text:
EX-99.1
3
a15-19998_1ex99d1.htm
EX-99.1
Exhibit 99.1
Landmark Infrastructure Partners LP Announces 5
th
Acquisition of Real Property Interests from Sponsor, Landmark Dividend LLC
El Segundo, California, September 22, 2015 (GLOBE NEWSWIRE) - Landmark Infrastructure Partners LP (the "Partnership") (NASDAQ: LMRK) today announced that it has acquired 65 tenant sites located in 24 states from its sponsor, Landmark Dividend LLC ("Landmark"), for total consideration of $20.3 million.
This acquisition is expected to be immediately accretive to the Partnership's distributable cash flow.
Highlights of the transaction:
·
The assets acquired by the Partnership consist of 50 wireless communication, 13 outdoor advertising and 2 renewable power generation sites;
·
The wireless communication, outdoor advertising and renewable power generation assets are expected to contribute approximately 77%, 22% and 1%, respectively, of the total forecasted annual rents;
·
The portfolio is 100% occupied and includes: (i) 74% of annual rents from Tier 1 tenants (large, publicly-traded companies with national footprints); (ii) an average annual escalator of 2.9%; and (iii) average remaining real property interest and lease terms of 91 years and 19 years (including remaining renewal options), respectively;
·
The assets being acquired are not part of the assets subject to the Partnership's right of first offer (ROFO) with affiliates of Landmark. Currently, the Partnership has a right of first offer on more than 800 assets with Landmark affiliates;
·
The Partnership is acquiring the assets with borrowings under its existing revolving credit facility.
The Partnership's Chief Executive Officer, Tim Brazy, said, "We are excited to announce the Partnership's fifth acquisition from Landmark this year. Since the beginning of the year, we have acquired 512 tenant sites for total consideration of approximately $170 million, an increase in tenant sites of over 73% since our initial public offering in November of last year. We remain highly confident in our ability to grow distributable cash flow per unit and increase our distributions to unitholders".
The terms of the acquisition were approved by the Board of Directors of the General Partner of the Partnership, based on the approval and recommendation of the Conflicts Committee, which is comprised entirely of independent directors. The Conflicts Committee was advised by Duff & Phelps Corporation, its financial advisor, and Akin Gump Straus Hauer & Feld LLP, its legal counsel.
About Landmark Infrastructure Partners LP
The Partnership is a growth-oriented master limited partnership formed to acquire, own and manage a portfolio of real property interests that the Partnership leases to companies in the wireless communication, outdoor advertising and renewable power generation industries. Headquartered in El Segundo, California, the Partnership's real property interests consist of a diversified portfolio of long-term and perpetual easements, tenant lease assignments and fee simple properties located in 45 states and the District of Columbia, entitling the Partnership to rental payments from leases on approximately 850 tenant sites as of June 30, 2015.
Cautionary Note Regarding Forward Looking Statements
Disclosures in this press release contain certain forward-looking statements within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking. These statements contain words such as "possible", "if", "will", "expect" and "assuming" and involve risks and uncertainties including, among others that our business plans may change as circumstances warrant. These statements are often based upon various assumptions, many of which are based, in turn, upon further assumptions, including historical operating trends made by the management of the Partnership. Although the Partnership believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond its control, the Partnership cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions. Accordingly, readers should not place undue reliance on forward-looking statements as a prediction of actual results. Examples of forward-looking statements in this press release include the discussion of the expected accretion associated with the dropdown transaction, average annual escalators and potential acquisitions from our sponsor. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the "Risk Factors" section of contained in the Partnership's filings with the U.S. Securities and Exchange Commission, including the Partnership's annual report on Form 10-K for the year ended December 31, 2014. Any forward-looking statements in this press release are made as of the date of this press release and the Partnership undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or of which the Partnership becomes aware, after the date hereof, unless required by law.
CONTACT:
Marcelo Choi
Vice President, Investor Relations
(310) 598-3173
ir@landmarkmlp.com

text: Landmark Infrastructure Partners LP

label: fund

text: Landmark Dividend LLC

override: fund

text: Landmark Infrastructure Partners LP

text: Landmark Dividend LLC

text: Duff & Phelps Corporation

text: Akin Gump Straus Hauer & Feld LLP

text: Landmark Infrastructure Partners LP

text: Marcelo Choi


dataset: buster

text:
EX-99.1
12
a19-11488_1ex99d1.htm
EX-99.1
Exhibit 99.1
News Release
CONTACT:
Roni Imbeaux
Vice President, Finance and Investor Relations
404-407-1104
rimbeaux@cousins.com
COUSINS PROPERTIES CLOSES MERGER WITH TIER REIT
ATLANTA- (June 14, 2019) - Cousins Properties (NYSE: CUZ) announced today the closing of its stock-for-stock merger with TIER REIT, Inc. (NYSE: TIER). Shares of TIER common stock will be de-listed after the close of trading today.
About Cousins Properties
Cousins Properties is a fully integrated, self-administered and self-managed real estate investment trust (REIT). The Company, based in Atlanta, GA and acting through its operating partnership, Cousins Properties LP, primarily invests in Class A office towers located in high-growth Sun Belt markets. Founded in 1958, Cousins creates shareholder value through its extensive expertise in the development, acquisition, leasing, and management of high-quality real estate assets. The Company has a comprehensive strategy in place based on a simple platform, trophy assets and opportunistic investments. For more information, please visit www.cousins.com.
Cautionary Statement Regarding Forward-Looking Information
In addition to historical information, this communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Cousins operates and beliefs of and assumptions made by Cousins management, involve uncertainties that could significantly affect the financial or operating results of the combined company. Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "will", "should", "may", "projects", "could", "estimates" or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Such forward-looking statements include, but are not limited to, projections of earnings and statements of plans for future operations or expected revenues. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for our properties, (iv) risks associated with acquisitions, (v) the potential liability for a failure to meet regulatory requirements, including the maintenance of real estate investment trust status, (vi) availability of financing and capital, (vii) changes in demand for developed properties, (viii) risks associated with achieving expected revenue synergies or cost savings, (ix) material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities, (x) potential changes to tax legislation, (xi) adverse changes in financial condition of joint venture partner(s) or major tenants, (xii) risks
associated with the acquisition, development, expansion, leasing and management of properties, (xiii) significant costs related to uninsured losses, condemnation, or environmental issues, (xiv) the ability to retain key personnel, and (xv) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission by Cousins from time to time, including those discussed under the heading "Risk Factors" in our most recently filed reports on Form 10-K and 10-Q. Except to the extent required by applicable law or regulation, Cousins disclaims any duty to update any forward-looking statements contained in this communication or to otherwise update any of the above-referenced factors.

label: person

text: Roni Imbeaux

label: organization

text: COUSINS PROPERTIES

text: TIER REIT

text: Cousins Properties

text: TIER REIT, Inc.

text: Cousins Properties

text: Cousins Properties

text: Cousins Properties

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
3
exhibit991.htm
EXHIBIT 99.1
Exhibit 99.1
Exhibit 99.1
Future Healthcare of America Completes Share Exchange Transaction of Natur Holding
Europe's first hi-tech health food and beverage company Natur is set to revolutionize the
Natural juice and snack market
Amsterdam, The Netherlands, November 15, 2018 - Future Healthcare of America, (OTC: FUTU) (the "Company") today announced the consummation of its share exchange transaction with of
Natur Holding
B.V., a Netherlands-based company ("Natur").
Natur is Europe's first hi-tech health food and beverage company with a mission to revolutionize natural juice and snack consumption, allowing consumers to afford a better quality of life through natural and functional nutrition. With 100% natural/organic, non-GMO juices and snacks that contain no additives or preservatives, Natur focuses on the premium branded segment in which consumers are increasingly moving towards healthier alternatives, embracing the "snackification" trend. Natur's distribution channels include leading retailers, foodservice partners, online subscription models, and its own European flagship retail stores.
Ellen Berkers, CEO/CFO of the Company, stated, "This transaction is indeed a giant step forward for Natur and gives us the potential to expand in the natural juice and snack market globally, including in the United States. At onset however, our focus will continue to be on the European marketplace. We are also pleased that Chris Spencer, former President of the Company, will remain onboard as a director to help facilitate the transaction".
The Company's Chief Commercial Officer (CCO), Robert Jan van Olm, added, "With the funds raised from Alpha Capital Anstalt, this transition will enable Natur to start fulfilling its ambitions of becoming a major supplier of all natural healthy food and beverage products and to offer our customers a "farm to fridge" experience with top quality juices and healthy snacks. Our innovative methods and technologies are a key component of our competitive differentiation and success".
In an exchange of securities transaction, Natur became a wholly owned subsidiary of the Company. The former shareholders of Nature received the equivalent of
215,759,999 shares of the common stock of the Company, which was issued in part as shares of common stock and in part as voting, convertible shares of Series B Preferred Stock. The Series B Preferred Stock will convert on a one for one basis into common stock once the Company increases its authorized capital, which it plans to do promptly. The Natur shareholders will have a controlling position among the shareholders of the Company immediately after the exchange transaction. Also, to be allocated to Natur management under an equity award program will be an additional
16,240,000 shares of common stock.
In connection with the acquisition of Natur, the Company entered into several agreements with Alpha Capital Anstalt, a Liechtenstein Anstalt ("Alpha"). Alpha purchased 2,469.131 shares of non-voting, convertible Series A Preferred Stock, each share convertible into approximately 33,000 shares of common stock at the rate of $.030303. Alpha also purchased two warrants, one exercisable for 33,000,000 shares at $.060606 per share and one exercisable for 6,000,000 shares at $.15 per share. The aggregate purchase price for the Series A Preferred Stock and the two warrants was $2,000,000 in cash and conversion of approximately $769,000 of principle debt and interest due Alpha from the Company under a prior loan agreement. Prior to the acquisition of Natur, Alpha also cancelled approximately $651,000 of principle debt and interest due from the Company. These transactions eliminated $1,420,000 of principle debt and interest of the Company and improved its balance sheet. Alpha has also agreed to reimburse up to $100,000 of the liabilities of the Company existing at the closing date.
About Natur Holding B.V.
Natur pioneers the most advanced and emerging hi-tech health methodologies developing and utilizing innovative technologies to ensure its juices remain stable and fresh with an extended shelf life which is longer than many competing products. This approach uniquely delivers value to all retailers and customers. Natur intends to remain on the forefront of new all-natural products, embracing personalized nutrition and envisions being the leader of the new integrated field of healthy personalized nutrition enhancing one's quality of life by utilizing the powers of nature. Their slogan is: Naturalicious = natural & delicious.
About Future Healthcare of America
Future Healthcare of America, prior to the Natur transaction, provided home healthcare and healthcare staffing services.
Forward-Looking Statements
All statements in this release that are not based on historical fact are "forward-looking statements." While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties, some of which are described in the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our Annual Report on Form 10-K, which can be found on the SEC's website at www.sec.gov. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

text: Future Healthcare of America

text: Natur Holding

text: Natur

text: Future Healthcare of America

text: Natur Holding

text: Natur

text: Natur

text: Natur

text: Natur

text: Ellen Berkers

text: Natur

text: Alpha

text: Natur

text: Natur

text: Natur

text: Natur

text: Natur

text: Alpha

text: Alpha

text: Alpha

text: Alpha

text: Alpha

text: Natur

text: Alpha

text: Alpha

text: Natur Holding

text: Natur

text: Natur

text: Future Healthcare of America

text: Future Healthcare of America

text: Natur


text:
EX-99
2
ex991blvdproilandgasapr14201.htm
Converted by EDGARwiz
A.C. Simmonds and Sons Inc., (BLVD Holdings Inc.)
Acquires Vertility Oil & Gas
TORONTO, ONTARIO--(Marketwired - April 14, 2014)
-
A. C. Simmonds and Sons Inc., (BLVD Holdings Inc. (the "Company") (OTCQB:BLVO) - Today John G. Simmonds, Chairman and CEO of A. C. Simmonds and Sons Inc. is pleased to announce the acquisition of Vertility Oil & Gas.
Through acquisitions and joint ventures, Vertility Oil & Gas, headed by Mr. Rabea Allos, President, is focused in the Middle East market and Iraq where oil production is expected to grow from 3 million to 12 million barrels per day by 2017. To meet the demand to upgrade and expand infrastructure, Vertility Oil & Gas is procuring equipment, products and services and engaging in projects in the upstream, midstream and downstream sectors. Projects include oil well services, pipeline, power generation and distribution, water and wastewater, petrochemical, refining, and equipment process technology industries.
"
Mr. Allos is a dedicated professional and I am delighted to welcome him to the team
"
, said John Simmonds.
"
Rabea has over thirty years of experience as a Civil Engineer in the Middle East, Europe, and Canada.
"
"
Vertility Oil & Gas recently acquired, and will be marketing a revolutionary product, OilStic in the Middle East market,
"
said Mr. Allos.
"
This addresses environmental issues surrounding thousands of oil ponds in the region through a revolutionary invention that completely separates oil from water. There is great potential for this market and our strong ties with the Middle East banking community assures significant available funding to finance projects.
"
Mr. Allos has worked closely with a number of Canadian companies with global presence, to develop business in the Middle East, in particular Iraq. He has a broad network of market contacts with industry players, government agencies and financial institutions. Vertility Oil & Gas has assembled a seasoned team of executives, local contractors, technical staff and affiliates with extensive experience in the Iraqi oil and gas industry, through long established relationships with buyers in the different state owned companies and the major international oil companies.
About A. C. Simmonds and Sons
The Company has initiated the process to change its name from BLVD Holdings Inc., (BLVO) to A.C. Simmonds and Sons Inc., The Company is a publicly traded company which is now focused on acquiring profitable businesses for expansion and development. John G. Simmonds began his career with A.C. Simmonds and Sons (Canada), now in its 96th year. He co-founded the largest Canadian golf course operation and has successfully grown companies and built effective teams. Mr. Simmonds has served as chairman and board director of several public companies.
Forward-looking Statements
Note: This press release contains "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. The Company cannot provide assurances that the matters described in this press release will be successfully completed or that the
company will realize the anticipated benefits of any transaction. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: global economic and market conditions; the war on terrorism and the potential for war or other hostilities in other parts of the world; the availability of financing and lines of credit; successful integration of acquired or merged businesses; changes in interest rates; management's ability to forecast revenues and control expenses, especially on a quarterly basis; unexpected decline in revenues without a corresponding and timely slowdown in expense growth; the company's ability to retain key management and employees; intense competition and the company's ability to meet demand at competitive prices and to continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance; relationships with significant suppliers and customers; as well as other risks and uncertainties, including but not limited to those detailed from time to time in the Company's SEC filings. The Company undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with the Company's business, please refer to the risks and uncertainties detailed from time to time in the Company's SEC filings.
This release does not constitute an offer for sale of securities.
Contact Information
A.C. Simmonds and Sons Inc.
(changing its name from BLVD Holdings Inc.)
Don Fenton
416-434-3681

text: A.C. Simmonds and Sons Inc.

text: Vertility Oil & Gas

text: A. C. Simmonds and Sons Inc.

text: A. C. Simmonds and Sons Inc.

text: Vertility Oil & Gas

text: Vertility Oil & Gas

text: Rabea Allos

text: Vertility Oil & Gas

text: Vertility Oil & Gas

text: Vertility Oil & Gas

text: A.C. Simmonds and Sons Inc.

text: A.C. Simmonds and Sons Inc.


text:
EX-99.1
2
a10-7288_7ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS
NEWS
NEWS
CF INDUSTRIES COMPLETES EXCHANGE OFFER FOR TERRA INDUSTRIES
Acquisition of Terra Industries to be Completed on April 15, 2010
DEERFIELD,
IL, April 15, 2010 - CF Industries Holdings, Inc. (NYSE: CF)
announced today that it has successfully completed its exchange offer for Terra
Industries Inc. common stock and will complete the acquisition of Terra today,
resulting in Terra becoming a wholly-owned subsidiary of CF Industries. As of the expiration of the subsequent
offering period, Terra stockholders had tendered a total of 92,230,296 shares,
representing approximately 92.1% of Terra's outstanding common stock. The subsequent offering period expired at
5:00 p.m., New York City time on April 14, 2010. All shares that were validly tendered in the
exchange offer have been accepted for payment.
As
CF Industries now owns more than 90% of the outstanding shares of Terra common
stock, CF Industries will complete the acquisition of Terra on April 15,
2010 through the short-form merger procedure under Maryland law, without a vote
or meeting of Terra's stockholders. In
the merger, each outstanding share of Terra common stock not tendered and
purchased in the exchange offer will be converted into the right to receive
$37.15 in cash and 0.0953 of a share of CF Industries common stock, less any
required withholding taxes and without interest, which is the same amount per
share that was offered and paid in the exchange offer. As of today, Terra common stock will cease
trading on the New York Stock Exchange.
Contact
Terry
Huch
Senior
Director, Investor Relations and Corporate Communications
847-405-2515
- thuch@cfindustries.com
About
CF Industries
CF
Industries Holdings, Inc., headquartered in Deerfield, Illinois, is the
holding company for the operations of CF Industries, Inc. CF Industries is
a global leader in nitrogen and phosphate fertilizer manufacturing and
distribution, serving both agricultural and industrial customers. CF Industries
operates world-class nitrogen fertilizer manufacturing complexes in the central
United States and Canada; conducts phosphate mining and manufacturing
operations in Central Florida; and distributes fertilizer products through a
system of terminals, warehouses, and associated transportation equipment located
primarily in the Midwestern United States. The company also owns 50 percent
interests in KEYTRADE AG, a global fertilizer trading organization
headquartered near Zurich, Switzerland; GrowHow UK Limited, a fertilizer
manufacturer in the United Kingdom; and an ammonia facility in The Republic of
Trinidad and Tobago. Additional information on CF Industries is found on the
company's website at www.cfindustries.com.
1
Forward-Looking
Statements
Certain
statements contained in this press release may constitute "forward-looking
statements." All statements in this press release, other than those relating to
historical information or current condition, are forward-looking statements.
These forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond our control, which could cause actual
results to differ materially from such statements. Risks and uncertainties
relating to the transaction include: uncertainty of the expected financial
performance of CF Holdings following completion of the transaction; CF Holdings'
ability to comply with the covenants in indebtedness related to the transaction
and to make payments under such indebtedness when due; CF Holdings' ability to
consummate an equity offering following the closing of the transaction; CF
Holdings' ability to achieve the cost-savings and synergies contemplated by the
transaction within the expected time frame; CF Holdings' ability to promptly
and effectively integrate the businesses of Terra and CF Holdings; and
disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers. Additional risks and
uncertainties include: the relatively expensive and volatile cost of North
American natural gas; the cyclical nature of our business and the agricultural
sector; the global commodity nature of our fertilizer products, the impact of
global supply and demand on our selling prices, and the intense global
competition in the consolidating markets in which we operate; conditions in the
U.S. agricultural industry; risks involving derivatives; weather conditions;
our inability to predict seasonal demand for our products accurately; the
concentration of our sales with certain large customers; the impact of changing
market conditions on our Forward Pricing Program; the reliance of our
operations on a limited number of key facilities and the significant risks and
hazards against which we may not be fully insured; reliance on third party
transportation providers; risks associated with joint ventures; risks
associated with expansion of our business, including unanticipated adverse
consequences and the significant resources that could be required; future
regulatory restrictions and requirements related to greenhouse gas emissions,
climate change or other environmental requirements; potential liabilities and
expenditures related to environmental and health and safety laws and
regulations; our potential inability to obtain or maintain required permits and
governmental approvals or to meet financial assurance requirements; acts of
terrorism; difficulties in securing the supply and delivery of raw materials we
use and increases in their costs; losses on our investments in securities; loss
of key members of management and professional staff; the international credit
crisis and global recession; and the other risks and uncertainties included
from time to time in our filings with the SEC. Except as required by law, we
undertake no obligation to update or revise any forward-looking statements.
###
2

text: CF INDUSTRIES

text: TERRA INDUSTRIES

text: Terra Industries

text: CF Industries Holdings, Inc.

text:
Terra
Industries

text: Terra

text: Terra

text: CF Industries

text: Terra

text: Terra

text: CF Industries

text: Terra

text: CF Industries

text: Terra

text: Terra

text: Terra

text: CF Industries

text: Terra

text: CF Industries

text:
CF
Industries Holdings, Inc.

text: CF Industries

text: CF Industries

text: CF Industries

text: CF Industries

text: Terra


text:
EX-99.1
3
k89037exv99w1.txt
MAY 5, 2004 PRESS RELEASE
EXHIBIT 99.1
CONFIDENTIAL TREATMENT REQUESTED BY LANNETT COMPANY, INC.
MAY 5, 2004 PRESS RELEASE
LANNETT(R) COMPANY, INC ANNOUNCES THE SIGNING OF A CONTRACT WITH JEROME STEVENS
PHARMACEUTICAL, INC.
PHILADELPHIA, PA -- May 5, 2004 -- LANNETT(R) COMPANY, INC. (AMEX: LCI)
announced that it has signed a contract with Jerome Stevens Pharmaceutical, Inc.
(JSP), its primary supplier, for three of JSP's products. Effective immediately,
Lannett and JSP have executed a contract that provides Lannett with exclusive
distribution rights in the United States for the current line of JSP products.
Lannett has been distributing a number of JSP products for the past two years
without a formal agreement. The agreement is for a period of ten years.
Under the terms of the contract, Lannett will have exclusive purchase
and distribution rights for the following JSP products: Butalbital, with
Aspirin, Caffeine and Codeine Phosphate capsules, Digoxin tablets, Levothyroxine
Sodium tablets, and Unithroid(R) tablets. Lannett has previously sold these
products for JSP; and the parties have agreed to memorialize the terms amid a
growing business relationship. In exchange for the exclusive distribution
rights, Lannett will grant JSP four million (4,000,000) shares of Lannett's
authorized, unissued common stock. Lannett has also agreed to file a
registration statement registering the shares.
"The execution of this supply and distribution agreement has solidified
our ongoing supply of the JSP products. The JSP line has become an integral part
of our business. We have been successful in opening many new customer accounts
with the JSP products. It was important for us to memorialize the business terms
of the supply from JSP because of the importance of these products on our
overall results of operations. We believe the investment made in this contract
will benefit the Company and its shareholders, and
CONFIDENTIAL TREATMENT REQUESTED BY LANNETT COMPANY, INC.
assure Lannett of continued business growth and penetration in the generic drug
industry", said Arthur Bedrosian, Lannett's President. "We value our
relationship with Lannett and look forward to many more years together. We
intend to hold the shares of Lannett common stock issued to us as an investment,
as we believe in the long range growth and the future of the Company " said
Jerry Steinlauf, JSP's President.
Among the JSP products included in the agreement, Levothyroxine Sodium
Tablets contributes the greatest amount to Lannett's sales, and has the strong
potential to further increase Lannett's future sales. Levothyroxine Sodium
Tablets are used to treat hypothyroidism and other thyroid disorders. It is one
of the most prescribed drugs in the United States with over 13 million patients.
With its distribution of this product, Lannett competes in a market which is
currently controlled by 2 branded Levothyroxine Sodium tablet products--Abbott
Laboratories' Synthroid(R), Monarch Pharmaceutical's Levoxyl(R). JSP's
Unithroid(R) was the first FDA approved (August 2000) Levothyroxine Sodium
Tablet formulation. Both Synthroid(R) and Levoxyl(R) were approved by the FDA in
the following years. The U.S. market for Levothyroxine Sodium Tablets is
estimated to be approximately $1.3 billion in annual sales. Currently,
Synthroid(R) and Levoxyl(R) control the majority of this market. However, JSP
has applied to the FDA, through supplements to its NDA, to approve its product's
bioequivalence to both Synthroid(R) and Levoxyl(R). If the FDA approves JSP's
supplemental applications, Lannett expects the sales of its marketed
Levothyroxine product to increase, relative to the market size of the two
dominant brands.
Lannett's common stock trades on the American Stock Exchange under the
symbol "LCI". For more information, please call Investor Relations at
215-333-9000.
THIS PRESS RELEASE CONTAINS CERTAIN STATEMENTS OF A FORWARD-LOOKING
NATURE RELATING TO FUTURE EVENTS OR FUTURE BUSINESS PERFORMANCE. ANY SUCH
CONFIDENTIAL TREATMENT REQUESTED BY LANNETT COMPANY, INC.
STATEMENTS THAT REFER TO LANNETT'S ESTIMATED OR ANTICIPATED FUTURE FINANCIAL
RESULTS, FUTURE INVENTORY LEVELS, FUTURE COMPETITION OR PRICING, FUTURE LEVELS
OF OPERATING EXPENSES, PRODUCT DEVELOPMENT EFFORTS OR PERFORMANCE, OR OTHER
NON-HISTORICAL FACTS ARE FORWARD-LOOKING AND REFLECT LANNETT'S CURRENT
PERSPECTIVE OF EXISTING TRENDS AND INFORMATION. THESE STATEMENTS INVOLVE RISKS
AND UNCERTAINTIES THAT CANNOT BE PREDICTED OR QUANTIFIED AND, CONSEQUENTLY,
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS,
THE UNCERTAINTY THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE PRELIMINARY
RESULTS DESCRIBED IN THIS PRESS RELEASE, RATES OF SALE OF CUSTOMER INVENTORIES,
THE SUCCESS OF LANNETT'S PRODUCT DEVELOPMENT ACTIVITIES AND THE TIMELINESS WITH
WHICH REGULATORY AUTHORIZATIONS AND PRODUCT ROLL-OUT MAY BE ACHIEVED, MARKET
ACCEPTANCE OF LANNETT'S PRODUCTS AND THE IMPACT OF COMPETITIVE PRODUCTS AND
PRICING, THE AVAILABILITY ON COMMERCIALLY REASONABLE TERMS OF RAW MATERIALS AND
OTHER THIRD PARTY SOURCED PRODUCTS, SUCCESSFUL COMPLIANCE WITH EXTENSIVE,
COSTLY, COMPLEX AND EVOLVING GOVERNMENTAL REGULATIONS AND RESTRICTIONS, EXPOSURE
TO PRODUCT LIABILITY AND OTHER LAWSUITS AND CONTINGENCIES, AND OTHER RISKS AND
UNCERTAINTIES DETAILED IN LANNETT'S MOST RECENT FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING BUT NOT LIMITED TO: LANNETT'S ANNUAL REPORT AND
FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2003.
###

text:
JEROME STEVENS
PHARMACEUTICAL, INC.

text: LANNETT(R) COMPANY, INC.

text: Jerome Stevens Pharmaceutical, Inc.


text:
EX-99.1
2
exhibit991-krauszacquisiti.htm
EXHIBIT 99.1
Exhibit
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
December 3, 2018
Mueller Water Products
Announces Completion of Acquisition of Krausz Industries, Ltd.
ATLANTA - December 3, 2018 Mueller Water Products, Inc. (NYSE: MWA) today announced that it has completed the previously announced purchase of Krausz Industries, Ltd. and certain affiliates for $140 million, subject to adjustments for acquired cash, a working capital true up, and other items. Additional details about the acquisition will be discussed during Mueller Water Products' first quarter earnings call.
About Mueller Water Products
Mueller Water Products, Inc. (NYSE:MWA) is a leading manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America. Our broad product and service portfolio includes engineered valves, fire hydrants, metering products and systems, leak detection and pipe condition assessment. We help municipalities increase operational efficiencies, improve customer service and prioritize capital spending, demonstrating why Mueller Water Products is Where Intelligence Meets Infrastructure®. For more information about Mueller Water Products, visit www.muellerwaterproducts.com.
Mueller refers to one or more of Mueller Water Products, Inc., a Delaware corporation ("MWP"), and its subsidiaries. MWP and each of its subsidiaries are legally separate and independent entities when providing products and services. MWP does not provide products or services to third parties. MWP and each of its subsidiaries are liable only for their own acts and omissions and not those of each other. MWP brands include Mueller®, Echologics®, Hydro Gate®, Hydro-Guard®, Jones®, Mi.Net®, Milliken®, Pratt®, Singer®, and U.S. Pipe Valve & Hydrant. Please see muellerwp.com/brands to learn more.
Investor Contact: Whit Kincaid 770-206-4116 wkincaid@muellerwp.com
Media Contact: Yolanda Kokayi 770-206-4131 ykokayi@muellerwp.com

text: Mueller Water Products

text: Krausz Industries, Ltd.

text: Mueller Water Products, Inc.

text: Krausz Industries, Ltd.

text: Mueller Water Products

text: Mueller Water Products

text: Mueller Water Products, Inc.

text: Mueller Water Products

text: Mueller Water Products

text: Mueller Water Products, Inc.


text:
EX-99.1
2
ex991-tgenadgemergercomple.htm
PRESS RELEASE
Exhibit
TECOGEN AND AMERICAN DG COMPLETE MERGER
WALTHAM, MA (May 18, 2017)-Tecogen Inc. (Nasdaq: TGEN), ("Tecogen"), a leading manufacturer of clean energy products, and American DG Energy Inc., (NYSE MKT: ADGE), ("ADGE") an On-Site Utility, offering clean electricity, heat, hot water and cooling solutions to hospitality, healthcare, housing and fitness facilities, announced today that their respective stockholders have voted to approve the adoption of the amended merger agreement (the " Merger Agreement"), dated November 1, 2016, as subsequently amended, among Tecogen, ADGE and Tecogen.ADGE Acquisition Corp., a wholly-owned subsidiary of the Company ("Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub will merge with and into ADGE, with ADGE as the surviving entity, and therefore ADGE will become a wholly-owned subsidiary of Tecogen (the "Merger").
Approximately 98.95% of the Tecogen shares present at Tecogen's Special Meeting of Stockholders voted in favor of the adoption of the Merger Agreement, which represented approximately 54.94% of Tecogen's total outstanding shares of common stock as of April 24, 2017, the record date.
For ADGE, approximately 98.76% of the ADGE shares present at ADGE's Special Meeting of Stockholders voted in favor of the adoption of the Merger Agreement. The shares present represented approximately 70.92% of ADGE's total outstanding shares of common stock as of April 24, 2017, the record date.
The Merger became effective today, May 18, 2017, approximately 4:00 P.M. EST. ADGE shareholders will receive notices from Continental Stock Transfer, Tecogen's exchange agent, regarding the process of exchanging their ADGE stock for shares of Tecogen common stock.
About Tecogen
Tecogen® Inc. designs, manufactures, markets, and maintains high efficiency, ultra-clean cogeneration products including natural gas engine-driven combined heat and power, air conditioning systems, and water heaters for residential, commercial, recreational and industrial use. Tecogen is known for cost efficient, environmentally friendly and reliable products for distributed power generation that, through patented technology, nearly eliminate criteria pollutants and significantly reduce a customer's carbon footprint. Tecogen's natural gas powered cogeneration systems (also known as combined heat and power or "CHP") are efficient because they drive electric generators or compressors, which reduce the amount of electricity purchased from the utility while recovering the engine's waste heat for water heating, space heating, and/or air conditioning at the customer's building. Tecogen manufactures three types of CHP products: Cogeneration units that supply electricity and hot water including the InVerde® 100, InVerde e+®, CM-75 and CM-60; Chillers that provide air-conditioning and hot water marketed under the TECOCHILL® brand name; and Ilios® branded high-efficiency water heaters. Tecogen's CHP products are sold directly to customers by our in-house marketing team, and by established sales agents and representatives, including ADGE.
About American DG Energy
ADGE installs, owns, operates and maintains complete distributed generation, or DG systems or energy systems, and other complementary systems at customer sites and sell electricity, hot water, heat and cooling energy under long-term contracts at prices guaranteed to the customer to be below conventional utility rates. As of December 31, 2016, ADGE had 92 installed energy systems, representing an aggregate of approximately 5,445 kilowatts, or kW, 41.6 million British thermal units, or MMBtu's, of heat and hot
water and 4,500 tons of cooling. kW is a measure of electricity generated, MMBtu is a measure of heat generated and a ton is a measure of cooling generated.
Tecogen Media & Investor Relations Contact Information:
John N. Hatsopoulos
P: (781) 622-1120
E: John.Hatsopoulos@Tecogen.com

text: TECOGEN

text: AMERICAN DG

text: Tecogen Inc.

text: Tecogen

text: American DG Energy Inc.

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen

text: Tecogen


text:
EX-99.1
2
exhibit99-1.htm
PRESS RELEASE DATED AUGUST 28, 2008
Filed by sedaredgar.com - Net1 UEPS Technologies Inc. - Exhibit 99.1
Exhibit 99.1
Net1 Announces Acquisition of BGS Smart Card
Systems
Johannesburg, South Africa
(August 28, 2008) - Net 1 UEPS Technologies, Inc. ("Net1" or the "Company")
(NASDAQ: UEPS) today announced that it has acquired 80.1% of BGS Smartcard
Systems AG ("BGS"), an Austrian private company that provides smart card-based
payment systems to banks, enterprises and government authorities in Russia,
Ukraine, Uzbekistan, Mongolia, Vietnam, India and Oman. BGS' system, Dual
Universal Electronic Transactions, or DUET, was developed by BGS as a derivative
of the first version of Net1's UEPS technology that Net1 licensed to BGS in
1993. BGS' largest customer is Sberbank, the largest financial institution in
Russia, which owns the remaining 19.9% of BGS. In the acquisition, Net1 paid the
selling shareholders approximately €71.5 million in cash and issued certain
shareholders an aggregate of 40,134 shares of Net1 common stock.
Net1's management believes that
the acquisition of BGS offers numerous potential strategic benefits, including
the following:
Increasing Net1's revenues from providing its financial services
and value-added
products to a new cardholder base.
BGS has historically
employed a business model which focused on selling its product offering
into various countries. In contrast, Net1's service-based business
model focuses on generating continuing revenues from its cardholder base
through transaction-based fees, financial services and value-added products.
Management believes that the geographical footprint of BGS is now large
enough to allow Net1 to overlay its service-based model onto the various
DUET systems operating in Russia and other countries, thereby creating new
revenue streams for BGS and system operators.
Enhancing Net1's product offering by leveraging technology platforms
and IT
development resources.
Management believes that Net1's
technological leadership in fields such as biometric identification and
in the integration of its UEPS technology with GSM will allow Net1 to create
new business opportunities for BGS such as national identification, voting
and welfare distribution systems and cell phone-based payment solutions.
Further, the addition of BGS' skilled human resources in the information
technology area should greatly assist Net1 in the ongoing development of
its technologies and maintenance of its existing systems.
Increasing the depth of the management team with the addition of experienced
executives.
Leonid Delberg and Richard Schweger have led BGS
since 1997 and have over 25 years of combined experience in the smart card
industry. Messrs. Delberg and Schweger will continue as senior executives
of BGS and oversee its expansion and integration with Net1. The Company
believes that the expertise and experience of BGS' senior management
will greatly assist Net1 in its global expansion initiatives.
Accelerating the rollout of UEPS in Russia and other new territories.
There is little geographical overlap in our and BGS' operations
and thus, the acquisition offers Net1 the opportunity to establish relationships
in countries where management believes there are exciting opportunities
for the implementation of its technology but where Net1 has minimal current
relationships. Management believes that having a local partner is important
to the success of international implementation of Net1's systems. Thus,
management further believes that Sberbank, through its leading market position
in Russia, can offer Net1 its extensive business network to implement Net1's
complete suite of products there and will be motivated to do so by virtue
of its continued participation as a shareholder in BGS.
"We are incredibly excited about the acquisition of BGS as it represents another significant milestone in the implementation of our international expansion strategy", said Dr. Serge Belamant, Net1's
Chairman and Chief Executive Officer. "We can now introduce the UEPS and our full suite of products and services in Russia and other countries where we have not operated to date and provide all their citizens with access to a new range of
financial products and services made possible by our UEPS technology. The addition of Leonid Delberg and Richard Schweger, with their many years of experience in the smart card payment industry, to our already talented management team will
undoubtedly help us grow the business in these and other countries".
Leonid Delberg, Chairman and CEO of BGS, added, "Net1, with its rich history of technological innovation, offers BGS a unique opportunity to expand the types of products and services that we can provide to our
customers. We very much look forward to working with Serge and the rest of his team to capitalize on the synergies of our payment technologies".
Net1 financed the cash portion of the purchase price of the BGS shares with the proceeds of bank financing which it expects to repay within the next several months from its cash reserves. The Company is in the process
of listing its shares on the JSE Limited. The listing will result in the conversion into common stock of all of Net1's convertible preferred stock and will allow its main South African operating subsidiary to repay certain inter-company loans
extended to it by Net 1 in connection with the 2004 Aplitec acquisition. The funds provided by the repayment of these loans will be used to repay the bank facility.
About Net1
(
www.net1ueps.com
)
Net1 provides its universal electronic payment system, or UEPS, as an alternative payment system for the unbanked and under-banked populations of developing economies. The company believes that it is the first company
worldwide to implement a system that can enable the estimated four billion people who generally have limited or no access to a bank account to enter affordably into electronic transactions with each other, government agencies, employers, merchants
and other financial service providers. To accomplish this, Net1 has developed and deployed the UEPS. This system uses secure smart cards that operate in real-time but offline, unlike traditional payment systems offered by major banking institutions
that require immediate access through a communications network to a centralized computer. This offline capability means that users of Net1's system can enter into transactions at any time with other cardholders in even the most remote areas so
long as a portable offline smart card reader is available. In addition to payments and purchases, Net1's system can be used for banking, health care management, international money transfers, voting and identification.
Net1 also focuses on the
development and provision of secure transaction technology, solutions and
services. Its core competencies around secure online transaction processing,
cryptography and integrated circuit card (chip/smart card) technologies are
principally applied to electronic commerce transactions in the
telecommunications, banking, retail, petroleum and utilities market sectors.
These technologies form the cornerstones of the "trusted transactions"
environment of Prism, a South African based subsidiary of the company, and
provide the Company with the building blocks for developing secure end-to-end
payment solutions.
About BGS
(
www.bgssmartcard.com
)
BGS is an Austrian company whose
core business consists of developing and integrating smart card-based offline
and online financial transaction systems. Since 1993, BGS has implemented
tailor-made smart card-based payment solutions, focusing on emerging economies
and in cooperation with banks, enterprises and government authorities.
BGS is headquartered in Vienna,
Austria, and has subsidiaries in India and Russia, and a branch office in the
Ukraine. Distributors are located in Asia, Central and South America, the
Commonwealth of Independent States and the Middle East. BGS employs more than
100 people worldwide, including 75 staff members in the research and development
and the technical division. BGS' approach is to offer its customers an adaptive
and flexible turnkey solution which encompasses modular smart card and
back-office solutions, hardware, consulting services, product customization and
integration, installation, system implementation and technical support and
training.
Forward-Looking Statements
This announcement contains
forward-looking statements that involve known and unknown risks and
uncertainties. A discussion of various factors that could cause the Company's
actual results, levels of activity, performance or achievements to differ
materially from those expressed in such forward-looking statements are included
in the Company's filings with the Securities and Exchange Commission. The
Company undertakes no obligation to revise any of these statements to reflect
future circumstances or the occurrence of unanticipated events.
Contact William Espley at Net1 Investor
Relations at:
Telephone:
1-604-484-8750
Toll Free:
1-866-412-NET1 (6381)

text:
BGS Smart Card
Systems

text: Net 1 UEPS Technologies, Inc.

text:
BGS Smartcard
Systems AG

text: Leonid Delberg

text: Serge Belamant

text: Leonid Delberg

text: Leonid Delberg


text:
EX-99.1
4
d184873dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
ORBCOMM ANNOUNCES COMPLETION OF ACQUISITION
BY GI PARTNERS
Transaction well-positions Company to continue driving innovation and
long-term strategic growth in the industrial IoT
Rochelle Park, NJ, September
1, 2021
- ORBCOMM Inc., a global provider of Internet of Things (IoT) solutions, today announced
the completion of its acquisition by GI Partners, a leading
US-based
private investment management firm, in an
all-cash
transaction that values ORBCOMM at approximately
$1.1 billion, including net debt.
Under the terms of the transaction, which was announced on April 8, 2021, ORBCOMM stockholders will receive
$11.50 in cash per outstanding share of common stock, representing a premium of approximately 52% to ORBCOMM's closing share price on April 7th and a 50% premium over the
90-day
volume-weighted average
share price through that date. The transaction was approved by ORBCOMM stockholders on July 8, 2021. Effective today, ORBCOMM is a privately-held company, and its common stock is no longer listed on the Nasdaq Stock Market.
"ORBCOMM's partnership with GI Partners represents an exciting new chapter for the Company's continued leadership in the industrial IoT,"
said Marc Eisenberg, ORBCOMM's Chief Executive Officer. "As a privately held company, we will have the resources and flexibility to accelerate growth by enhancing our operations, fast-tracking innovation, entering new markets, and focusing
on customer success".
"ORBCOMM's
best-in-class
IoT
solutions are integral to some of the world's largest enterprises, and we are confident that our strategic investments will build on the Company's impressive market position and help them achieve the pivotal next phase of growth,"
said Mark Prybutok, Managing Director of GI Partners. "GI Partners and ORBCOMM are aligned on our
go-forward
strategy, and we will hit the ground running with Marc and the ORBCOMM team on the significant
value-creation opportunities we have identified to drive growth and innovation in high-potential IoT markets", said Brendan Scollans, Managing Director of GI Partners.
PJT Partners and Raymond James served as financial advisors to ORBCOMM, and Milbank LLP served as legal counsel. Evercore served as financial advisor to GI
Partners, and Simpson Thacher & Bartlett LLP and Morgan, Lewis & Bockius LLP served as legal counsel.
About ORBCOMM Inc.
ORBCOMM is a global leader and innovator in the industrial Internet of Things, providing solutions that connect businesses to their assets to deliver increased
visibility and operational efficiency. The company offers a broad set of asset monitoring and control solutions, including seamless satellite and cellular connectivity, unique hardware and powerful applications, all backed by
end-to-end
customer support, from installation to deployment to customer care. ORBCOMM has a diverse customer base including premier OEMs, solutions customers and channel
partners
spanning transportation, supply chain, warehousing and inventory, heavy equipment, maritime, natural resources, and government. For more information, visit
www.orbcomm.com
. You can also
connect with ORBCOMM at
https://blog.orbcomm.com
, on Twitter at @ORBCOMM_Inc, at
https://www.linkedin.com/company/orbcomm
or
https://www.youtube.com/c/ORBCOMM_Inc
.
About GI Partners
Founded in 2001, GI Partners is a
private investment firm based in San Francisco, California. The firm has raised over $28 billion in capital from leading institutional investors around the world to invest in its private equity, real estate, and data infrastructure strategies.
The private equity team invests primarily in companies in the Healthcare, IT Infrastructure, Services, and Software sectors. The real estate team invests across a broad range of platforms and strategies. The data infrastructure team invests
primarily in hard asset infrastructure businesses underpinning the digital economy. For more information on GI Partners and its portfolio, please visit
www.gipartners.com
.
ORBCOMM Contacts
For Corporate Relations:
For Trade Media:
Michelle Ferris
Sue Rutherford
Senior Director of Corporate Communications
VP of Marketing
+1 703.462.3894
+1 613.290.1169
ferris.michelle@orbcomm.com
rutherford.sue@orbcomm.com
investorrelations@orbcomm.com
mediarelations@orbcomm.com
GI Partners Media Contacts
Chris Tofalli
Gretchen Robinson
Chris Tofalli Public Relations LLC
GI Partners
Chris@tofallipr.com
grobinson@gipartners.com

text: ORBCOMM

override: organization

text: GI PARTNERS

text: ORBCOMM Inc.

text: GI Partners

text: ORBCOMM

text: ORBCOMM

text: ORBCOMM

text: ORBCOMM

text: ORBCOMM

text: ORBCOMM

text: GI Partners

text: ORBCOMM

text: ORBCOMM

text: Mark Prybutok

text: GI Partners

text: GI Partners

text: ORBCOMM

text: ORBCOMM

text: Brendan Scollans

text: GI Partners

text: PJT Partners

text: Raymond James

text: ORBCOMM

text: Milbank LLP

text: Evercore

text:
GI
Partners

text: Simpson Thacher & Bartlett LLP

text: Morgan, Lewis & Bockius LLP

text: ORBCOMM Inc.

text: ORBCOMM

text: ORBCOMM

text: ORBCOMM

text: GI Partners

text: GI Partners

text: GI Partners

text: ORBCOMM

text: GI Partners

text: GI Partners


text:
EX-99.1
2
exhibit99-1.htm
EXHIBIT 99.1
Scandium International Mining Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
NEWS RELEASE
TSX: SCY
October 10, 2017
NR 17-8
www.scandiummining.com
SCANDIUM INTERNATIONAL CLOSES SHARE EXCHANGE
TRANSACTION
WITH SCANDIUM INVESTMENTS LLC.
Reno, Nevada, October 10, 2017 -
Scandium International
Mining Corp
.
(
TSX:SCY
)
("Scandium International" or the
"Company"
) is pleased to announce that it has closed the share exchange
transaction with Scandium Investments LLC ("SIL"), as approved by the SCY
shareholders at a Special Meeting on September 11, 2017, and as a result, has
acquired the 20% interest in EMC Metals Australia Pty Ltd ("EMC-A") previously
held by SIL.
The Company now holds 100% ownership of EMC-A, which is the
Company's Australian subsidiary that holds a 100% interest in both the Nyngan
and Honeybugle Scandium Projects, located in New South Wales, Australia.
Pursuant to the share exchange transaction, the Company issued SIL 57,371,565
common shares of the Company in return for acquiring SIL's share interest in
EMC-A. These newly issued common shares represent 20% of the total issued common
shares of the Company, on a post-transaction basis.
HIGHLIGHTS:
SCY exchanged 57,371,565 common shares to secure a 100% interest in the
Nyngan
and Honeybugle scandium projects in NSW, Australia,
SIL exchanged their 20% direct project stake for a 20% SCY common share
interest,
Transaction considered non-dilutive to existing SCY shareholders,
SIL becomes the largest single Company shareholder, and
Two members of SIL, Peter Evensen and R. Christian Evensen, join the
SCY Board
as board members immediately.
Ownership of 100% of the Company's scandium projects provides
significant advantages for the development of the Nyngan Scandium Project. In
particular, SIL and the Company agreed that consolidating 100% ownership of
Nyngan and Honeybugle would potentially allow for a wider array of project
financing structures at either EMC-A or individual project level, and would
optimize the cost of capital for the Nyngan Scandium Project.
In connection with the transaction, SIL nominees Mr. Peter
Evensen and Mr. R. Christian Evensen have been appointed to the Company's Board
of Directors. As Board members, Peter and Chris Evensen can contribute their
funding expertise more directly and effectively to the entire project, fully aligning the interests of SIL and the Company, benefiting
the development program, and in turn benefiting all Company shareholders.
Pursuant to the transaction, the Company also issued 1,459,080
common shares to SIL, as an adjustment payment for the 20% portion of a
revenue-based royalty on Nyngan/Honeybugle that was excluded from SIL's share in
the project interests.
George Putnam, CEO of Scandium International Mining Corp.
commented:
"
On behalf of the entire SCY Board, we welcome Peter and
Chris to the team, and look forward to their contributions towards our goal of
building the first-ever primary scandium mine at Nyngan. We firmly believe in
the value of this project and the exciting possibilities we have to deliver
significant volumes of scandium product to waiting global markets".
SIL's Report on Ownership of Shares of the Company
On October 10, 2017, pursuant to the transaction, in accordance
with Canadian regulatory requirements, SIL reports that it acquired an aggregate
of 58,830,645 common shares of the Company, representing approximately 20.4% of
the issued and outstanding common shares of the Company. Of those shares, a
total of 57,371,565 shares were issued at a price of $0. 34 per share, for a
total deemed value of C$19,506,332.10 and 1,459,080 common shares were issued at
a price of $0.35 per share, for a total deemed value of C$510,678.
Immediately prior to the foregoing acquisition, SIL owned
and/or had control over 3,549,160 common shares of the Company. As a result of
the foregoing acquisition, SIL owns and/or has control over 62,379,805 common
shares of the Company, representing approximately 21.4% of the total issued and
outstanding common shares of the Company. This represents a 1657% change in
SIL's ownership of common shares.
SIL does not own or have any control over any warrants of the
Company.
SIL acquired the securities in connection with a transaction
between the Company, SIL and EMC Australia Pty Ltd., as disclosed in the
information circular of the Company dated August 4, 2017, and has no present
intention to dispose of or acquire further securities of the Company. SIL may,
in the future, participate in financings and/or acquire or dispose of securities
of the Company in the market, privately or otherwise, as circumstances or market
conditions warrant.
ABOUT SCANDIUM INTERNATIONAL MINING CORP.
The Company is focused on developing its Nyngan Scandium
Project, located in NSW, Australia, into the world's first scandium-only
producing mine. The project has received all key approvals, including a mining
lease, necessary to proceed with project construction.
The Company filed a NI 43-101 technical report in May 2016,
titled
"Feasibility Study - Nyngan
Scandium Project"
. That feasibility study delivered
an expanded scandium resource, a first reserve figure, and an estimated 33.1%
IRR on the project, supported by extensive metallurgical test work and an
independent, 10-year global marketing outlook for scandium demand.
For inquiries to Scandium International Mining Corp, please contact:
Edward Dickinson
Tel: (775) 233-7328
Email:
info@scandiummining.com
This press release contains forward-looking statements about the Company and its business. Forward looking statements are statements that are not historical facts and include, but are not limited to statements regarding any future development of
the project. The forward-looking statements in this press release are subject to various risks, uncertainties and other factors that could cause the Company's actual results or achievements to differ materially from those expressed in or implied by
forward looking statements. These risks, uncertainties and other factors include, without limitation risks related to the availability of financing project development, demand for scandium, the contributions of new directors; uncertainties
associated with the results of production as described in the feasibility study; and other factors identified in the Company's SEC filings and its filings with Canadian securities regulatory authorities.
Forward-looking statements are based on the beliefs, opinions and expectations of the Company's management at the time they are made, and other than as required by applicable securities laws, the Company does not assume any obligation to update
its forward-looking statements if those beliefs, opinions or expectations, or other circumstances, should change.

text:
Scandium International
Mining Corp
.

text: SIL

text: EMC Metals Australia Pty Ltd

text: SIL

text: SIL

text: SIL

text: SIL

text: SIL

text: SIL

text: Peter Evensen

text: R. Christian Evensen

text: SIL

text: SIL

text:
Peter
Evensen

text: R. Christian Evensen

text: SIL

text: SIL

text: SIL

text: George Putnam

text: SIL

text: SIL

text: SIL

text: SIL

text: SIL

text: SIL

text: SIL

text: SIL

text: SIL


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
Exhibit 99.1
NEWS RELEASE
COMPUWARE CORPORATION
Corporate Headquarters
One Campus Martius
·
Detroit, Michigan 48226
(313) 227-7300
For Immediate Release
October 31, 2014
Compuware Announces Completion of Spin-Off of Covisint
DETROIT, October 31, 2014 -- Compuware Corporation ("Compuware") (Nasdaq: CPWR), the technology performance company, today announced that it has completed its previously announced distribution of all of its 31,384,920 shares of Covisint Corporation ("Covisint") (Nasdaq: COVS) common stock as a pro rata dividend on shares of Compuware common stock, and on shares of Compuware common stock deliverable under restricted stock units relating to Compuware common stock ("RSUs"), outstanding on October 20, 2014, the record date.
Based on the number of Compuware shares outstanding and shares deliverable under RSUs as of October 20, 2014, the record date for the distribution, holders of Compuware common stock received 0.14025466 shares of Covisint common stock in the distribution with respect to each outstanding share of Compuware common stock they owned at the close of business on the record date, and holders of RSUs received 0.14025466 shares of Covisint common stock in the distribution with respect to each share of Compuware common stock deliverable under the RSUs they held at the close of business on the record date.
Fractional shares of Covisint common stock were not distributed to Compuware shareholders or RSU holders. Instead, the fractional shares of Covisint common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to Compuware shareholders and RSU holders who would otherwise receive Covisint fractional shares. The spin-off is expected to be taxable for U.S. federal income tax purposes. Thus, the value of the Covisint common stock, as well as any cash received in lieu of fractional shares, will generally be taxable. Compuware shareholders and RSU holders should consult their tax advisors with respect to U.S. federal, state, local and foreign tax consequences of the distribution, including, without limitation, the potential imposition of withholding taxes on the distribution of Covisint common stock.
With the completion of the distribution, Compuware no longer owns shares of Covisint common stock.
Compuware common stock trades on Nasdaq under the symbol "CPWR." Covisint common stock trades on Nasdaq under the symbol "COVS".
Compuware Corporation
Compuware Corporation is the technology performance company, and we exist solely to help our customers optimize the performance of their most important and innovative technologies-those that drive their businesses forward. Today, more than 7,100 companies, including many of the world's largest organizations, depend on Compuware and our new generation approach to performance management to do just that. Learn more at:
http://www.compuware.com
.
Compuware Announces Completion of Spin-Off of Covisint
October 31, 2014
Page 2
Additional Information and Where to Find It
On October 6, 2014, Compuware filed a preliminary proxy statement with the SEC in connection with the solicitation of proxies for a special meeting of shareholders related to the proposed acquisition of Compuware by affiliates of Thoma Bravo, LLC. Prior to the special meeting, Compuware will file with the SEC a definitive proxy statement, together with a WHITE proxy card. Promptly after filing the definitive proxy statement with the SEC, Compuware will mail the definitive proxy statement and a WHITE proxy card to each shareholder entitled to vote at the special meeting. INVESTORS AND SECURITY HOLDERS OF COMPUWARE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement (including the WHITE proxy card), the preliminary proxy statement, and any other documents filed by Compuware with the SEC (when they become available), may be obtained free of charge at the SEC's website (http://www.sec.gov) or at Compuware's website (http://www.compuware.com) or by writing to Compuware's Secretary at One Campus Martius, Detroit, MI 48226.
Participants in the Solicitation
Compuware and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Compuware's shareholders with respect to the proposed acquisition of Compuware by affiliates of Thoma Bravo, LLC. Detailed information regarding the names, affiliations and interests of individuals who are participants in the solicitation of proxies of Compuware's shareholders is available in Compuware's preliminary proxy statement. Additional information about Compuware's directors and executive officers is set forth in the proxy statement on Schedule 14A filed with the SEC on February 14, 2014, and the Annual Report on Forms 10-K and 10-K/A for the fiscal year ended March 31, 2014.
Press Contact
Lisa Elkin, Senior Vice President, Marketing, Communications and Investor Relations, +1-313-227-7345
Certain statements in this release that are not historical facts, including those regarding the Company's future plans, objectives and expected performance, are "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements represent our outlook only as of the date of this release. While we believe any forward-looking statements we have made are reasonable, actual results could differ materially since the statements are based on our current expectations and are subject to risks and uncertainties. These risks and uncertainties are discussed in the Company's reports filed with the Securities and Exchange Commission. Readers are cautioned to consider these factors when relying on such forward-looking information. The Company does not undertake, and expressly disclaims any obligation, to update or alter its forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

text: COMPUWARE CORPORATION

text: Compuware

text: Covisint

text: Compuware Corporation

text: Compuware

text: Covisint Corporation

text: Covisint

text: Compuware

text: Compuware

text: Compuware

text: Compuware

text: Compuware

text: Covisint

text: Compuware

text: Covisint

text: Compuware

text: Covisint

text: Compuware

text: Covisint

text: Compuware

text: Covisint

text: Covisint

text: Compuware

text: Covisint

text: Compuware

text: Covisint

text: Compuware

text: Covisint

text: Compuware Corporation

text: Compuware Corporation

text: Compuware

text: Compuware

text: Covisint

text: Compuware

text: Compuware

text: Compuware

text: Compuware

text: COMPUWARE

text: Compuware

text: Compuware

text: Compuware

text: Compuware

text: Compuware

text: Compuware

text: Compuware

text: Compuware

text: Compuware


text:
EX-99.2
6
b66715ncexv99w2.htm
EX-99.1 PRESS RELEASE DATED AUGUST 27, 2007
exv99w2
Exhibit 99.2
News Release
For Immediate Release
Contacts:
Richard Mack
Mira Genser
Nuance Communications, Inc.
Nuance Communications, Inc.
Tel:
(781) 565-5000
Tel: (781) 970-5223
Email:
richard.mack@nuance.com
Email:
mgenser@voicesignal.com
Nuance
Closes Acquisition of VoiceSignal
BURLINGTON, Mass., August 27, 2007
-
Nuance Communications, Inc. (NASDAQ: NUAN), the world's
leading supplier of speech solutions, today announced it has
closed the acquisition of VoiceSignal Technologies, Inc. With
proven technology, broad industry relationships, real-world
deployment experience and an organization passionate about
speech technology, the combined company will be able to develop
new and innovative speech solutions and mobile search
capabilities to more effectively serve the rapidly expanding
market for mobile services and applications.
The combination of Nuance and VoiceSignal creates an
organization that can satisfy the accelerating demand for
speech-enabled mobile devices and services. Nuance expects to
serve more than one billion consumers within the next three
years with voice-based mobile solutions that allow people to
simply and effectively navigate, retrieve and transact across
the vast and growing universe of content and services available
in mobile phones, automobiles and personal navigation devices.
The combined company will include among its mobility customers
AOL, AT&T, DaimlerChrysler, Ford, Kyocera, LG, Motorola,
Nokia, Palm, Rogers Wireless, Samsung, Sanyo, Sony Ericsson,
Sprint, RIM,
T-Mobile,
Toyota and Vodafone.
In connection with the acquisition of VoiceSignal and in
accordance with NASDAQ Marketplace Rule 4350, Nuance will
grant 446,750 shares of its common stock, in the form of
stand-alone restricted stock units, as an inducement that is
material to 65 individuals entering into employment arrangements
with Nuance. The restricted stock units will be granted upon the
approval of the Compensation Committee of Nuance's Board of
Directors. The restricted stock units generally vest over a four
year period.
About
Nuance Communications, Inc.
Nuance Communications, Inc. (NASDAQ: NUAN) is a leading provider
of speech and imaging solutions for businesses and consumers
around the world. Its technologies, applications and services
make the user experience more compelling by transforming the way
people interact with information and how they create, share and
use documents. Every day, millions of users and thousands of
businesses experience Nuance's proven applications. For
more information, please visit
www.nuance.com.
Trademark reference: Nuance and the Nuance logo are
registered trademarks or trademarks of Nuance Communications,
Inc. or its affiliates in the United States
and/or
other
countries. All other trademarks referenced herein are the
property of their respective owners.
SAFE
HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the transaction between
Nuance and VoiceSignal, the resources and product portfolio of
the combined company, anticipated growth in the number of
speech-enabled mobile devices, benefits and synergies of the
transaction, future opportunities for the combined company, and
any other statements about Nuance or VoiceSignal
managements' future expectations, beliefs, goals, plans or
prospects constitute forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Any statements that are not statements of historical fact
(including statements containing the words "believes,"
"plans", "anticipates", "expects,"
estimates and similar expressions) should also be considered to
be forward looking statements. There are a number of important
factors that could cause actual results or events to differ
materially from those indicated by such forward looking
statements, including: the ability to consummate the
transaction; the ability of Nuance to successfully integrate
VoiceSignal's operations and employees; the ability to
realize anticipated synergies and cost savings; the failure to
retain customers; and the other factors described in
Nuance's Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2007. Nuance disclaims any
intention or obligation to update any forward looking statements
as a result of developments occurring after the date of this
document.
2

text: Nuance Communications, Inc.

text: Nuance Communications, Inc.

text: Nuance

text: VoiceSignal

text: Nuance Communications, Inc.

text: VoiceSignal Technologies, Inc.

text: Nuance

text: VoiceSignal

text: Nuance

text: VoiceSignal

text: Nuance

text: Nuance

text: Nuance

text: Nuance Communications, Inc.

text: Nuance Communications, Inc.

text: Nuance

text: Nuance

text: Nuance

text:
Nuance Communications,
Inc.

text: Nuance

text: VoiceSignal

text: Nuance

text: VoiceSignal

text: Nuance

text: VoiceSignal

text: Nuance

text: Nuance


text:
EX-99.1
15
c35715_ex99-1.txt
EXHIBIT 99.1
NEWS RELEASE for February 22, 2005 at 7:30 am EST
-------------------------------------------------
CONTACTS FOR INCENTRA SOLUTIONS:
Allen & Caron Inc. Incentra Solutions, Inc.
Jill Bertotti (investors) Thomas P. Sweeney, III
jill@allencaron.com Chairman and CEO
------------------- (303) 449-8279
Len Hall (financial media)
len@allencaron.com
------------------
(949) 474-4300
INCENTRA SOLUTIONS COMPLETES ACQUISITION OF STAR SOLUTIONS
ALMOST DOUBLES ANNUALIZED REVENUES, PROVIDES PLATFORM FOR SALE OF HIGHER
MARGIN STORAGE SOLUTIONS AND SERVICES
BOULDER, CO, FEBRUARY 22, 2005 - Incentra Solutions, Inc. (OTCBB: ICEN)
announced today that it has acquired privately-held STAR Solutions, Inc.
(www.star-solutions.com) of San Diego in a transaction that almost doubles the
Company's annualized revenue and is expected to be immediately accretive.
Chairman and CEO, Thomas P. Sweeney, said that the acquisition of STAR is a key
first step in implementing the Company's strategy to substantially grow revenues
in its target markets by acquiring established direct sales and service
organizations. STAR is a leading systems integrator that provides Information
Technology (IT) products, professional services and outsourcing solutions to
enterprise markets in the western United States.
The purchase price for STAR consisted of $1.5 million in cash, approximately
12.6 million shares of unregistered Incentra common stock, and an unsecured
promissory note for $2.5 million. Incentra acquired all of the outstanding
shares of capital stock of STAR. At the time of the acquisition, STAR had $1.6
million in cash and no outstanding debt. Financing for the acquisition was
provided by Wells Fargo Bank, N.A. through a new $5 million commercial loan
facility. The facility paid all costs of the acquisition and is expected to
provide sufficient capacity to finance the growth of the business and subsequent
acquisitions.
The acquisition of STAR increases Incentra's direct sales resources in the
enterprise market, and will provide the Company direct access to customers for
its unique monitoring and management services. The Company intends to introduce
its GridWorks services this year to STAR's customers and will introduce over
time first call support services for all products sold by STAR. "We expect to
see increasing gross margins throughout the year, as well as increases in our
monthly recurring revenues as a direct result of this acquisition" Sweeney said.
STAR provides IT consulting, systems, storage and outsourcing services to a
large base of customers in financial services, hospitality, retail, security and
manufacturing verticals. STAR revenues in 2004 amounted to approximately $17
million which generated net income.
"STAR has an excellent management team, top flight personnel and an exceptional
record of providing high quality IT solutions to its growing customer base,"
Sweeney said. "The
acquisition of STAR will significantly expand our ability to deliver complete
storage solutions, including hardware, software and services, to a larger number
of mid-sized enterprises".
STAR will operate as a wholly-owned subsidiary of Incentra Solutions and be
managed by STAR President Elaine A. Bellock. Ms. Bellock has been with STAR for
the past five years and has been President since early 2003, when she assumed
the management of all day-to-day operations from the founder and principal
owner. STAR's 45 employees will continue to be based in San Diego, the San
Francisco Bay Area, Los Angeles, Las Vegas, Phoenix and Delray Beach, FL.
"It had become increasingly clear to us over the last few years", Bellock said,
"that customers continue to experience changes in their IT environments, and
those changes present an increased need for services to augment their existing
staff. Partnering with Incentra Solutions enables STAR to now offer a broader
set of services to our customers, which will create additional competitive
advantages".
Inveraray Partners headquartered in the San Francisco Bay Area advised Incentra
Solutions on the acquisition. "Mike Orbach and the team at Inveraray did a
tremendous job from start to finish", Sweeney said.
ABOUT STAR SOLUTIONS, INC.
Systems Technology and Resources (STAR Solutions) is committed to providing
clients with affordable and flexible Information Technology solutions to
overcome the challenges found in today's complex business environments.
Established in 1997 with personnel in San Diego, Los Angeles, Las Vegas, Fort
Lauderdale, San Francisco Bay Area and Phoenix, STAR Solutions expanded from a
traditional Hardware/Software Solution Provider to a full-service Technology
Consulting Company supporting clients nationwide. As Professional Development
Specialists, STAR Solutions specializes in designing, building, implementing and
knowledge transfer of technology solutions across the complete infrastructure.
ABOUT INCENTRA SOLUTIONS, INC.
Incentra Solutions, Inc. (OTCBB:ICEN) (WWW.INCENTRASOLUTIONS.COM), is a provider
of storage management solutions to broadcasters, enterprises and managed service
providers worldwide. The Company operates a Broadcast & Media Division, Front
Porch Digital (WWW.FPDIGITAL.COM), that provides digital archive management and
transcoding solutions and a wholly-owned subsidiary, ManagedStorage
International (MSI, WWW.MSISERVICE.COM), that provides storage management
software, hardware and outsourcing services facilitated by its GridWorks online
storage resource management product.
INCENTRA SOLUTIONS FORWARD LOOKING STATEMENTS
Certain information discussed in this press release may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and the federal securities laws. Although the
Company believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions at the time made, it can give
no assurance that its expectations will be achieved. Readers are cautioned not
to place undue reliance on these forward-looking statements. Forward-looking
statements are inherently subject to unpredictable and unanticipated risks,
trends and uncertainties such as the Company's inability to accurately forecast
its operating results; the Company's potential inability to achieve
profitability or generate positive cash flow; the availability of financing; and
other risks associated with the Company's business. For further information on
factors which could
impact the Company and the statements contained herein, reference should be made
to the Company's filings with the Securities and Exchange Commission, including
Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current
Reports on Form 8-K. The Company assumes no obligation to update or supplement
forward-looking statements that become untrue because of subsequent events.
# # # #

text: INCENTRA SOLUTIONS

text: Incentra Solutions

text: INCENTRA SOLUTIONS

text: STAR SOLUTIONS

text: Incentra Solutions

text: STAR Solutions, Inc.

text: STAR

text: STAR

text: STAR

text: Incentra

text: Incentra

text: STAR

text: STAR

text: STAR

text: Incentra

text: STAR

text: STAR

text: STAR

text: STAR

text: STAR

text: STAR

text: STAR

text: Incentra Solutions

text: STAR

text: STAR

text: STAR

text: Incentra Solutions

text: STAR

text: Inveraray Partners

text:
Incentra
Solutions

text: STAR SOLUTIONS, INC.

text: STAR Solutions

text: STAR Solutions

text: STAR Solutions

text: INCENTRA SOLUTIONS

text: Incentra Solutions

text: INCENTRA SOLUTIONS


text:
EX-99
5
exhibit_99-3.htm
PRESS RELEASE, DATED AUGUST 31, 2017
Exhibit 99.3
OMVS Announces Completion of Robotic Assistance Devices Acquisition
Reno NV, August 31, 2017 -- (MARKET WIRE) - On the Move Systems (OMVS: OTCPK) is pleased to announce that is has completed the 100% acquisition of Robotic Assistance Devices (RAD - www.roboticassistancedevices.com) (please refer to the 8K filed on www.sec.gov)
"We are very excited to have completed the acquisition of RAD", said Garett Parsons, president and CEO of OMVS, "RAD is off to a great start and we believe it has tremendous potential for success".
"I look forward to working together with OMVS and having the opportunity to build RAD into a major player in the robotic guard market", said Steve Reinharz, President and CEO of RAD, "We have made great progress to date and with the close of this acquisition we will be well positioned to accelerate our development and deliver significant growth milestones in the near future".
RAD has commenced to deploy robots to end users. To date RAD has commitments for 62 robots for total contract values of approximately $6 million.
RAD currently has signed agreements for 2 POC's with major companies.
RAD currently has a sales pipeline of over 50 Fortune 500 companies and over 25 qualified dealers and distributors that have a combined customer base of more than 35,000 end user corporations.
For further information please refer to www.sec.gov
CAUTIONARY DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements in this news release other than statements of historical fact are "forward-looking statements" that are based on current expectations and assumptions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the statements, including, but not limited to, the following: the ability of On the Move Systems to provide for its obligations, to provide working capital needs from operating revenues, to obtain additional financing needed for any future acquisitions, to meet competitive challenges and technological changes, and other risks. On the Move Systems undertakes no duty to update any forward-looking statement(s) and/or to confirm the statement(s) to actual results or changes in On the Move Systems expectations.
Investor Relations:
Everest Corporate Advisors Inc.
Jack Thompson
www.everestcorp.net
702-902-2361

text: OMVS

text: Robotic Assistance Devices

text: On the Move Systems

text: OMVS

text: Robotic Assistance Devices

text: RAD

text: RAD

text: Garett Parsons

text: OMVS

text: RAD

text: OMVS

text: RAD

text: Steve Reinharz

text: RAD

text: RAD

text: RAD

text: RAD

text: RAD

text: On the Move Systems

text: On the Move Systems

text: On the Move Systems


text:
EX-99.1
6
ex99-1.htm
EMBARGOED
FOR USE BEFORE
Contact:
After
9am (Eastern)
Jack
Ross, Chairman / CEO
August
19, 2015
Synergy
CHC Corp
Jack@synergychc.com
615-939-9004
Synergy
CHC Corp Acquires Anti-Aging Business From Hand MD Corp®
Westbrook,
Maine, August 19, 2015
- Synergy CHC Corp (OTCQB: SNYR) a consumer health care company, today announced it has acquired
a 50% ownership stake in Hand MD Corp and has secured the global exclusive sales, marketing & distribution rights for all
channels for this innovative anti-aging hand care product line up contributed to Hand MD Corp. by Hand MD, LLC.
Under
the terms of the agreement, Synergy will pay Hand MD Corp consideration of US$1,500,000 in Synergy CHC stock at $0.70 per share.
It will also pay minimum yearly royalty payments in year two of $250,000 and minimum yearly royalty payments of $500,000 in year
three. Minimum royalty payments to Hand MD Corp are due quarterly starting in year two.
There
are no further minimum commitments due on royalties other than year two and three. Royalty payments are calculated based on 5%
of net sales.
"HAND
MD, LLC is thrilled to partner with Synergy", says co-founder Kara Harshbarger. "Thanks to advancements in anti-aging,
our face no longer reveals our true age but our hands do. Hand MD is clinically proven to rejuvenate aging hands and through our
collaboration with Synergy, we are bringing the ultimate hand solution to the forefront of the marketplace".
"We
are pleased to add another unique offering to our portfolio; it is consistent with the company's strategy to grow by further
acquisition. We are deliberately seeking to generate shareholder value through the addition of products that help improve the
lives of customers while leveraging our existing distribution relationships. We will continue to be active on the acquisition
trail" said Jack Ross, President and CEO of Synergy.
About
Hand MD®
Hand
MD is the world's first anti-aging skincare line formulated specifically for the hands. Hands reveal a woman's true
age and the rejuvenation of the hand has become women's #1 aging concern. Developed by Kara Harshbarger and renowned celebrity
dermatologist Dr. Alex Khadavi, Hand MD's extensive clinical trials show significant improvement in the appearance of fine
lines and wrinkles, skin hydration, hyper-pigmentation and radiance. HAND MD launched on QVC and sold out in an astonishing 5
minutes.
www.hand-md.com
About
Synergy CHC Corp.
Synergy
CHC Corp. is a Consumer Health Care Company that is in the process of building a portfolio of best-in-class consumer product brands.
Synergy's strategy is to grow its portfolio both organically and by further acquisition.
www.synergychc.com
About
FOCUSfactor® "Another Synergy Brand"
FOCUSfactor
is sold at America's leading retailers such as Costco, Sam's Club, Wal-Mart, BJ's Walgreens and The Vitamin
Shoppe. FOCUSfactor, America's leading brain health supplement, is a nutritional supplement that includes a proprietary
blend of brain supporting vitamins, minerals, antioxidants and other nutrients. In December 2012, the United States Patent and
Trademark Office issued US Patent 8,329,227 covering FOCUSfactor's proprietary formulation "for enhanced mental function".
The issuance of the patent marked one of the few times a patent has been issued for a nationally branded nutritional supplement.
FOCUSfactor is clinically tested with results demonstrating improvements in focus, concentration and memory in healthy adults.
www.focusfactor.com
About
Neuragen® "Another Synergy Brand"
Neuragen®
is a topical product that works directly at the site of the pain as opposed to oral products. Neuragen® reduces the spontaneous
firing of damaged peripheral nerves. By calming these firings at the source, Neuragen® is clinically shown to reduce shooting
and burning pains quickly and without the side effects of orally taken medications. This is in part due to the small lipophilic
molecules found in Neuragen® which rapidly carry the active ingredients through the rough outer layer of the skin to the site
of the pain. Neuragen® is available over the counter in most local pharmacies either in the diabetic section or the analgesic
(pain) section. For more information, please visit
www.neuragen.com
.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that
are subject to risks and uncertainties. All statements, other than statements of historical facts, regarding management's
expectations, beliefs, goals, plans or Synergy's prospects should be considered forward-looking. Readers are cautioned that
actual results may differ materially from projections or estimates due to a variety of important factors, including: Synergy's
ability to integrate the
Hand MD
®
product line into its current
operations; Synergy's dependence on third parties for its research and development, manufacturing and distribution functions;
Synergy's' dependence on its license relationships; the risks and uncertainties associated with Synergy's ability
to manage its limited cash resources; obtaining additional financing to support Synergy's operations; protecting the intellectual
property developed by or licensed to Synergy for
Hand MD
®
; and
Synergy's ability to build its operations to support its business strategy and promote its products. These and other risks
are described in greater detail in Synergy's filings with the SEC, copies of which are available free of charge at the SEC's
website (
www.sec.gov
) or upon request from Synergy. Synergy may not actually achieve the goals or plans described in its
forward-looking statements, and investors should not place undue reliance on these statements. Synergy assumes no obligation and
does not intend to update these forward-looking statements, except as required by law.

text:
Jack
Ross

text:
Synergy
CHC Corp

text:
Synergy
CHC Corp

text: Hand MD Corp

text: Synergy CHC Corp

text: Hand MD Corp

text: Hand MD Corp

text: Synergy

text: Hand MD Corp

text: Hand MD Corp

text: Synergy

text: Synergy

text: Jack Ross

text: Synergy

text: Alex Khadavi

text: Synergy CHC Corp

text:
Synergy
CHC Corp

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy

text: Synergy


text:
EX-99.1
2
a202009098-kex991.htm
PRESS RELEASE
Document
Exhibit 99.1
Contact:
Jody Cain
LHA Investor Relations
310-691-7100
jcain@lhai.com
PDL BioPharma Completes Divestiture of the Noden Pharmaceutical Business to Stanley Capital
INCLINE VILLAGE, Nev. (September 9, 2020) - PDL BioPharma, Inc. ("PDL" or the "Company") (Nasdaq: PDLI) announces the closing of the sale of its wholly owned subsidiaries Noden Pharma DAC and Noden Pharma USA (collectively "Noden") to Stanley Capital. The total value of the transaction will result in payments to PDL of up to $52.83 million in cash, $4.58 million greater than previously announced.
"After running an extensive process, we are excited about closing this transaction with Stanley Capital", commented PDL's President and CEO Dominique Monnet. "It represents the completion of a key divestiture for PDL and an exciting opportunity for the Noden team".
Payments to PDL, in connection with the closing of the transaction, are $12.72 million. The agreement provides for an additional $33 million to be paid to PDL in 12 equal quarterly installments from January 2021 to October 2023 and two potential contingent payments totaling $3.25 million. There is an additional $3.86 million to be paid to PDL in four equal quarterly installments from January 2023 to October 2023, primarily due to the incremental cash accumulated in the business since July 31, 2020.
Together with their advisors, Torreya and SVB Leerink, PDL's board of directors and management team evaluated a number of potential transactions to maximize stockholder value for Noden. Torreya was retained by PDL to explore potential strategic transactions and assist in the disposition of Noden, while SVB Leerink has been engaged by PDL to advise on overall liquidation and distribution strategies.
In addition to the cash proceeds from the sale to Stanley Capital, PDL believes that this transaction may qualify for some Federal tax benefit under the CARES Act. In connection with its monetization process, PDL expects to execute transactions in 2020 that may result in the recognition of ordinary tax losses that, under the CARES Act, could be applied to prior tax years in which PDL was a substantial tax payor. At this time, however, there can be no assurance that such tax benefits will be realized.
About Noden
Noden Pharma DAC is a global specialty pharmaceutical company that is focused on acquiring prescription medicines across a range of therapeutic areas. Noden Pharma DAC holds exclusive
worldwide rights to manufacture, market and sell Tekturna® and Tekturna HCT® (or Rasilez® and Rasilez HTC® outside of the United States), which contain aliskiren, a direct renin inhibitor, for the treatment of hypertension. In March 2019, Noden announced the U.S commercial launch of an authorized generic form of Tekturna, aliskiren hemifumarate 150 mg and 300 mg tablets with the same drug formulation as Tekturna. Noden Pharma DAC is headquartered in Dublin, Ireland and Noden Pharma USA Inc. is incorporated in Delaware. For more information on Noden Pharma DAC please visit www.nodenpharma.com.
About Stanley Capital
Stanley Capital is a private equity partnership pursuing repeatable relative value and thematic investment strategies in technology, healthcare, and sustainability, targeting businesses with Enterprise Values of $250mn to $2.5bn.
Stanley Capital is focused on high-quality platform companies in resilient and growth subsectors, identified through deep sector research and operating networks, working with management teams to transform investments through enabling growth and market consolidation
The partnership was founded in London in 2019 by Simon Cottle, James Brooks and Patrick Hargutt and is supported by a broad team of operating partners to assist with value creation execution.
For more information please visit https://stanley-capital.com/
About PDL BioPharma, Inc.
Throughout its history, PDL's mission has been to improve the lives of patients by aiding in the successful development of innovative therapeutics and healthcare technologies. PDL BioPharma was founded in 1986 as Protein Design Labs, Inc. when it pioneered the humanization of monoclonal antibodies, enabling the discovery of a new generation of targeted treatments that have had a profound impact on patients living with different cancers as well as a variety of other debilitating diseases. In 2006, the Company changed its name to PDL BioPharma, Inc.
As of December 2019, PDL ceased making additional strategic transactions and investments and is pursuing a formal process to unlock the value of its portfolio by monetizing its assets and ultimately distributing net proceeds to stockholders in the form of cash or equity.
For more information please visit https://www.pdl.com/
NOTE: PDL, PDL BioPharma, the PDL logo and associated logos and the PDL BioPharma logo are trademarks or registered trademarks of, and are proprietary to, PDL BioPharma, Inc. which reserves all rights therein.
Forward-looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including as it relates to the Company's proposed plan of complete liquidation, proposed dissolution or transactions thereunder. Each of these forward-looking statements involves risks and
uncertainties. Actual results may differ materially from those, express or implied, in these forward-looking statements. Important factors that could impair the value of the Company's assets and business, including the implementation or success of the Company's monetization strategy/plan of complete liquidation and proposed dissolution, are disclosed in the risk factors contained in the Company's Annual Report on Form 10-K filed with the SEC on March 11, 2020 and Quarterly Reports on Form 10-Q, filed with the SEC on May 11, 2020 and August 20, 2020, and subsequent filings. All forward-looking statements are expressly qualified in their entirety by such factors. The Company does not undertake any duty to update any forward-looking statement except as required by law.

text: PDL BioPharma

text: Noden

text: Stanley Capital

text: PDL BioPharma, Inc.

text: PDL

text: Noden Pharma DAC

text: Noden

text: Stanley Capital

text: PDL

text: Stanley Capital

text: PDL

text: PDL

text: Noden

text: PDL

text: PDL

text: PDL

text: Torreya and SVB Leerink

text: PDL

text: Noden

text: PDL

text: Noden

text: PDL

text: Stanley Capital

text: PDL

text: PDL

text: PDL

text: Noden

text: Noden Pharma DAC

text: Noden Pharma DAC

text: Noden

text: Noden Pharma DAC

text: Noden Pharma DAC

text: Stanley Capital

text: Stanley Capital

text: Stanley Capital

text: PDL BioPharma, Inc.

text: PDL

text: PDL BioPharma

text: PDL BioPharma, Inc.

text: PDL

text: PDL

text: PDL BioPharma

text: PDL

text: PDL BioPharma

text: PDL BioPharma, Inc.