legal counsel to the Conflicts Committee of the general partner.
Amis, Patel & Brewer, LLP acted as transaction legal counsel, and Stoel Rives LLP acted as tax and regulatory counsel, to Capital Dynamics.
About 8point3
8point3 Energy Partners LP is a limited partnership that owns, operates and acquires solar energy generation projects. The partnership owns interests in projects in the U.S. that generate long-term contracted cash flows and serve utility, commercial and residential customers. For more information about 8point3, please visit www.8point3energypartners.com.
About Capital Dynamics
Capital Dynamics, Inc. is an independent, global asset manager, investing in private equity, private credit and clean energy infrastructure. We are client-focused, tailoring solutions to meet investor requirements. The Firm manages investments through a broad range of products and opportunities including separate account solutions, investment funds and structured private equity products. Capital Dynamics currently has $15 billion in assets under management and advisement.
For 8point3 Investors
This press release includes various "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. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions. You can identify our forward-looking statements by words such as "anticipate", "believe", "estimate", "expect", "forecast", "goals", "objectives", "outlook", "intend", "plan", "predict", "project", "risks", "schedule", "seek", "target", "could", "may", "will", "should" or "would" or other similar expressions that convey the uncertainty of future events or outcomes. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could cause future outcomes to differ materially from those set forth in forward-looking statements. In particular, expressed or implied statements concerning expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of the Partnership and its subsidiaries, including guidance regarding the Partnership's revenue, net income, adjusted EBITDA, cash available for distribution and distributions, other future actions, conditions or events such as the commercial operation dates of projects, future operating results or the ability to generate sales, income or cash flow or to make distributions are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Forward-looking statements speak only as of the date of this press release, June 19, 2018, and we disclaim any obligation to update such statements for any reason, except as required by law. All forward-looking statements contained in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to in this paragraph. Many of the factors that will determine these results are beyond our ability to control or predict. These factors include the risk factors described under "Risk Factors" in the Partnership's Annual Report on Form 10-K for the fiscal year ended November 30, 2017, filed with the Securities and Exchange Commission on February 5, 2018. If any of those risks occur, it could cause our actual results to differ materially from those contained in any forward-looking statement. Because of these risks and uncertainties, you should not place undue reliance on any forward-looking statement.
Additional Information and Where to Find It
This press release contains information about the transactions involving the Partnership and its subsidiaries and affiliates of Capital Dynamics. Investors and shareholders of the Partnership are able to obtain free copies of documents pertaining to the transactions and other documents filed with the SEC by the Partnership through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders of the Partnership will be able to obtain free copies of documents filed by the Partnership with the SEC from the partnership's website, www.8point3energypartners.com, under the heading "SEC Filings" in the "Investors" tab.

text: 8point3 Energy Partners

override: organization

text: 8point3 Energy Partners LP

label: fund

text: Capital Dynamics, Inc.

text: Goldman Sachs

text: BofA Merrill Lynch

text: Evercore

text: Baker Botts L.L.P.

text: Richards, Layton & Finger P.A.

text: Amis, Patel & Brewer, LLP

text: Stoel Rives LLP

text: 8point3 Energy Partners LP

text: Capital Dynamics, Inc.


text:
EX-99.7
3
f8k082907ex99vii_riverhawk.htm
PRESS RELEASE OF AUGUST 29, 2007
f8k082907ex99vii_riverhawk.htm
Exhibit
99.7
River
Hawk Aviation Asset Purchase Agreement Finalized
TRAVERSE
CITY, MI, Aug 30, 2007 (MARKET WIRE via COMTEX) -- River Hawk Aviation, Inc.
(PINKSHEETS: RHWA) (River Hawk) announced today that it amended its asset
purchase agreement with privately held River Hawk Aviation, Inc. (RHA) and
finalized the agreement. Management intends to transfer the assets acquired
into
one of its existing subsidiaries or to create a new subsidiary that will
continue the operations previously conducted through the private River Hawk.
In
connection with closing the asset purchase agreement, River Hawk announced
that
it has approved a Class A preferred and a Class B preferred stock issuance
of
which 3.5 million shares of Class A and 2.0 million shares of Class B will
be
issued to the owner of RHA in exchange for all of his inventories and
intellectual property including customer lists and industry
contacts.
RHA
is
owned by Calvin Humphrey who is River Hawk's CEO and Chairman. The agreement
to
acquire the assets to RHA was commenced prior to Humphrey joining River Hawk
in
an official capacity. The original asset purchase agreement and closing date
has
previously been extended and the agreement has been amended to allow for its
completion.
RHA
is a
wholesaler and retailer of aviation parts and components and also provides
aircraft brokerage services as well as various management and advisory services
including expert appraisals to its aviation clientele. The estimated retail
value of aviation parts and components transferred to River Hawk in this
transaction is approximately $4 million.
In
2006,
RHA's gross revenue was in excess of $1.25 million. Internal estimates of gross
revenue for 2007, through August 29, 2007 are estimated to be approximately
$300,000 and the forecast for all of 2007 is expected to be $500,000 or more.
The decline in sales revenues is largely due to Mr. Humphrey's decision to
become a member of River Hawk's management and the time commitment associated
with this decision. Internal estimates are that revenues should rebound strongly
in 2008 to amounts in excess of $1 million.
Robert
Scott, CFO of River Hawk, commented, "The decision to acquire the assets of
RHA
and to avail us of the management and leadership attributes of Calvin Humphrey
is sound and fits our strategic plan extremely well. Within the past few days
the Company announced the closing of a merger with Profile Aviation Services,
Inc. and Profile Aviation Center, Inc. By amending the terms of the Company
agreement with RHA we were able to close this agreement. These two transactions
combined give us several profit centers to engage as we operate and grow our
holdings. The synergies between our Profile entities and RHA give us an
excellent platform from which to grow and prosper".
About
River Hawk Aviation, Inc.
River
Hawk Aviation, Inc. is a holding company concentrating on the acquisition and
development of aviation niche companies. Presently, the Company's operating
subsidiary base is comprised of Profile Aviation Center, Inc. and Profile
Services, Inc. of Hickory, North Carolina. The Company has also agreed to
acquire River Hawk Aviation, Inc. (a private entity) of San Antonio, Texas
and
upon satisfaction of certain terms and conditions of the agreement expects
to
take control of this corporation soon.
The
combined synergies associated with the Company's current holdings will provide
revenues from charter aircraft operations, aviation management services to
private aircraft owners, certified aircraft maintenance services, fueling and
other fixed base operation services as well as aviation parts and components
sales within the aviation industry with a specialization in Saab and other
commuter aircraft parts and components. The Company and its subsidiaries are
also able to offer consulting services, marketing and appraisals to the aviation
community. At present, the Company maintains offices and a fixed base operation
including aviation hangars in Hickory, North Carolina, offices and inventory
warehousing in San Antonio, Texas, and executive offices in
Michigan.
The
Company's plan for future growth and development will focus on the acquisition
of aviation-related operating businesses and airlines that display the potential
for restructuring into profitable and sustainable aviation-related growth
concerns.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended ("the Exchange Act"), and as
such,
may involve risks and uncertainties. Forward-looking statements which are based
upon certain assumptions and describe future plans, strategies and expectations,
are generally identifiable by the use of words as "believe", "expect", "intend,"
"anticipate", "project", or other similar expressions. These forward-looking
statements relate to, among other things, future performance, and perceived
opportunities in the market and statements regarding the Company's mission
and
vision. The Company's actual results, performance and achievements may differ
materially from the results, performance, and achievements expressed or implied
in such forward-looking statements. Additional factors that could materially
affect these forward-looking statements and/or predictions include, among other
things: (1) managing acquisitions and expansion of operations; (2) our ability
to obtain necessary financing and to manage existing debt; (3) the risks
inherent in the investigation, involvement and acquisition of a new business
opportunity; (4) the Company's ability to comply with federal, state and local
government and international regulations; and (5) other factors over which
we
have little or no control. Further information on potential factors that could
affect River Hawk Aviation, Inc. is found in the Company's Form 10-K and other
documents filed with the U. S. Securities and Exchange
Commission.

text: River Hawk Aviation, Inc.

text: River Hawk Aviation, Inc.

text:
Robert
Scott

text: River Hawk Aviation, Inc.

text:
River
Hawk Aviation, Inc.

text: River Hawk Aviation, Inc.

text: River Hawk Aviation, Inc.


text:
EX-99.1
10
d296933dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Microbot Medical Closes Merger Transaction; Initiates Trading on NASDAQ as "MBOT"
Innovative Company is Advancing Transformational Micro-Robotic Technologies to Treat and Diagnose Various Medical Conditions
Hingham, MA - November 28, 2016 - Microbot Medical Ltd., a medical device company specializing in the research, design and development of
transformational micro-robotic medical technologies, today announced that it has closed its merger transaction with StemCells, Inc. (Nasdaq: STEM), pursuant to which Microbot became a wholly-owned subsidiary of StemCells, Inc. StemCells will be
renamed Microbot Medical Inc. and will begin trading on NASDAQ under the symbol "MBOT" on November 29, 2016.
"Microbot Medical's
founding principle is to improve the quality of life of millions of patients globally by advancing micro-robotic technologies to perform surgical procedures within the human body, and offer physicians and their patients less invasive and more
precise solutions. Our vision, which helped guide the development of multiple products based on our unique ViRob and TipCAT micro-robotic technology platforms, is becoming a reality as our lead product candidates for Cerebrospinal Fluid (CSF)
and Gastrointestinal (GI) Disorders continue to progress", commented Harel Gadot, Chairman and Chief Executive Officer of Microbot Medical.
"The
completion of this merger is a significant milestone and enables us to capitalize on Microbot Medical's unique core capabilities and fund our next generation of micro-robotic medical products. We anticipate FDA submission for these
products in the near future, and once commercialized, our robust pipeline is expected to deliver a succession of new product launches and applications driving our short, mid and long term revenue prospects", concluded Mr. Gadot.
Following the completion of the merger and one-for-nine reverse stock split, there are approximately 39 million shares of common stock
outstanding. Under the terms of the merger agreement with StemCells, the shareholders of Microbot Medical, and certain advisors and consultants with respect to the merger, received shares of StemCells common stock representing approximately 95%
of the outstanding shares of StemCells calculated on a fully diluted basis. Stockholders of StemCells prior to the merger have retained approximately 5% of the company.
Microbot's leadership includes Mr. Gadot, a co-founder who previously served as a Worldwide Group Marketing
Director at Johnson & Johnson's surgical device company Ethicon Inc. Additionally, Prof. Moshe Shoham, an inventor of Microbot's technologies and a co-founder of the Company will remain on the Board of Directors and the company's
Scientific Advisory Board. Professor Shoham also founded Mazor Robotics Ltd. (Nasdaq GM: MZOR; TASE: MZOR). The current members of the Board of Directors of Microbot Medical will serve on the Board of Directors of the company, with the addition of
Scott Burell, a seasoned public company executive who currently serves as Chief Financial Officer, Secretary and Treasurer of CombiMatrix Corporation (Nasdaq: CBMX). The Company's corporate headquarters will be located in Hingham,
Massachusetts and Yokneam, Israel.
About Microbot Medical Inc.
Microbot Medical is a medical device company specializing in the design and development of transformational micro-robotic medical technologies. The
Company is primarily focused on leveraging its micro-robotic technologies with the goal of allowing more physicians to treat more patients while improving surgical outcomes for patients. The Company is currently developing its first two product
candidates: the Self Cleaning Shunt, or SCS, for the treatment of hydrocephalus and Normal Pressure Hydrocephalus, or NPH; and TipCAT, a self-propelling, semi-disposable endoscope that is being developed initially for use in colonoscopy procedures.
Further information about Microbot Medical is available at http://www.microbotmedical.com.
Safe Harbor
Statements pertaining to future financial and/or operating results, future growth in research, technology, clinical development, and potential opportunities
for Microbot Medical Inc. and its subsidiaries, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements. Any statements that are not historical fact
(including, but not limited to statements that contain words such as "will", "believes", "plans", "anticipates", "expects" and "estimates") should also be considered to be forward-looking
statements. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of potential products, uncertainty in the results of clinical trials or regulatory
approvals, need and ability to obtain future capital, and maintenance of intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together
with the many uncertainties that affect the businesses of Microbot Medical Inc. particularly those mentioned in the cautionary statements found in Microbot Medical Inc.'s filings with the Securities and Exchange Commission. Microbot Medical
Inc. disclaims any intent or obligation to update these forward-looking statements.
Investor Contacts:
EVC Group
Michael Polyviou/Doug Sherk - Investors
mpolyviou@evcgroup.com; dsherk@evcgroup.com
212-850-6020;
415-652-9100
###

text: Microbot Medical

text: Microbot Medical Ltd.

text: StemCells, Inc.

text: StemCells, Inc.

text: StemCells

text: Microbot Medical

text: Microbot Medical

text: Harel Gadot

text: Microbot Medical

text: Microbot Medical

text: StemCells

text: Microbot Medical

text: StemCells

text: StemCells

text: StemCells

text: Microbot Medical

text: Microbot Medical

text: Microbot Medical

text: Microbot Medical

text: Microbot Medical

text: Microbot Medical

text: Microbot Medical

text: Microbot Medical


text:
EX-99.2
6
valhipr.htm
VALHI PRESS RELEASE EXHIBIT 99.2
Valhi Press Release Exhibit 99.2
EXHIBIT
99.2
VALHI
COMPLETES SPECIAL DIVIDEND OF TIMET COMMON STOCK
DALLAS,
TEXAS... March 26, 2007... Valhi, Inc. (NYSE: VHI) announced today
that it
has completed the special dividend to its stockholders of shares of Titanium
Metals Corporation ("TIMET")
common
stock (NYSE: TIE) owned by Valhi. This special dividend was paid on
March 26, 2007 to Valhi's stockholders of record at the close of business
on March 12, 2007. As a result of the special dividend, each Valhi
stockholder received 0.4776 of a share of TIMET common stock for each share
of
Valhi common stock held and cash in lieu of any resulting fractional share
of
TIMET common stock.
As
previously disclosed, immediately after the payment of the special dividend,
Contran Corporation and its subsidiaries and related parties continue to
own
approximately 51.9% of the outstanding TIMET common stock compared to the
approximately 53.8% held prior to the special dividend, in each case assuming
the full conversion of any TIMET 6¾% series A preferred stock held by such
entities or parties.
Tax
Matters
As
previously disclosed, subject to the determination of Valhi's 2007 year-end
earnings and profits, the federal income tax treatment to a Valhi stockholder
of
the special dividend and regular quarterly cash dividends (the "distributions")
will
be as follows:
·
The
amount of the distributions will be the value on the payment date
of the
TIMET shares (including any fractional share) of $36.90 per share
and the
cash received by a Valhi stockholder for regular quarterly
dividends;
·
The
distributions will be taxable as dividend income to the extent of
Valhi's
current or accumulated earnings and profits;
·
If
the distributions exceed Valhi's current or accumulated earnings and
profits, they will be treated as a non-taxable return of capital
to the
extent of a stockholder's basis in such stockholder's Valhi stock;
·
Any
remaining portion of the distributions will be treated as a capital
gain;
and
·
If
a stockholder receives cash in lieu of a fractional share of TIMET
common
stock, such holder may recognize short-term capital gain or loss
equal to
the difference between the cash received and the portion of the value
of
TIMET common stock that is allocable to the fractional
share.
Valhi
currently believes that a majority, if not all, of the distributions will
likely
be considered either a non-taxable return of capital and/or a capital gain.
However, if any or all of the distributions were to be treated as a dividend
for
federal income tax purposes, such dividend could be considered an "extraordinary
dividend" for Valhi stockholders that are corporations, which could result in a
reduction to such corporate stockholders' tax basis in their Valhi stock.
The
specific tax treatment of the distributions will
not be determined until after December 31, 2007.
Each
stockholder should receive a Form 1099 or a letter from Valhi reporting the
appropriate tax treatment. Holders
of Valhi common stock are urged to consult with their tax advisor as to their
specific tax treatment of the distributions.
Valhi
is
a member of the consolidated U.S. federal tax group of which Contran Corporation
is the parent company. As a member of the Contran consolidated tax group
and
pursuant to a pre-existing tax policy between Valhi and Contran, Valhi computes
its provision for U.S. income taxes on a separate company basis using tax
elections made by Contran and makes payments to Contran or receives payments
from Contran in amounts it would have paid to or received from the U.S. Internal
Revenue Service had it not been a member of the Contran tax group but instead
had been a separate taxpayer.
Upon
the
payment of the special dividend and pursuant to the tax policy between Valhi
and
Contran, Valhi incurred a tax obligation to Contran. The amount of the
obligation is a function of the difference between the aggregate value of
the
TIMET common stock shares distributed based on the closing market price of
the
distributed shares of TIMET common stock on the date of distribution ($36.90
per
share) less Valhi's tax basis in such shares. This obligation is approximately
$667.3 million. In order to discharge this obligation to Contran, Valhi has
issued to Contran 5,000 shares of a new issue of Valhi 6% series A preferred
stock having an aggregate liquidation preference equal to the actual tax
obligation created by the special dividend.
Valhi
is
engaged in the titanium dioxide pigments, component products (security products,
furniture components and performance marine components) and waste management
industries.
The
statements in this release relating to matters that are not historical facts
are
forward-looking statements that represent management's beliefs and assumptions
based on currently available information. Forward-looking statements can
be
identified by the use of words such as "believes", "intends", "may", "will,"
"should", "could", "anticipates", "expects", or comparable terminology or by
discussions of strategy or trends. Although Valhi believes that the expectations
reflected in such forward-looking statements are reasonable, it cannot give
any
assurances that these expectations will prove to be correct. Such statements
by
their nature involve risks and uncertainties, including, but not limited
to, the
cyclicality of the titanium dioxide industry, global economic and political
conditions, changes in global productive capacity, changes in customer inventory
levels, changes in product pricing, changes in product costing, changes in
foreign currency exchange rates, competitive technology positions, operating
interruptions (including, but not limited to, labor disputes, leaks, fires,
explosions, unscheduled downtime, transportation interruptions, war and
terrorist activities), the ultimate resolution of pending or possible future
lead pigment litigation and legislative developments related to the lead
paint
litigation, the outcome of other litigation, and other risks and uncertainties
detailed in the Valhi's U.S. Securities and Exchange Commission filings. Should
one or more of these risks materialize (or the consequences of such a
development worsen), or should the underlying assumptions prove incorrect,
actual results could differ materially from those forecasted or expected.
Valhi
disclaims any intention or obligation to update publicly or revise such
statements, whether as a result of new information, future events or
otherwise.
*
* * *
*

text: VALHI

text: Valhi

text: VALHI

text: Valhi, Inc.

text:
Titanium
Metals Corporation

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi

text: Valhi


text:
EX-99.1
2
exh991.htm
EXHIBIT 99.1
Yukon Gold Corporation, Inc.: Exhibit 99.1 - Prepared by TNT Filings Inc.
Exhibit 99.1
Yukon Gold Announces Option Assignment of its Mount Hinton Property
Toronto, Canada, May 21, 2009, Yukon Gold Corporation, Inc. ("Yukon Gold" or the "Company") (TSX: YK) (OTCBB: YGDC) (Frankfurt: W8Y) is announcing today that it has sold to "The Hinton Syndicate" all of its rights,
title and interest in the Mount Hinton Property for consideration of: (i) One Hundred and Twenty-Five Thousand Canadian Dollars (CDN$125,000) paid upon closing of this transaction (the "Closing") and (ii) a 2% "NSR" on the
Mount Hinton Property. The 2% NSR may be terminated at any time following closing by payment to Yukon Gold of an "NSR Buy-Out Payment". The "NSR Buy-Out Payment" is structured over several years increasing in value from a
minimum of $CDN115,000 and by $CDN25,000 per year until the buy-out is completed.
Yukon Gold has assigned a work permit (Approval #LQ00242) to Mr. Richard Ewing, a member of "The Hinton Syndicate" and Mr. Ewing agreed to accept such assignment and reclamation and closure plan responsibilities that run with
the work permit. Yukon Gold and its subsidiary have no further obligations of any kind under the terms of the assignment.
Yukon Gold would like to thank "The Hinton Syndicate" for their efforts in negotiating this agreement.
About Yukon Gold
Yukon Gold Corporation, Inc. (Yukon Gold) explores and develops mining properties with a commitment to moving projects towards production. Currently there are 40.5M of the Company's common shares outstanding.
FOR FURTHER INFORMATION PLEASE CONTACT:
Yukon Gold Corporation, Inc.
Cletus Ryan, VP Corporate Development
416-865-9869 or 1-800-295-0671 x12
Email:
cryan@yukongoldcorp.com
Website:
www.yukongoldcorp.com
FORWARD-LOOKING STATEMENTS: This news release contains certain "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended. Except for statements of historical fact
relating to the company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate"
and other similar words, or statements that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to
differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and
other ecological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors. The Company
undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
Cautionary Note to US Investors - The United States Securities and Exchange Commission (SEC) limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. The
reader is cautioned that the terms "resource", "indicated" and "inferred" are not terms recognized by SEC guidelines for disclosure of mineral properties. Generally, "indicated" and "inferred"
estimates do not rise to the level of certainty required by SEC guidelines. The mineralized material described above is not considered a "reserve" as that term is used in the mining industry and in SEC disclosure guidelines. The Company
must undertake a feasibility study before it can estimate the value of the Marg Deposit. U.S. investors are urged to consider closely the disclosure in our Form 10-KSB, File No. 000-51068. You can review and obtain copies of these filings from the
SEC's website at
http://www.sec.gov/edgar.shtml
.

text: Yukon Gold Corporation, Inc.

text: Yukon Gold

text: Mount Hinton Property

text: Yukon Gold Corporation, Inc.

text: Yukon Gold

text: The Hinton Syndicate

text: Mount Hinton Property

text: Mount Hinton Property

text: Yukon Gold

text: Yukon Gold

text: Richard Ewing

text: The Hinton Syndicate

text: Yukon Gold

text: Yukon Gold

text: The Hinton Syndicate

text: Yukon Gold

text: Yukon Gold Corporation, Inc.

text: Yukon Gold

text: Yukon Gold Corporation, Inc.

text: Cletus Ryan


text:
EX-99.1
10
pb101234ex991.htm
EXHIBIT 99.1
Exhibit 99.1
Contact:
Scott Meyerhoff
Private Business, Inc.
678-728-4464
PBIZ Acquires PTC Banking Systems and its WinTELLER
®
Suite
Financial Services Provider Expands Technology Offering with Teller Automation Solution
NASHVILLE, Tennessee (January 18, 2006) - Private Business, Inc. (NASDAQ:PBIZ), ("PBIZ"), a provider of technology solutions for financial institutions, today announced it has acquired the assets of P.T.C. Banking Systems, Inc. PTC is a leading developer of teller automation products, servicing approximately 80 financial institutions throughout the United States from its headquarters in Bradenton, Florida.
PTC's flagship product, WinTELLER, is a full-featured teller automation system designed to help bank branches better manage customer account transactions, improve teller efficiency, and enhance customer experiences. This strategic acquisition greatly complements the financial technology products and services of PBIZ and provides for a more robust solution to better serve community financial institutions. Terms of the agreement were not disclosed.
Lynn Boggs, Chief Executive Officer of PBIZ, stated, "Acquiring a proprietary teller system that can be integrated into our core processing platform was a high priority for us. This acquisition is another step in our plan to provide a full product suite to community financial institutions, which includes our current core processing service, lending products, marketing services, and our newest addition of teller solutions. We're pleased to welcome the customers of PTC to the PBIZ family and will continue to provide the high level of service they have received from PTC".
Kjell Purnell, the current President and Chief Executive Officer of PTC, said, "I'm looking forward to joining PBIZ and working with the management team to grow the combined Company's revenue. The complementary relationship between the existing PBIZ product line and WinTELLER will provide immediate benefit to our existing as well as future customers".
About PTC
PTC Banking Systems, Inc. (PTC) is a leading developer of branch automation products for the commercial and community banking industry. For over 30 years, banks have selected PTC software, such as WinTELLER®, WinGUARD® and CaptureFIRST to positively impact their branch operations and help them better manage customer relationships. With a history of customer relationships built upon trust and the importance of customer service, PTC is a great mechanism for delivering branch automation needs to financial institutions.
About PBIZ
Private Business, Inc. (PBIZ) offers a fully-featured strategic product suite that provides core data processing, along with accounts receivable financing, Internet banking, cash management, CRM/business intelligence, financial accounting tools, Check 21 compliance, electronic image/item processing, and online debt collections. PBIZ believes its full suite of products and services will allow financial institutions and their small-to-medium sized business customers to better compete in today's aggressive financial services marketplace, and grow their trusted financial relationships, while providing increased profitability through the efficient use of technology and an expanded community presence.
-MORE-
PBIZ Acquires PTC Banking Systems
Page 2
January 18, 2006
For more information about PBIZ, or its line of products for financial institutions, please visit us on the web at www.pbizinc.com or contact marketing via email at pbiz@pbizinc.com or call, 800-235-5584.
Safe Harbor Statement
Certain statements made in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management's current expectations and include known and unknown risks, uncertainties and other factors, many of which the company is unable to predict or control, that may cause the company's actual results or performance to materially differ from any future results or performance expressed or implied by such forward-looking statements. These statements involve risks and uncertainties, including, without limitation, risks and uncertainties associated with the company's ability to replace its senior credit facility, to achieve its growth plans and to identify, complete, or integrate acquisitions. These risks and uncertainties are in addition to other factors detailed from time to time in the
company's filings with the Securities and Exchange Commission. The company cautions investors that any forward-looking statements made by the company are not necessarily indicative of future performance. The company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services.
-END-

text: Private Business, Inc.

text: PBIZ

text: PTC Banking Systems

text: Private Business, Inc.

text: PBIZ

text: PBIZ

text: P.T.C. Banking Systems, Inc.

text: PBIZ

text: Lynn Boggs

text: PBIZ

text: PBIZ

text: PBIZ

text: PBIZ

text: PTC Banking Systems

text: PBIZ

text: Private Business, Inc.

text: PBIZ

text: PBIZ

text: PBIZ

text: PTC Banking Systems

text: PBIZ


text:
EX-99.1
2
a6469937ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
Knology
Announces Closing of Sunflower Acquisition
WEST POINT, Ga.--(BUSINESS WIRE)--October 15, 2010--Knology, Inc.
(Nasdaq: KNOL) today closed its previously-announced acquisition of
Sunflower Broadband ("Sunflower"), a provider of video, voice and data
services to residential and business customers in Douglas County,
Lawrence, Kansas and the surrounding area for $165 million cash.
In connection with the acquisition, Knology has entered into a $770
million first lien credit facility with proceeds used to partially fund
the acquisition purchase price, refinance the company's existing credit
facility, and pay related transaction costs. Knology also used
approximately $48 million of cash on hand to partially fund the
transaction. The new $770 million credit agreement includes a $50
million revolving credit facility, a $175 million term A loan and a $545
million term B loan. The revolving credit facility is not being used in
connection with the acquisition or refinancing. The term A loan bears
interest at LIBOR plus 4% and has a term of five years with annual
amortization of $8.8 million, $8.8 million, $17.5 million and $26.3
million in 2012, 2013, 2014 and 2015, respectively, with the balance due
at maturity. The term B loan bears interest at LIBOR plus 4%, with a
LIBOR floor of 1.5%, and has a term of six years with 1% principal
amortization annually with the balance due at maturity.
"This is an exciting transaction for our company", said Rodger L.
Johnson, Chairman and Chief Executive Officer of Knology, Inc.
"Sunflower is a very successful, customer-focused business that will
expand Knology's footprint and add meaningful scale to our existing
operations. We welcome the Sunflower team to Knology and are excited
about our future together".
M. Todd Holt, Knology's President and Chief Financial Officer, added,
"Sunflower has achieved excellent customer penetration and attractive
EBITDA and free cash flow results, and this acquisition complements our
continued focus on organic growth, including the high ROI edge-out
investments. We were able to successfully access the credit markets to
fund the transaction and refinance our debt in a manner that allows us
significant flexibility to continue to grow our business and extend our
maturities. In addition, we used some cash on the balance sheet to
partially fund the transaction in order to maintain manageable leverage
and a solid free cash flow profile, while at the same time keeping our
liquidity position very strong".
Credit Suisse and SunTrust Robinson Humphrey acted as Joint Lead
Arrangers and Joint Book Runners for the credit facility. SunTrust
Robinson Humphrey acted as financial advisor to Knology with the respect
to the acquisition of Sunflower and RBC Daniels acted as financial
advisor to Sunflower.
About Knology
Knology Inc., headquartered in West Point, Georgia, is a leading
provider of interactive communications and entertainment services in the
Southeast and in the upper Midwest and Kansas regions. Knology serves
both residential and business customers with one of the most
technologically advanced broadband networks in the country. Innovative
offerings include over 200 channels of digital cable TV, local and long
distance digital telephone service with the latest enhanced voice
messaging features, and high-speed Internet access, which enables
consumers to quickly download video, audio and graphic files using a
cable modem. Knology's fiber-based business products include iPlex,
which delivers Ethernet connections to an IP-PBX using Session Initiated
Protocol (SIP) technology, Passive Optical Network (PON), which supplies
IP architecture with segmented voice and data bandwidth, and Managed
Integrated Network Solutions (MATRIX), an integrated IP-based technology
which converges data and voice. For more information, please visit
www.knology.com
.
Information about Forward-Looking Statements
This press release includes "forward-looking" statements within the
meaning of the federal securities laws, including the Private Securities
Litigation Reform Act of 1995, that are subject to future events, risks
and uncertainties that could cause our actual results to differ
materially from those expressed or implied. In addition, our revenues
and earnings and our ability to achieve our planned business objectives
are subject to a number of factors that make estimates of future
operating results uncertain, including, without limitation, (1) that we
will not retain or grow our customer base, (2) that we will fail to be
competitive with existing and new competitors, (3) that we will not
adequately respond to technological developments that impact our
industry and markets, (4) that needed financing will not be available to
us if and as needed, (5) that a significant change in the growth rate of
the overall U.S. economy will occur such that there is a material impact
on consumer and corporate spending, (6) that we may have difficulties
integrating acquired businesses, or that the cost of such integration
will be greater than we expect, and (7) that some other unforeseen
difficulties occur, as well as those risks set forth in our Annual
Report on Form 10-K for the year ended December 31, 2009, and our other
filings with the SEC. This list is intended to identify only certain of
the principal factors that could cause actual results to differ
materially from those described in the forward-looking statements
included herein. Investors are cautioned not to place undue reliance on
these forward-looking statements. Forward-looking statements relating to
expectations about future results or events are based upon information
available to us as of today's date, and we do not assume any obligation
to update any of these statements, except as required by law.
CONTACT:
Knology, Inc.
M. Todd Holt
President and Chief
Financial Officer
706-645-8752
todd.holt@knology.com

text: Knology

text: Sunflower

text: Knology, Inc.

text: Sunflower Broadband

text: Sunflower

text: Knology

text: Knology

text:
Rodger L.
Johnson

text: Knology, Inc.

text: Sunflower

text: Knology

text: Sunflower

text: Knology

text: M. Todd Holt

text: Knology

text: Sunflower

text: Credit Suisse

text: SunTrust Robinson Humphrey

text: Joint Book Runners

text:
SunTrust
Robinson Humphrey

text: Knology

text: Sunflower

text: RBC Daniels

text: Sunflower

text: Knology

text: Knology

text: Knology

text: Knology, Inc.

text: M. Todd Holt


text:
EX-99.1
3
ea129244ex99-1_growgen.htm
PRESS RELEASE, DATED NOVEMBER 2, 2020
Exhibit 99.1
GrowGeneration
Signs Asset Purchase Agreement to Acquire Nation's Third-Largest Chain of Hydroponic Garden Centers
The
GrowBiz To Join GrowGen's Portfolio, Expands Company's Footprint in California and Oregon
Denver,
CO, November 2, 2020 /PRNewswire/
-- GrowGeneration Corp. (NASDAQ: GRWG),
("GrowGen" or the "Company")
the nation's largest chain of specialty
hydroponic and organic garden centers,
today announced
the signing of an asset purchase agreement to acquire The GrowBiz, the nation's
third-largest chain of hydroponic garden centers, with five stores across California and Oregon. The transaction is expected to
close before fiscal year-end 2020.
Founded in 2010 by Ross and Ryan Haley, The GrowBiz comes with a team of experienced
executives and more than 60 full and part-time employees. Prior to founding The GrowBiz, Ross Haley served as CEO of Hawthorne
Gardening Company, a division of Scotts Miracle-Gro, and General Hydroponics, two recognized leaders in the hydroponics industry.
Upon close, Ross Haley will become a senior strategic advisor to the Company.
The
addition of The GrowBiz is expected to generate annual revenues approaching $50M. The acquisition will bring the total number of
GrowGen hydroponic garden centers in California to ten and Oregon to two. The new GrowGen locations include Rocklin, Cotati, Santa
Cruz and San Luis Obispo, California, and Portland, Oregon.
"We
are excited to add The GrowBiz to our portfolio before year end, with its impressive leadership and commercial teams", said
Darren Lampert, GrowGen's CEO. "We look forward to building on their combined experience and expanding our commercial
footprint. The GrowBiz acquisition represents our continued investment in purchasing the "best of breed" hydroponic
operations in the U.S. and strengthening our management team with seasoned veterans from our industry".
Added
Ross Haley, The GrowBiz's CEO, "Hydroponics have been a staple in cannabis cultivation and as states across the country
continue to legalize, hydroponics stores are an incredible resource for consumers to learn about different cultivation methods. I've
seen first-hand over the years how our stores have helped people diversify their gardens, so they are able to cultivate and produce
cannabis
-
it's empowering. GrowGeneration's continued expansion
is a testament that the stigma of cannabis prohibition is diminishing, and cannabis is indeed a legitimate business. I look
forward to moving to an advisory position with GrowGeneration as I continue to build out Lbs. Distribution
-
a
licensed cannabis distribution company in California".
California
and Oregon Market and Projections:
●
California accounts
for 20% of the nation's legal cannabis sales
●
By 2022, California's
cannabis market is projected to hit $5B
●
Oregon could
achieve $1B in recreational and medical cannabis sales in 2020
For
more information about GrowGeneration, or to locate its stores, please visit www.growgeneration.com. For more information regarding
The GrowBiz transaction, please refer to the 8K.
About
GrowGeneration Corp.:
GrowGen
owns and operates specialty retail hydroponic and organic gardening stores. Currently, GrowGen has 31 stores, which include 5 locations
in Colorado, 6 locations in California, 2 locations in Nevada, 1 location in Arizona, 1 location in Washington, 6 locations in
Michigan, 1 location in Rhode Island, 4 locations in Oklahoma, 1 locations in Oregon, 3 locations in Maine and 1 location in Florida.
GrowGen also operates an online superstore for cultivators at growgeneration.com. GrowGen carries and sells thousands of
products, including organic nutrients and soils, advanced lighting technology and state of the art hydroponic equipment to be used
indoors and outdoors by commercial and home growers. Our mission is to own and operate GrowGeneration branded stores in all the
major states in the U.S. and Canada. Management estimates that roughly 1,000 hydroponic stores are in operation in the U.S. By
2025, the global hydroponics system market is estimated to reach approximately $16 billion.
Forward
Looking Statements:
This
press release may include predictions, estimates or other information that might be considered forward-looking within the meaning
of applicable securities laws. While these forward-looking statements represent our current judgments, they are subject to risks
and uncertainties that could cause actual results to differ materially. You are cautioned not to place undue reliance on these
forward-looking statements, which reflect our opinions only as of the date of this release. Please keep in mind that we are not
obligating ourselves to revise or publicly release the results of any revision to these forward-looking statements in light of
new information or future events. When used herein, words such as "look forward", "believe", "continue,"
"building", or variations of such words and similar expressions are intended to identify forward-looking statements.
Factors that could cause actual results to differ materially from those contemplated in any forward-looking statements made by
us herein are often discussed in filings we make with the United States Securities and Exchange Commission, available at: www.sec.gov,
and on our website, at: www.growgeneration.com.
Press
Contact:
Sara Geisner
Trailblaze
sara@trailblaze.co
Investor
Contact:
John Evans
GrowGeneration
john.evans@growgeneration.com
Connect:
●
Website:
www.GrowGeneration.com
●
Instagram:
growgen
●
Facebook:
GrowGenerationCorp
●
Twitter:
@GrowGenCorp
Company Inquiries:
GrowGeneration Corp.
610-216-0057
michael@growgeneration.com
#
# #

text: GrowGeneration

text: GrowBiz

text: GrowGen

text: GrowGeneration Corp.

text: GrowGen

text: The GrowBiz

text: The GrowBiz

text: The GrowBiz

text: The GrowBiz

text: GrowGen

text: GrowGen

text: The GrowBiz

text: GrowGen

text: The GrowBiz

text: The GrowBiz

text: GrowGeneration

text: GrowGeneration

text: GrowGeneration

text: The GrowBiz

text: GrowGeneration Corp.

text: GrowGen

text: GrowGen

text: GrowGen

text: GrowGen

text: GrowGeneration

text: GrowGeneration

text: GrowGeneration Corp.


text:
EX-99.1
22
d702482dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
X4 Pharmaceuticals Completes Merger with Arsanis
- Newly Nasdaq-listed XFOR focused on the development of novel therapeutics for the treatment of rare diseases -
Cambridge, MA - March
13, 2019
- X4 Pharmaceuticals, Inc. (Nasdaq: XFOR, as of March 14, 2019), a clinical-stage
biopharmaceutical company focused on the development of novel therapeutics for the treatment of rare diseases, today announced the completion of its merger with Arsanis, Inc. (Nasdaq: ASNS, through March 13, 2019), effective as of
March 13, 2019.
"We are very pleased to complete this transformative event that enables us to achieve the next level of corporate growth as we
seek to usher in a new generation of therapies for patients with rare genetic diseases and rare cancers. The merger enables us to accelerate our lead program with
X4P-001
in WHIM syndrome towards Phase 3 as we
evolve into a
pre-commercial
global corporation", said Paula Ragan, Ph.D., President and Chief Executive Officer of X4 Pharmaceuticals. "With the acquisition of synergistic R&D capabilities, X4
intends to establish a globally-recognized Center of Research Excellence to build upon our core science and technology, and to create long-term growth for a sustainable global rare disease business".
The holders of shares of X4 capital stock outstanding immediately prior to the merger received 0.5702 shares of Arsanis common stock in exchange for each
share of X4 capital stock in the merger. On March 13, 2019, Arsanis is effecting a
six-for-one
reverse stock split. As a result of the reverse stock split, every
six shares of Arsanis common stock outstanding following the merger, including the shares issued to the holders of shares of X4 capital stock in the merger, will be combined and reclassified into one share of Arsanis common stock. No fractional
shares will be issued in connection with the reverse stock split. Instead, cash, based on the average closing price per share of Arsanis common stock on the Nasdaq Global Market on the 10 consecutive trading days prior to March 13, 2019, will
be paid in lieu of fractions of shares.
Following the merger and the reverse stock split, the combined organization is expected to have approximately
6.7 million shares outstanding.
In connection with the merger, Arsanis will change its name to X4 Pharmaceuticals, Inc. The combined organization
will commence trading on March 14, 2019 on the Nasdaq Capital Market under the symbol "XFOR".
The combined organization will operate under
the leadership of X4's management team prior to the merger, including Paula Ragan, Ph.D., President and Chief Executive Officer, and Adam S. Mostafa, Chief Financial Officer. The board of directors of the combined organization is comprised of
six directors: four directors from the former X4 board, Michael S. Wyzga, Isaac Blech, Gary J. Bridger, Ph.D. and Dr. Ragan, and two directors from the former Arsanis board, David McGirr and René Russo, Pharm.D., BCPS. Mr. Wyzga is
the new chairman of the board. The corporate headquarters of the combined organization is located in Cambridge, Massachusetts.
About WHIM Syndrome
WHIM syndrome is a primary immunodeficiency disease caused by genetic mutations in the CXCR4 receptor gene resulting in susceptibility to certain
types of infections. WHIM is an abbreviation for the characteristic clinical symptoms of the syndrome: Warts, Hypogammaglobulinemia, Infections, and Myelokathexis. There is no approved therapy for the treatment of WHIM syndrome.
About X4 Pharmaceuticals
X4 Pharmaceuticals is
developing novel therapeutics designed to improve immune cell trafficking to treat rare diseases, including primary immunodeficiencies and cancer. X4's oral small molecule drug candidates antagonize the CXCR4 pathway, which plays a central role
in immune surveillance. X4's most advanced product candidate,
X4P-001,
is in a Phase 2 clinical trial in patients with WHIM syndrome, a rare genetic, primary immunodeficiency disease, and is currently
also under investigation in multiple clinical trials in oncology. X4 expects to begin a Phase 3 trial of
X4P-001
in WHIM syndrome in the first half of 2019. X4 was founded and is led by a team with deep
product development and commercialization expertise, including several former members of the Genzyme leadership team, and is located in Cambridge, Massachusetts. For more information, visit
www.x4pharma.com
.
Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statement of historical
facts, included in this press release regarding our strategy, future operations, and plans are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the development, potential benefits and
uses of and markets for X4's product candidates, including
X4P-001
and anticipated clinical trials, including timing and potential results, the potential benefits of the merger, our evolution into a
pre-commercial global corporation, and our intention to establish a Center of Research Excellence and its potential benefits. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the
forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that X4 makes, including, but not limited to, the risk that trials and studies may be delayed and may
not have satisfactory outcomes, potential adverse effects arising from the testing or use of
X4P-001
or other product candidates, the risk that costs required to develop
X4P-001
or other product candidates or to expand our operations will be higher than anticipated and other risks described in the "Risk Factors" section of the Registration Statement on Form
S-4
filed by Arsanis with the SEC and declared effective by the SEC on February 14, 2019. X4 does not assume any obligation to update any forward-looking statements, except as required by law.
Investor Contact:
Media Contact:
Stephanie Carrington
Darcie Robinson
Westwicke, an ICR company
Westwicke, an ICR company
646-277-1282
203-919-7905
Stephanie.Carrington@icrinc.com
Darcie.robinson@icrinc.com

text: X4 Pharmaceuticals

text: Arsanis

text: X4 Pharmaceuticals, Inc.

text: Arsanis, Inc.

text: X4 Pharmaceuticals

text: Arsanis

text: Arsanis

text: Arsanis

text: Arsanis

text: Arsanis

text: Arsanis

text: X4 Pharmaceuticals, Inc.

text: Adam S. Mostafa

text: Arsanis

text: X4 Pharmaceuticals

text: X4 Pharmaceuticals

text: Arsanis


text:
EX-99.1
14
d141499dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Consensus Cloud Solutions, Inc. Completes Separation from Ziff Davis, Inc.
Los Angeles,
CA--7am
ET, October 8, 2021-Consensus Cloud Solutions,
Inc. ("Consensus"), a leading provider of secure information-delivery services, announced today that it has completed its previously announced separation into an independent, publicly traded company from Ziff Davis, Inc. ("Ziff
Davis") (formerly known as J2 Global, Inc.) (Nasdaq: ZD).
Consensus common stock will begin
regular-way
trading today on the Nasdaq under the ticker symbol "CCSI." Ziff Davis common stock will begin
regular-way
trading today on the Nasdaq under the ticker symbol "ZD".
"Alongside my colleagues at Consensus, I am excited to begin our journey as a standalone public company", said Scott Turicchi, CEO of Consensus.
"The Consensus team's hard work has put us in a leadership position as we offer secure data exchange solutions to the healthcare industry and foster interoperability among disparate systems and data protocols. I look forward to our
continued success in delivering long-term growth and value to shareholders as an independent company".
The separation was achieved through a pro
rata distribution to Ziff Davis stockholders of 80.1% of the outstanding shares of Consensus on October 7, 2021. The special dividend distribution gave Ziff Davis stockholders one share of Consensus common stock for every three shares of Ziff
Davis common stock outstanding as of the close of business on October 1, 2021, the record date for the distribution. No fractional shares of Consensus were issued and stockholders received cash in lieu of fractional shares.
About Consensus
Consensus Cloud Solutions, Inc. (Nasdaq: CCSI) is a leading provider of secure information-delivery services with a scalable
Software-as-a-Service
("SaaS") platform. Consensus offers eFax, Consensus Unite, Consensus Signal, jSign and has Consensus Clarity and Harmony in development.
For more information about Consensus, visit
www.consensus.com
.
"Safe Harbor" Statement Under the Private Securities Litigation Reform
Act of 1995
Certain statements in this Press Release are "forward-looking statements" within the meaning of The Private Securities
Litigation Reform Act of 1995 with respect to the proposed
spin-off
transaction. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including market and other
conditions and include uncertainties regarding expected operating performance and financial position of the companies after the separation, the costs and expected benefits of the proposed transaction, and the expected tax treatment of the
transaction. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the
forward-looking statements, including those factors described in the "Risk Factors" section of the preliminary information statement included in the Registration Statement on Form 10 filed by Consensus with the SEC. Consensus assumes
no obligation to update these forward-looking statements.
Bevey Miner
Consensus Cloud Solutions, Inc.
investor@consensus.com
Source: Consensus Cloud Solutions, Inc.

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Scott Turicchi

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus

text: Consensus