text:
EX-99.1
2
mdrx-ex991_6.htm
EX-99.1
mdrx-ex991_6.htm
Exhibit 99.1
Allscripts closes acquisition of McKesson's Enterprise Information Solutions business
Global healthcare leader adds Paragon and other solutions, significantly expanding client base
CHICAGO, October 2, 2017
-- Allscripts (NASDAQ:MDRX), a global leader in healthcare technology, today announced that it has closed its acquisition of McKesson Corporation's hospital and health system IT business, known as the Enterprise Information Solutions (EIS) business. The transaction significantly expands Allscripts client base in U.S. hospitals and health systems and expands its solutions portfolio. Allscripts purchased the EIS business for $185 million in cash, subject to an adjustment for net working capital and net debt.
Allscripts will invest in and continue to offer Paragon as the integrated electronic health record (EHR) and revenue cycle management solution for the small hospital market segment, while Allscripts Sunrise™ will continue as the primary platform for larger institutions, typically with highly complex service line needs. With this transaction, the combination of Paragon and Sunrise hospitals will double Allscripts' current EHR hospital client count in the United States.
EIS customers will now have access to Allscripts' world-class population health management solution CareInMotion™, Revenue Cycle Management Services, post-acute and precision medicine solutions to improve patient outcomes and accelerate their transition to value-based care.
"Our highest priority is to successfully meet our clients' complex needs today and in the future", said Allscripts Chief Executive Officer, Paul M. Black. "It's critical that healthcare organizations deliver the best care possible, and we expect this transaction will enable Allscripts to offer the most comprehensive, high-performing health information technology and solutions, which will help clinicians achieve our shared mission".
"I'm excited that Sonoma Valley Hospital is now a part of the Allscripts family, and that we're now partners with a global technology leader dedicated to its clients, our patients and healthcare innovation", said Kelly Mather, CEO, Sonoma Valley Hospital. "Plus, with access to Allscripts' significant suite of solutions, we're better prepared to address our organization's needs as the industry continues to evolve".
Mark Zielazinski, Chief Information and Technology Integration Officer at Marin General Hospital, said, "We are a fully integrated client of the Paragon system using it in a hosted environment, which EIS manages for us. We are also a strong user of Allscripts in our multiple clinic environments. We look forward to seeing what the combined organization of Allscripts might bring to Marin General Hospital and we are willing to be an early player in integration efforts between the various products. We believe that the combined services organization and product portfolio has the potential to dramatically improve our IT infrastructure. We look forward to near-term meetings with the combined Allscripts team to determine immediate next steps".
"This strategic move by Allscripts represents its ongoing commitment to healthcare providers and their patients", said John Bosco, Senior Vice President Chief Information Officer, Northwell Health. "As Allscripts continues its growth by expanding its reach to new hospitals and health systems, it's also now positioned to better meet the needs of existing clients with the expansion of its portfolio of innovative solutions".
Black Book Research released a report today featuring the result of a survey it conducted of many Paragon users who are now joining Allscripts growing client base.
"Black Book Research conducted a survey of hundreds of representatives at more than 66 McKesson-Paragon facilities, and the response was thoroughly positive", said Doug Brown, President and CEO of Black Book Research. "In fact, 96% of board and executive financial leaders surveyed are confidently optimistic that the Allscripts acquisition will improve Paragon client processes and technologies, and benefit their organizations".
The full Black Book report is available
here
.
Taken together,
Allscripts' comprehensive hospital, health system and physician EHR portfolio - plus solutions for value-based care, revenue cycle management, IT services, precision medicine and post-acute care - will help hospitals, health systems and physicians deliver on the promise of advanced and personalized care, with improved operational and financial performance.
About Allscripts
Allscripts (NASDAQ: MDRX) is a leader in healthcare information technology solutions that advance clinical, financial and operational results. Our innovative solutions connect people, places and data across an Open, Connected Community of Health™. Connectivity empowers caregivers to make better decisions and deliver better care for healthier populations. To learn more, visit
www.allscripts.com
,
Twitter
,
YouTube
and
It Takes A Community: The Allscripts Blog
.
Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact or pattern. Forward-looking statements can also be identified by the use of words such as "future", "anticipates", "believes", "estimates", "expects", "intends", "plans", "predicts", "will", "would", "could", "can", "may", and similar terms. Forward-looking statements are not guarantees of future performance. Actual results could differ significantly from those set forth in the forward-looking statements, and reported results should not be considered an indication of future performance. Certain factors that could cause our actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the expected financial contribution and results of the Enterprise Information Solutions business; the successful integration of the Enterprise Information Solutions business; and the anticipated and unanticipated expenses and liabilities related to the acquisition and the acquired Enterprise Information Solutions business. Additional information about these and other risks, uncertainties, and factors affecting Allscripts business is contained in Allscripts filings with the Securities and Exchange Commission, including under the caption "Risk Factors" in the most recent Allscripts Annual Report on Form 10-K, in subsequent Form 10-Qs and in our Form 8-K filed on October 2, 2017 under the heading "Forward-Looking Statements and Risk Factors." Allscripts does not undertake to update forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes in its business, financial condition or operating results over time.
For more information contact:
Investors
:
Seth Frank
312-506-1213
seth.frank@allscripts.com
Media
:
Concetta Rasiarmos
312-447-2466
concetta.rasiarmos@allscripts.com

text: Allscripts

text: McKesson

text: Enterprise Information Solutions

text: Allscripts

text: McKesson Corporation

text: Enterprise Information Solutions

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Kelly Mather

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Doug Brown

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Enterprise Information Solutions

text: Enterprise Information Solutions

text: Enterprise Information Solutions

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts


dataset: buster

text:
EX-99.1
2
ss56034_ex9901.htm
Lincoln
Educational Services Corporation
Announces
the Acquisition of Baran Institute of Technology
and
Reports Record Year End Enrollment
West
Orange, N.J., January 21, 2009 - Lincoln Educational Services Corporation
(Nasdaq: LINC; "Lincoln") announced today that it has completed the acquisition
of Baran Institute of Technology ("Baran") for approximately $25.3
million in cash, subject to customary post closing adjustments.
Baran
Institute of Technology comprises five distinct schools serving approximately
1,900 students and offers associate and diploma programs in the fields of
automotive, skilled trades, health sciences and culinary arts. Lincoln has
closed the acquisition of four of the schools - Baran Institute of Technology,
Connecticut Culinary Institute, Americare School of Nursing and Engine City
Technical Institute, and expects to acquire the fifth school, Clemens College,
for an additional $3 million subject to receiving approval from the New England
Association of Schools and Colleges (NEASC) at their March
meeting. In addition, Lincoln is also acquiring certain assets of
Hartford Urban Ventures, LLC and Education Properties, LLC, which provide
support services to Baran.
"Baran
uniquely fits our strategy of expanding our geographic presence, strengthening
our core program offerings and adding opportunities for higher degrees", said
Dave Carney, Chairman and CEO of Lincoln. "The immediate benefits
include a state of the art destination automotive and skilled trades campus with
a strong New England presence; a growing diesel school in New Jersey that will
benefit from our 60 year brand awareness in the New York City metropolitan area;
a leading culinary school with outstanding facilities and a growing high school
sales force; and an expanded presence in Florida with the addition of
Americare's nursing program. As we implement our marketing and sales
processes and invest more resources for advertising, we expect to achieve
meaningful operating leverage resulting in strong margin expansion. Finally,
assuming that a substantial change application is approved in March by NEASC, we
will acquire Clemens College which will be our second regionally accredited
institution and will provide the platform for higher end hospitality degree
programs."
These
acquisitions are being accounted for in accordance with Statement of Financial
Accounting Standards Statement No. 141(R), Business Combinations ("SFAS No.
141"), which is effective for calendar year companies on January 1,
2009. Among other things, SFAS No. 141 requires the additional use of
fair value measurements, both as of the acquisition date and in post combination
periods and requires that acquisition costs be expensed as
incurred. In connection with these acquisitions Lincoln will be
taking a charge of approximately $0.02 per share in the fourth quarter of 2008
and for the year ended December 31, 2008 and $0.01 per share in the first
quarter of 2009 to account for the expenses related to the
acquisition.
We expect
these acquisitions, including Clemens, will add approximately $50 million to
revenues in 2009, to be dilutive, but not to have a significant impact on 2009
earnings. We expect these acquisitions to be accretive to
earnings in 2010.
We are
updating our previously issued guidance for the year ended December 31, 2008 to
reflect the impact of this acquisition on our 2008 results. In spite
of the $0.02 per share charge we are taking in the fourth quarter of 2008, we
expect that our earnings per share for the year will meet or exceed our
previously issued guidance of $0.69 to $0.71. The strong results we
experienced in the fourth quarter of 2008 were fueled by a 17.1% increase in
student starts in 2008 over the prior year. Finally, on a same school
basis, we expect that 2008 year-end enrollment will exceed the prior year by
approximately 17% resulting in us beginning 2009 with approximately 3,100 more
students than we had at the beginning of 2008, excluding
acquisitions.
We look
forward to providing further updates on both of our acquisitions, our results
for 2008 and our 2009 guidance in early March of 2009.
About Lincoln Educational
Services Corporation
Lincoln
Educational Services Corporation is a leading and diversified for-profit
provider of career-oriented post-secondary education. Lincoln offers
recent high school graduates and working adults degree and diploma programs in
five areas of study: automotive technology, health sciences, skilled trades,
business and information technology and hospitality services. Lincoln
has provided the workforce with skilled technicians since its inception in
1946. Lincoln currently operates 36 campuses in 17 states under six
brands: Lincoln Technical Institute, Lincoln College of Technology, Nashville
Auto-Diesel College, Southwestern College, Euphoria Institute of Beauty Arts and
Sciences and Briarwood College. Lincoln had a combined average
enrollment of approximately 20,665 students for the quarter ended September 30,
2008.
About Baran Institute of
Technology (Baran)
Baran is
comprised of Baran Institute of Technology ("BIT"), Connecticut Culinary
Institute ("CCI"), Clemens College ("Clemens"), Americare School of Nursing and
Engine City Technical Institute. Baran has a total of 811 dorm beds in two
facilities (Hartford and Suffield, Connecticut), which serve BIT, CCI and
Clemens students.
Baran Institute of
Technology
BIT is in
East Windsor, Connecticut which is 12 miles north of Hartford. BIT
offers diploma programs in automotive, diesel, collision repair, motorcycle,
HVAC, electrical and welding. This campus serves approximately 850
students of which 75% come from New England and the remainder come from over a
dozen other states. BIT is accredited by ACCSCT.
Connecticut Culinary
Institute (CCI)
CCI has
campuses in Hartford and Suffield, Connecticut and offers diploma programs in
culinary arts, baking and pastry and Italian culinary arts. CCI has
approximately 650 students of which
approximately
80% come from New England and the remainder mainly come from six other states.
CCI is accredited by ACCSCT and the American Culinary Federation Foundation,
Inc.
Clemens
College
Clemens
College shares a facility in Suffield with CCI and offers associate degrees in
Hospitality Management to approximately 75 students from across the US and
abroad. Clemens College is regionally accredited by
NEASC.
Americare School of
Nursing
Americare
has two facilities in Florida: Fern Park, which is outside of Orlando, and St.
Petersburg. Americare offers an associate degree in Surgical Technology and
diplomas in dental assisting, medical coding and billing, medical assisting,
practical nursing and patient care technician. Americare serves approximately
250 students and is accredited by ABHES.
Engine City Technical
Institute
Engine
City is located in South Plainfield, New Jersey and has approximately 125
students. Engine City offers a diploma program in diesel engine
repair.
Statements
in this press release regarding Lincoln's business which are not historical
facts may be "forward-looking statements" that involve risks and uncertainties.
For a discussion of such risks and uncertainties, which could cause actual
results to differ from those contained in the forward-looking statements, see
"Risk Factors" in Lincoln's Form 10-K for the year ended December 31, 2007. All
forward-looking statements are qualified in their entirety by this cautionary
statement, and Lincoln undertakes no obligation to revise or update this news
release to reflect events or circumstances after the date hereof.
Contact:
Brad
Edwards
Brainerd
Communicators
212-986-6667

label: organization

text: Baran Institute of Technology

text: Lincoln

text: Baran Institute of Technology

text:
Baran
Institute of Technology

text: Lincoln

text: Baran Institute of Technology

text: Lincoln

label: person

text: Dave Carney

text: Lincoln

text: Lincoln

text: Lincoln

text: Lincoln

text: Lincoln

text: Lincoln

text: Lincoln

text: Lincoln

text:
Baran Institute of
Technology

text: Baran Institute of Technology

text:
Baran Institute of
Technology

text: Lincoln

text: Lincoln

text: Lincoln

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
ex99-1.htm
PRESS RELEASE
Exhibit 99.1
Plymouth Industrial REIT Significantly Expands Presence
in Indianapolis with Acquisition of Industrial Properties for $62 Million
BOSTON-(December 10, 2019) Plymouth Industrial REIT,
Inc. (NYSE American: PLYM) announced that it has acquired ten industrial buildings totaling 2.1 million square feet in Indianapolis,
Indiana for $62 million.
Shadeland Commerce Center is comprised of nine buildings
totaling approximately 1.7 million square feet and is 95% leased to 26 tenants, including Penske, ABC Supply Company, PPG Industries
and Ryder. The property is located across the street from two other Plymouth-owned properties at the Shadeland I-70 Business Park.
Additionally, further north near the Indianapolis International Airport, Plymouth acquired 7901 West 21
st
Street, a
353,000-square-foot building 100% leased to two tenants, Iron Mountain and Venture Logistics.
Pendleton White, Jr., President and Chief Investment Officer,
noted, "Indianapolis is an important, thriving market for us, and this acquisition will help us achieve significant scale
by bringing our presence to over three million square feet. With 27 consecutive quarters of positive net absorption, the market
fundamentals remain strong with limited supply of existing industrial properties. Further, we expect to drive rental rate increases
in the future".
About Plymouth
Plymouth Industrial REIT, Inc. is a vertically integrated
and self-managed real estate investment trust focused on the acquisition and operation of single and multi-tenant industrial properties
located in secondary and select primary markets across the United States. The Company seeks to acquire properties that provide
income and growth that enable the Company to leverage its real estate operating expertise to enhance shareholder value through
active asset management, prudent property re-positioning and disciplined capital deployment.
Forward-Looking Statements
This press release
includes "forward-looking statements"
that are made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933 and of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release
do not constitute guarantees of future performance. Investors are cautioned that statements in this press release, which are not
strictly historical statements, including, without limitation, statements regarding management's plans, objectives and strategies,
constitute forward-looking statements. Such forward-looking statements are subject to a number of known and unknown risks and uncertainties
that could cause actual results to differ materially from those anticipated by the forward-looking statement, many of which may
be beyond our control.
Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may", "plan", "seek", "will", "expect,"
"intend", "estimate", "anticipate", "believe" or "continue" or the
negative thereof or variations thereon or similar terminology. Any forward-looking information presented herein is made only as
of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to
reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
###
Contact:
Tripp Sullivan
SCR Partners
(615) 760-1104
TSullivan@scr-ir.com

text: Plymouth Industrial REIT

text:
Plymouth Industrial REIT,
Inc.

text: Plymouth Industrial REIT, Inc.


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
Marchex Announces Closing of Public Offerings and Asset Acquisition;
Company Announces February 17 Conference Call
SEATTLE, WA - February 14, 2005 - Marchex, Inc. (NASDAQ: MCHX), a provider of technology-based merchant services that facilitate and drive growth in online
transactions, today announced the closing of its public offerings of Class B common stock and convertible exchangeable preferred stock, as well as the closing of its Name Development Ltd. asset acquisition. In addition, Marchex today announced that
it will conduct a conference call on Thursday, February 17 to review its recently reported fourth quarter 2004 and full year 2004 financial results, along with its outlook for 2005.
Closing of Public Offerings
Marchex today closed its offerings of 9,200,000 shares of Class B common stock at a public offering price of $20.00 per share and 200,000 shares of 4.75% convertible
exchangeable preferred stock with a liquidation preference of $250 per share. These amounts include the full exercise by Marchex's underwriters of their over-allotment option to purchase 1,200,000 additional shares of Class B common stock. Such
underwriters also have an over-allotment option to purchase up to 30,000 additional shares of preferred stock for thirty days from pricing, which occurred on February 8, 2005. The preferred stock is listed on the NASDAQ National Market (NASDAQ:
MCHXP). Aggregate net proceeds for Marchex from the offerings, after offering expenses, are estimated to be $222.2 million.
In addition to funding the Name Development Ltd. asset acquisition, Marchex intends to use the proceeds from the offerings for working capital and other general purposes,
including potential future acquisitions.
Closing of Asset Acquisition
Concurrent with the close of its offerings, Marchex today completed the
acquisition of certain assets of Name Development Ltd., a corporation operating in the direct navigation market, for $164.2 million, including $155.2 million in cash and $9 million in stock.
As part of this transaction, Marchex has acquired a large base of online user traffic, which
Marchex estimated at more than 17 million unique visitors per month in November 2004. This traffic is generated from a portfolio of Web properties, or Internet domains, which are generally reflective of commercially-relevant search terms in many of
the Internet's most popular vertical commerce categories, and may include geographically-targeted elements. The total number of Internet domains in the portfolio, including Marchex's existing Internet domains, is now more than 200,000.
Conference Call and Webcast Information
Management will hold a conference call, starting at 5:00 p.m. EDT on Thursday, February 17,
2005, to discuss Marchex's fourth quarter 2004 and full year 2004 operating results, along with its outlook for 2005. To access the call by live Webcast, please log onto the Investor Relations section of the Marchex Web site
(www.marchex.com/ir.html). An archived version of the Webcast will also be available, beginning two hours after completion of the call, at the same location.
About Marchex, Inc.
Marchex (www.marchex.com) provides technology-based merchant services that facilitate and drive growth in online transactions. Marchex connects merchants with consumers
who are searching for information, products and services on the Internet. The company's platform of integrated performance-based advertising and search marketing services enables merchants to more efficiently market and sell their products and
services across multiple online distribution channels, including search engines, product shopping engines, directories and selected Web properties.
Safe Harbor Statement
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our
strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in
our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we
make. There are a number of important factors that could cause Marchex's actual results to differ materially from those indicated by such forward-looking statements which are described in the "Risk Factors" section of our most recent
periodic report and registration statement filed with the SEC. We disclaim any intention or obligation to update any forward-looking statements.
For further information, contact:
Press:
Mark S. Peterson
VP of Public Relations
Marchex, Inc.
206-331-3344
mark@marchex.com
Investor relations:
Trevor Caldwell
VP of Investor Relations & Strategic Initiatives
Marchex, Inc.
206-331-3316
tcaldwell@marchex.com
###

text: Marchex

text: Marchex

text: Name Development Ltd.

text: Marchex

text: Marchex

text: Marchex

text: Marchex

text: Name Development Ltd.

text: Marchex

text: Marchex

text: Name Development Ltd.

text: Marchex

text: Marchex

text: Marchex

text: Marchex

text: Marchex

text: Marchex

text: Marchex

text: Marchex

text: Marchex

text: Mark S. Peterson

text: Marchex

text: Trevor Caldwell

text: Marchex


text:
EX-99.1
2
v352652_ex99-1.htm
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
American Realty Capital New York Recovery
REIT Purchases Institutional-Quality Office Building in Midtown Manhattan from SL Green
New York, New York, August 12, 2013
- American
Realty Capital New York Recovery REIT, Inc. ("NYRR") announced today it acquired from SL Green a 10-story office building
located at 333 West 34
th
Street in Midtown Manhattan for $220.3 million, exclusive of closing costs. The property contains
approximately 347,000 rentable square feet and is 100% leased to four tenants: The Segal Company (Eastern States), Inc.; The Metropolitan
Transportation Authority; Godiva Chocolatier Inc.; and Sam Ash New York Megastores, LLC.
Michael A. Happel, Chief Investment Officer of NYRR, explained,
"The purchase of 333 West 34th Street exemplifies our commitment to buying well-located, well-tenanted, stabilized assets
in New York City with potential for asset appreciation and limited downside risk. This building is situated between the burgeoning
Hudson Yards and Herald Square sub-markets of Midtown Manhattan, and features top-quality tenants at below market rents. With the
addition of this asset, we have created a portfolio totaling approximately $775 million. We remain focused on acquiring quality
New York City real estate with rents that are accretive to our distributions".
About NYRR
NYRR is a publicly registered, non-traded
real estate investment trust that has qualified as a REIT for tax purposes. Additional information about NYRR can be found on its
website at www.newyorkrecoveryreit.com.
Important Notice
The statements in this press release that
are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that
could cause the outcome to be materially different. In addition, words such as "anticipate", "believe,"
"expect" and "intend" indicate a forward-looking statement, although not all forward-looking statements
include these words.
Contacts
From: Anthony J. DeFazio
For: Michael A. Happel, CIO
DDCWorks
American Realty Capital New York Recovery REIT, Inc.
tdefazio@ddcworks.com
mhappel@arlcap.com
Ph: 484-342-3600
Ph: 212-415-6500

text: SL Green

override: organization

text: New York Recovery REIT, Inc.

text: SL Green

text: New York Recovery REIT, Inc.


text:
EX-99.1
2
tm206490d4_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Clarivate Analytics Closes Acquisition
of Decision Resources Group
- Creates a leading information
insight solutions provider to the Life Sciences industry, helping them improve human lives -
London, UK, & Philadelphia, US, March 2, 2020 -
Clarivate Analytics plc
(NYSE:CCC; CCC.WS) ("Clarivate"), a global leader
in providing trusted insights and analytics to accelerate the pace of innovation, today announced it has completed its acquisition
of Decision Resources Group ("DRG"). Previously, Clarivate announced on January 17, 2020 its intent to acquire DRG
from Piramal Enterprises Limited ("PEL", NSE: PEL, BSE: 500302), part of global business conglomerate Piramal Group.
"We are excited to welcome DRG's colleagues to Clarivate
and begin to roll out the many benefits of this acquisition to customers and colleagues alike", said Jerre Stead, Executive
Chairman and CEO of Clarivate. "People are our only sustainable competitive advantage and both organizations are built on
amazing people with deep industry, subject matter and technical expertise. We will move quickly and smoothly to integrate DRG with
our Science Group. For customers, the combination of DRG's services and solutions with Clarivate's Life Sciences solutions,
including Cortellis
TM
, will help customers make smarter, faster evidence-based decisions to boost clinical and commercial
success."
DRG is a premier provider of high-value data, analytics and
insights products and services to the healthcare industry. DRG specializes in enabling the world's leading pharma, biotech
and medical technology companies to achieve commercial success in complex health markets with the creation of effective patient-centric
commercial strategies.
Financing Details
In connection with the closing of the $950 million acquisition
of DRG, Clarivate paid $900 million in cash from a combination of equity proceeds and debt financing. The balance of approximately
$50 million of deferred consideration in the form of Clarivate ordinary shares is expected to be issued one year after closing.
In February 2020, Clarivate closed a primary offering of 27,600,000 ordinary shares resulting in net proceeds of approximately
$540 million and closed a $360 million principal amount Incremental Senior Secured Term Loan B Facility.
# # #
About Clarivate Analytics
Clarivate Analytics™ is a global leader in providing trusted insights and analytics to accelerate the pace of innovation.
We have built some of the most trusted brands across the innovation lifecycle, including the Web of Science™, Cortellis™,
Derwent™, CompuMark™, MarkMonitor™ and Techstreet™. Today, Clarivate Analytics is on a bold entrepreneurial
mission to help customers reduce the time from new ideas to life-changing innovations. For more information, please
visit
clarivate.com
.
Forward-Looking Statements
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based
only on management's current beliefs, expectations, and assumptions regarding the future of our business, future plans and
strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements
relate to the future, they are difficult to predict, and many are outside of our control. Important factors that could cause our
actual activities, results and financial condition to differ materially from those indicated in the forward-looking statements
include our failure to achieve anticipated cost and revenue synergies from the DRG acquisition, as well as the factors discussed
under the caption "Risk Factors" in the prospectus Clarivate filed with the U.S. Securities and Exchange Commission
("SEC") on February 7, 2020, along with our other filings with the SEC. However, those factors should not be considered
to be a complete statement of all potential risks and uncertainties. Forward-looking statements are based only on information
currently available to our management and speak only as of the date of this press release. We do not assume any obligation to
publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments
or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult
our public filings with the SEC or on our website at
www.clarivate.com
.
Investor Relations Contact
Mark Donohue, Head of Investor Relations
mark.donohue@clarivate.com
+1 (215) 243 2202
Media Contact
Tabita Seagrave, Head of Global Corporate Communications
media.enquiries@clarivate.com

text: Clarivate Analytics

text: Decision Resources Group

text: Clarivate Analytics

text: Clarivate

text: Decision Resources Group

text: DRG

text: Clarivate

text: DRG

text: Piramal Enterprises Limited

text: DRG

text: Clarivate

text: Clarivate

text: DRG

text: DRG

text: Clarivate

text: DRG

text: DRG

text: DRG

text: Clarivate

text: Clarivate

text: Clarivate

text: Clarivate Analytics

text: Clarivate Analytics

text: Clarivate Analytics

text: DRG

text: Clarivate


text:
EX-99.1
11
exhibit991-super8xk.htm
EX-99.1
Document
Exhibit 99.1
Proterra, a Leading Innovator in Commercial Vehicle Electrification Technology, to debut on Nasdaq today
Proterra begins trading on the Nasdaq Global Select Market today after completing business combination with ArcLight Clean Transition Corp.
More than $640 million raised to fund growth initiatives, including next-generation battery program
With more than 600 vehicles on the road and its industry-leading battery systems proven over 20 million service miles driven, Proterra positioned to accelerate electrification of commercial vehicle market as a public company
BURLINGAME, Calif., June 15, 2021 - Proterra Inc ("Proterra" or the "Company"), a leading innovator in commercial vehicle electrification technology, today announced that its shares of common stock and warrants will begin trading on the Nasdaq Global Select Market today under the new ticker symbols "PTRA" and "PTRAW", respectively. This follows the completion of the Company's previously announced business combination with ArcLight Clean Transition Corp. (Nasdaq: ACTCU, ACTC and ACTW) ("ArcLight"), a special purpose acquisition company, that resulted in Proterra becoming a publicly-listed company. ArcLight shareholders approved the combination at an extraordinary general meeting on June 11, 2021.
The Company has raised more than $640 million in cash from the business combination with ArcLight to fund growth initiatives, including R&D and its next-generation battery program. As a public company, Proterra is well-positioned to deliver on its mission to enable the electrification of commercial vehicles, helping to reduce pollution and protect public health while combating the global climate crisis.
"As demand for zero-emission solutions continues to grow around the globe, we are proud to be meeting our customers' needs with our industry-leading EV technology", said Proterra CEO Jack Allen. "Today's milestone is a testament to the hard work of our team and the support of our valued customers, partners and investors. We are excited to build on the strong foundation we have created over the past decade and begin this new chapter as a publicly-traded EV technology leader. We remain focused on advancing our EV technology to power the world's best performing commercial vehicles, and believe today is a major step forward in our ability to accelerate these initiatives".
"We are pleased to have completed our business combination with Proterra", said Jake Erhard, the former President and CEO of ArcLight, and a Director of Proterra. "As a leader in EV technology, Proterra has significant opportunities ahead for value creation, and we are excited about the Company's prospects as it enters the next phase of growth".
Proterra operates manufacturing facilities in California and South Carolina, as well as a state-of-the-art R&D lab in Silicon Valley. With more than 600 vehicles on the road today, the Company's industry-leading battery systems have been proven through approximately 20 million service miles driven, and validated through partnerships with world-class commercial vehicle manufacturers to electrify delivery vehicles, construction equipment, school buses, coach buses, and more. To date, Proterra has produced and delivered more than 300 megawatt-hours of battery systems and installed 46 megawatts of charging systems. Its fleet of zero-emission, electric transit buses have displaced more than 100 million pounds of CO2 tailpipe emissions.
Proterra will be ringing the closing bell at Nasdaq on June 16 to celebrate the company's public listing. A live stream of the event can be viewed by visiting: https://www.nasdaq.com/marketsite/bell-ringing-ceremony
Advisors
BofA Securities acted as lead financial advisor and Fenwick & West LLP and Latham & Watkins LLP acted as legal counsel to Proterra. Barclays acted as M&A advisor, Citigroup acted as M&A and Capital Markets advisor, and Kirkland & Ellis LLP served as legal counsel to ArcLight Clean Transition Corp. Morgan Stanley & Co. LLC and Barclays acted as lead placement agents, and BofA Securities acted as joint placement agent for ArcLight Clean Transition Corp.
About Proterra
Proterra is a leader in the design and manufacture of zero-emission electric transit vehicles and EV technology solutions for commercial applications. With industry-leading durability and energy efficiency based on rigorous U.S. independent testing, Proterra products are proudly designed, engineered and manufactured in America, with offices in Silicon Valley, South Carolina, and Los Angeles County. For more information, visit: http://www.proterra.com and follow us on Twitter @Proterra_Inc.
About ArcLight Clean Transition Corp.
Prior to the business combination, ArcLight Clean Transition Corp., led by Chairman Daniel Revers and President and Chief Executive Officer Jake Erhard, focused on market leading companies that facilitate the decarbonization of industrial, government and consumer segments, and targeted large addressable markets with differentiated technology and sustainable competitive advantages that enable the creation of substantial long-term value for shareholders. ArcLight prioritized companies led by experienced management teams that embrace the potential to utilize ArcLight's industry experience to maximize the value to shareholders.
Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements. Forward-looking statements are statements that are not historical facts and generally relate to future events or the Company's future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as "believe", "may", "will", "potentially", "estimate", "continue", "anticipate", "intend", "could", "would", "project", "target", "plan", "expect", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements, including statements regarding the Company's mission, growth and prospects, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in the Company's filings with the Securities and Exchange Commission (SEC), including the registration statement on Form S-4 filed by ArcLight in connection with the business combination, as well as factors associated with companies, such as the Company, that are engaged in commercial electric vehicle technology, including anticipated trends, growth rates, and challenges in those businesses and in the markets in which they operate; macroeconomic conditions related to the global COVID-19 pandemic; trends with respect to government funding for public transit; the willingness of
corporate and other public transportation providers to adopt and fund the purchase of electric vehicles for mass transit; expected adoption of electrification technologies for commercial vehicles; the size and growth of the market for alternative energy vehicles in general and medium-and heavy-duty electric vehicles, including transit buses and other commercial vehicles, in particular; the effects of increased competition; the ability to stay in compliance with laws and regulations that currently apply or become applicable to the commercial electric vehicle technology business and government contractors; the failure to realize the anticipated benefits of the business combination; and the ability of Company to issue equity or equity-linked securities or obtain debt in the future. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contacts
Proterra
For Media
Shane Levy
Proterra Corporate Communications
PR@proterra.com
201-679-9507
For Investors
Aaron Chew
Vice President of Investor Relations, Proterra
ir@proterra.com
650-231-4110
ArcLight
Marco F. Gatti
mgatti@arclightcapital.com
617-531-6369

text: Proterra

text: Proterra

text: ArcLight Clean Transition Corp

text: Proterra

text: Proterra

text: Proterra

text: ArcLight Clean Transition Corp

text: Proterra

text: Proterra

text: Proterra

text: Proterra

text: Proterra

text: Proterra

text: Proterra

text: Proterra

text: Proterra

text: Fenwick & West LLP

text: Latham & Watkins LLP

text: Proterra

text: Barclays

text: Citigroup

text: Kirkland & Ellis LLP

text: ArcLight Clean Transition Corp

text: Barclays

text: ArcLight Clean Transition Corp

text: Proterra

text: Proterra

text: Proterra

text: ArcLight Clean Transition Corp

text: ArcLight Clean Transition Corp

text: Proterra

text: Proterra

text: Aaron Chew

text: Proterra


text:
EX-99.1
5
v334086_ex99-1.htm
EXHIBIT 99.1
Soul and Vibe Interactive Completes Acquisition
of Soul and Vibe Entertainment to Enter $56 Billion Digital Game Industry
Acquisition brings key assets including
gaming and content agreements with Microsoft, Sony and General Mills
MINNEAPOLIS, MN, February 7, 2013 -
Soul and Vibe Interactive Inc. (OTC BB: SOUL), or the "Company", a video and computer games company, today announced
it has completed the acquisition of Soul and Vibe Entertainment, Inc. Game industry veteran Peter Anthony Chiodo ("Tony"),
the CEO and founder of Soul and Vibe Entertainment, has assumed the position of CEO and President of Soul and Vibe Interactive.
Soul and Vibe Interactive's former CEO, President, and CFO, Pauline Carson, has transitioned to Vice President. As a result
of the transaction, Soul and Vibe Interactive now has 109 million shares outstanding.
The completion of this acquisition secures
Soul and Vibe Entertainment, Inc.'s strategic and valuable contractual agreements as assets for Soul and Vibe Interactive
Inc. Soul and Vibe Entertainment has several strategic and valuable contractual agreements which include a license agreement with
General Mills, and game development and publishing agreements for the PlayStation® 3 computer entertainment system and PlayStation®
Vita (PS Vita) from Sony Computer Entertainment America and the Xbox 360® video game and entertainment system, Windows 8, Windows
Live, and Windows Phone from Microsoft. In addition to Windows Phone, Soul and Vibe Interactive will also develop and publish games
for mobile platforms such as Apple iOS (iPhone, iPad, and iPod Touch) and Android.
"We are very excited to have transitioned
into a publicly traded company. This is an important milestone for us. Our publishing licenses for Xbox 360 and the PlayStation
3 are key assets that we intend to leverage for the development and publishing of numerous games across multiple genres and platforms.
Our product lineup includes a mix of licensed-brand and original IP-based games that are as fun to talk about, as they are to play,"
stated Soul and Vibe Interactive CEO and President, Peter Anthony Chiodo.
Mr. Chiodo is an award-winning 22-year
veteran of the video and computer game industry who has released over 200 games. From 2003 to 2011 he was Director of Product Development
for Destineer Games, where he led the development of games and engine technologies, both internal and external, for consoles and
personal computers. Mr. Chiodo created and implemented a development process that resulted in the release of more than 100 frontline
and "casual" games over 4 years and managed a 35-person internal development studio. The studio's products secured
a capital raise of over $12 Million. This was the second largest capital raise in the interactive industry for 2006. Mr. Chiodo
and his team developed commercial games and "serious games" training tools and simulations for the United States Marine
Corps and various branches of the United States Federal Government. Mr. Chiodo served as a Program Manager at Microsoft Corporation
from 2000 through 2003, where he led internal teams from engine and game prototype to project green light and release for the original
Xbox, and helped coordinate the localization of Xbox launch software for European and Japanese markets. Mr. Chiodo has also served
as a consultant to software companies developing "serious games" training tools and simulations that help physicians
and nurses provide care to patients suffering from chronic diseases.
*PricewaterhouseCoopers reports consumer
spending on console, mobile, and personal computer game software topped $56 billion in 2010 and is projected to grow to $82 billion
by 2015.
About Soul and Vibe Interactive Inc.
Soul and Vibe Interactive Inc. is a publisher
of games and games-related content for consoles, mobile devices, and personal computers addressing a $56 billion market projected
to grow to $82 billion by 2015. The Company specializes in the creation of original intellectual properties and has extensive experience
licensing world-renowned brands from influential companies. Soul and Vibe has a license agreement with General Mills, and game
development and publishing agreements for the Xbox 360® video game and entertainment system, Windows 8, Windows Live, and Windows
Phone from Microsoft, and the PlayStation® 3 computer entertainment system and PlayStation® Vita (PS Vita) from Sony. Through
partnerships with technically sophisticated software developers located all over the world, Soul and Vibe transforms unique concepts
into engaging, highly accessible, and affordable games and entertainment experiences. www.soulandvibe.com.
Safe Harbor Statement
This press release contains information
that constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. All statements, trends, analysis, and other information contained in this press release, including words such as "anticipate,"
"believe", "plan", "estimate", "expect", "intend", and other similar expressions
of opinion, constitute forward-looking statements. Any such forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from any future results described within the forward-looking statements. Risk factors
that could contribute to such differences include those matters more fully disclosed in the Company's reports filed with the Securities
and Exchange Commission. The forward-looking information provided herein represents the Company's estimates as of the date of the
press release, and subsequent events and developments may cause the Company's estimates to change. The Company specifically disclaims
any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not
be relied upon as representing the Company's estimates of its future financial performance as of any date subsequent to the date
of this press release.
Contact:
Investor Relations
Andrew Haag
IRTH Communications
Phone: +1-866-976-IRTH (4784)
soul@irthcommunications.com
or
Tel: +1-763-400-8040
Website: www.soulandvibe.com
Facebook:
Official Facebook Page
Twitter:
Official Twitter Page
Linkedin: Official Linkedin
Page

text: Soul and Vibe Interactive Inc.

text: Soul and Vibe Entertainment, Inc.

text: Soul and Vibe Entertainment, Inc.

text:
Soul and Vibe Interactive
Inc.

text: Soul and Vibe Interactive Inc.

text: Soul and Vibe Interactive Inc.


text:
EX-99.1
2
a05-5771_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
SPORTS
ENTERTAINMENT ENTERPRISES, INC.
Media
Contact: Sean Cassidy
212-981-5233
Ed
Tagliaferri
212-981-5182
Robert
Zimmerman
212-981-5118
AMERICAN
IDOL™
JOINS ELVIS AT CKX, INC. [NASDAQ:CKXE]
ROBERT F.X. SILLERMAN'S CKX ACQUIRES 19 ENTERTAINMENT,
CREATOR OF
AMERICAN IDOL,
AND PARTNERS WITH FOUNDER, SIMON FULLER
New York, New York-March 18, 2005-Sports Entertainment
Enterprises, Inc. d/b/a CKX, Inc. (NASDAQ: CKXE), the control of
which was recently acquired by Robert F. X. Sillerman, announced today that it
has acquired 19 Entertainment Limited, the United Kingdom-based company best
known for creating the
American Idol
ä
television program. In addition, CKX has
entered into a long-term agreement with Simon Fuller, the founder and the
creative force behind 19's most successful projects.
This transaction follows CKX's recent acquisition of a
controlling interest in Elvis Presley Enterprises, which owns and/or controls
the commercial utilization of the name, image and likeness of Elvis Presley,
the operation of the Graceland museum and related attractions, as well as
revenue derived from Elvis Presley's, television specials, films and certain of
his music.
CKX acquired 19 Entertainment from its shareholders,
including Mr. Fuller, for total consideration consisting of £64.5
million (US $124.4 million) in
cash and 1,870,558 shares of CKX common stock, each paid at closing, and an
additional
£19.2
million ($36.9
million) in either cash or stock to be paid following delivery of
audited results for the fiscal year ended June 30, 2005. The Company
financed the cash consideration with borrowings and through the exercise of
$25.0 million of outstanding common stock purchase warrants held by Robert F.
X. Sillerman and other members of management of CKX, the Huff Alternative Fund,
the Company's largest institutional equity investor, and an affiliate of Huff.
The warrants were obtained by Mr. Sillerman, Huff and the other holders in
connection with their initial investments in the Company in February 2005.
19 Entertainment, based in the United Kingdom, is a
leading creator and producer of entertainment properties, including
American Idol
in the United States,
Pop Idol
in the United Kingdom, as well as versions of the
Pop Idol
format in more than 30 countries around the world. In addition to creating and
producing entertainment programming, the Company has recording contracts with
and/or manages or has managed some of the world's best known musicians and
other artists, including the Spice Girls, Annie Lennox, S Club 7 and former
American
Idol
and
Pop Idol
participants, such as Kelly Clarkson, Clay Aiken,
Ruben Studdard and Fantasia. The Company has also entered into an exclusive
global joint venture with David Beckham, one of the most recognized athletes in
the world, and Victoria Beckham, an influential symbol in both the fashion and
music worlds.
Commenting on the 19 acquisition, Mr. Sillerman
said, "Simon Fuller and his associates at 19 Entertainment have a long history
of developing and building some of the most impactful branded entertainment
properties in the world. We are thrilled to have them as partners of CKX. As we
grow our
1
business, the content that
19 owns, controls, is developing, or develops in the future will become
important elements in our effort to refocus the relationship between the
creators of content and the distributors of that content".
Mr. Fuller added, "This is a hugely exciting new
partnership for myself and 19 Entertainment.
CKX will provide 19 with a powerful platform for global growth and allow
us to fully take advantage of all the amazing opportunities that lie ahead. Bob Sillerman is a true visionary. From the very first day we met it was clear
that we shared the same dynamic vision for the direction of the entertainment
industry in the 21st century and the ever increasing importance of content and
creativity. I cannot wait to get
started."
In addition to controlling the operations of 19
Entertainment and its subsidiaries, Mr. Fuller will be appointed a
director of CKX and will play a key role in planning and implementing the
Company's overall creative direction. Mr. Fuller, who founded 19
Entertainment in 1985, has spent his entire career in the entertainment
industry and has been publicly recognized as among the most successful British
music managers of all time.
CKX is engaged in the ownership, development and
commercial utilization of entertainment content.
For more detailed information see our Current Report
on Form 8-K, which may be obtained at the SEC's web site at
www.sec.gov.
Financial information for CKX can be obtained
at the SEC's website as well.
Financial information filed by 19 Entertainment with
the United Kingdom Registrar of Companies under Section 242 of the
Companies Act of 1985 can be found at
www.companies-house.gov.uk/.
This document includes certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's current expectations or
beliefs, and are subject to uncertainty and changes in circumstances. Actual
results may vary materially from those expressed or implied by the statements
herein due to changes in economic, business, competitive, technological and/or
regulatory factors, acquisitions of dispositions of business assets, and the
potential impact of future decisions by management that may result in merger
and restructuring charges, as well as the potential impact of any future
impairment charges to goodwill or other intangible assets. More detailed
information about these factors may be found in filings by Sports Entertainment
Enterprises, Inc. with the Securities and Exchange Commission. Sports
Entertainment Enterprises, Inc. is under no obligation to, and expressly
disclaims any such obligation to, update or alter its forward-looking
statements, whether as a result of new information, future events, or
otherwise.
2

text:
SPORTS
ENTERTAINMENT ENTERPRISES, INC.

text: CKX

text: CKX

text: 19 ENTERTAINMENT

text:
Sports Entertainment
Enterprises, Inc.

text: CKX

text: 19 Entertainment Limited

text: CKX

text: CKX

text: CKX

text: 19 Entertainment

text: shareholders

text: CKX

text: CKX

text: 19 Entertainment

text: 19 Entertainment

text: CKX

text: 19 Entertainment

text: CKX

text:
19
Entertainment

text: CKX

text:
19
Entertainment

text: CKX

text: CKX

text: 19 Entertainment

text:
Sports Entertainment
Enterprises, Inc.

text:
Sports
Entertainment Enterprises, Inc.


text:
EX-99.1
3
v078734_ex99-1.htm
Perma-Fix
Completes Acquisition of
PEcoS'
Radioactive
and Mixed Waste Treatment Facility
Atlanta
- June 14, 2007 - Perma-Fix Environmental Services, Inc. (Nasdaq: PESI; BSE:
PESI; Germany: PES.BE)
,
today
announced that it has completed its acquisition of Nuvotec
USA, Inc. (Nuvotec) and its wholly owned subsidiary,
Pacific
EcoSolutions, Inc. (PEcoS),
for
$11.2 million. PEcoS, based in Richland, Washington is a nuclear waste
management company that treats both low level and mixed waste.
In
connection with the transaction, Perma-Fix issued $2.0 million in shares of
Perma-Fix common stock and $2.5 million in debt instruments payable over a
four
year period to those Nuvotec shareholders that qualify as accredited investors,
$2.3 million in cash to both non-accredited and accredited Nuvotec shareholders,
and up to $4.4 million of cash earn-out to both non-accredited and accredited
Nuvotec shareholders, which could vary dependent on meeting or exceeding certain
future revenue thresholds over a four year period. Perma-Fix assumed $9.4
million of debt, plus the debts and obligations of PEcoS incurred in the
ordinary course of PEcoS' business. PEcoS' facility is permitted to treat, store
and process low level radioactive and mixed waste,
and is
located adjacent to the Department of Energy's (DOE) Hanford site.
Dr.
Louis
F. Centofanti, Chairman and Chief Executive Officer, stated, "This
important milestone is beneficial to Perma-Fix on many levels, as it increases
our treatment capacity, expands our west coast presence, and secures PEcoS'
radioactive and hazardous waste permits and licenses. The
PEcoS
facility is located adjacent to the Hanford site and provides us access to
treat
some of the
most
complex nuclear waste streams in the nation.
This is
an important step in the development of our strategy to become a focused nuclear
services company".
About
Perma-Fix Environmental Services
Perma-Fix
Environmental Services, Inc. is a national environmental services company,
providing unique mixed waste and industrial waste management services. The
Company has increased its focus on the Nuclear services segment, which provides
radioactive and mixed waste treatment services to hospitals, research
laboratories and institutions, numerous federal agencies including DOE and
the
U.S. Department of Defense and nuclear utilities. The Industrial services
segment provides hazardous and non-hazardous waste treatment services for a
diverse group of customers including Fortune 500 companies, numerous federal,
state and local agencies and thousands of smaller clients. The Company operates
nine major waste treatment facilities across the country.
This
press release contains "forward-looking statements" which are based largely on
the Company's expectations and are subject to various business risks and
uncertainties, certain of which are beyond the Company's control.
Forward-looking statements include, but are not limited to information
concerning
the
PEcoS acquisition increasing our treatment capacity, expanding our west coast
presence, and securing PEcoS' radioactive and hazardous waste permits and
licenses; as well as providing us access to treat some of the most complex
nuclear waste streams in the nation. These forward-looking statements are
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. While the Company believes
the
expectations reflected in this news release are reasonable, it can give no
assurance such expectations will prove to be correct. There are a variety of
factors which could cause future outcomes to differ materially from those
described in this release, including without limitation, future economic
conditions; industry conditions; competitive pressures and
the
additional factors described in our Form 10-K and first quarter 2007 Form
10-Q.
The
Company makes no commitment to disclose any revisions to forward-looking
statements, or any facts, events or circumstances after the date hereof that
bear upon forward-looking statements.
Please
visit us on the World Wide Web at http://www.perma-fix.com.
*****
Contacts:
Dr. Louis F. Centofanti, Chairman and
CEO
David K. Waldman-US Investor
Relations
Perma-Fix Environmental Services,
Inc.
Crescendo Communications, LLC
(770) 587-5155
(212) 671-1020 x101
Herbert Strauss-European Investor
Relations
herbert@eu-ir.com
+43 316 296 316

text: Perma-Fix

text: Perma-Fix Environmental Services, Inc.

text:
Nuvotec
USA, Inc.

text:
Pacific
EcoSolutions, Inc.

text: Perma-Fix

text: Perma-Fix

text: Perma-Fix

text:
Louis
F. Centofanti

text: Perma-Fix

text:
Perma-Fix
Environmental Services, Inc.

text: Louis F. Centofanti

text:
Perma-Fix Environmental Services,
Inc.


text:
EX-99.2
4
exhibit992proformaunaudite.htm
EX-99.2
Document
EXHIBIT 99.2
Unaudited Pro Forma Consolidated Condensed Financial Statements
Introduction
On June 30, 2021, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Sapphire TopCo, Inc. ("Buyer") under which the Company transferred 100% of the equity interests of InTelCo Management LLC ("InTelCo") to the Buyer (the "Sale") effective as of 12:01am on July 1, 2021. In connection with the Sale, the Company contributed approximately $398 million of cash to InTelCo. Because subsidiaries of InTelCo are the obligors for the Company's asbestos-related liabilities and policyholders of related insurance assets, the rights and obligations related to these items transferred upon completion of the Sale. In addition, pursuant to the Purchase Agreement, Buyer and InTelCo indemnify the Company and its affiliates for asbestos-related liabilities and other product liabilities as more specifically described in the Purchase Agreement. This indemnification obligation with respect to Asbestos-Related Liabilities (as such term is defined in the Purchase Agreement) is not subject to any cap or time limitation. Following the completion of the transfer, the Company no longer has any obligation with respect to previously recorded asbestos-related liabilities or rights with respect to the related insurance assets. As such, effective as of closing, InTelCo has been deconsolidated from the financial results of the Company.
The unaudited pro forma financial information was prepared utilizing our historical financial data derived from the interim consolidated financial statements included in our Quarterly Report on Form 10-Q for the period ended April 3, 2021, which was filed with the Securities and Exchange Commission on May 7, 2021, and from the audited consolidated financial statements for the year ended December 31, 2020 included in our Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 19, 2021. The pro forma adjustments are described in the notes to the unaudited pro forma information and are based upon available information and assumptions that we believe are reasonable.
The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of what our financial performance and financial position would have been had the transaction been completed on the dates assumed, nor is such unaudited pro forma financial information necessarily indicative of the results to be expected in any future period.
EXHIBIT 99.2
ITT INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS
(IN MILLIONS)
April 3, 2021
As Reported
InTelCo
Divestiture
(a)
Other
Adjustments
(b)
April 3, 2021
Pro Forma
Assets
Current assets:
Cash and cash equivalents
$
780.2
$
(398.0)
$
150.0
$
532.2
Receivables, net
546.3
546.3
Inventories, net
374.7
374.7
Other current assets
190.8
(91.0)
99.8
Total current assets
1,892.0
(489.0)
150.0
1,553.0
Plant, property and equipment, net
501.2
501.2
Goodwill
933.4
933.4
Other intangible assets, net
100.3
100.3
Asbestos-related assets
330.8
(330.8)
-
Deferred income taxes
156.3
(116.7)
39.6
Other non-current assets
265.7
265.7
Total non-current assets
2,287.7
(447.5)
1,840.2
Total assets
$
4,179.7
$
(936.5)
$
150.0
$
3,393.2
Liabilities and Shareholders' Equity
Current liabilities:
Commercial paper and current maturities of long-term debt
$
61.2
$
150.0
$
211.2
Accounts payable
327.0
(0.1)
326.9
Accrued liabilities
438.3
(91.3)
347.0
Total current liabilities
826.5
(91.4)
150.0
885.1
Asbestos-related liabilities
818.3
(818.3)
-
Postretirement benefits
222.8
222.8
Other non-current liabilities
204.2
204.2
Total non-current liabilities
1,245.3
(818.3)
427.0
Total liabilities
$
2,071.8
$
(909.7)
$
150.0
$
1,312.1
Total ITT Inc. shareholders' equity
2,106.1
(26.8)
2,079.3
Noncontrolling interests
1.8
1.8
Total shareholders' equity
2,107.9
(26.8)
2,081.1
Total liabilities and shareholders' equity
$
4,179.7
$
(936.5)
$
150.0
$
3,393.2
EXHIBIT 99.2
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
April 3, 2021
Twelve Months Ended
December 31, 2020
As Reported
InTelCo Divestiture (c)
Pro Forma
As Reported
InTelCo Divestiture (c)
Pro Forma
Revenue
$
698.4
$
698.4
$
2,477.8
$
2,477.8
Costs of revenue
469.4
469.4
1,695.6
1,695.6
Gross profit
229.0
229.0
782.2
782.2
General and administrative expenses
52.1
52.1
200.7
200.7
Sales and marketing expenses
36.7
36.7
146.5
146.5
Research and development expenses
24.3
24.3
84.9
84.9
Asbestos-related costs (benefit), net
2.4
(2.4)
-
66.3
(94.9)
(28.6)
Other operating expenses
3.6
3.6
57.3
57.3
Operating income
109.9
2.4
112.3
226.5
94.9
321.4
Interest and non-operating (income) expenses, net
(1.3)
0.1
(1.2)
141.3
0.3
141.6
Income from continuing operations before income tax expense
111.2
2.3
113.5
85.2
94.6
179.8
Income tax expense
24.7
0.5
25.2
15.3
118.8
134.1
Less: Income attributable to noncontrolling interests
0.3
0.3
1.4
1.4
Income from continuing operations, net of tax attributable to ITT Inc.
$
86.2
$
1.8
$
88.0
$
68.5
$
(24.2)
$
44.3
Earnings per share from continuing operations attributable to ITT Inc.:
Basic earnings per share
$
1.00
$
0.02
$
1.02
$
0.79
$
(0.28)
$
0.51
Diluted earnings per share
$
0.99
$
0.02
$
1.01
$
0.78
$
(0.27)
$
0.51
Weighted average common shares - basic
86.3
86.3
86.3
86.7
86.7
86.7
Weighted average common shares - diluted
86.9
86.9
86.9
87.3
87.3
87.3
EXHIBIT 99.2
Notes to Unaudited Pro Forma Consolidated Condensed Financial Information
(Millions of Dollars)
Note 1. Basis of Presentation
The pro forma consolidated condensed balance sheet and statements of operations have been derived from the historical consolidated condensed balance sheet and statements of operations of ITT Inc. as adjusted to give effect to the sale of InTelCo. The pro forma consolidated condensed balance sheet gives effect to the sale as if it occurred on April 3, 2021, which was the last day of ITT Inc.'s 2021 first fiscal quarter. The pro forma consolidated condensed statements of operations for the three months ended April 3, 2021 and the year ended December 31, 2020 give effect to the sale as if it occurred on January 1, 2020.
Note 2. Sale Transaction
Pursuant to the sale agreement, ITT Inc. contributed $398 to the InTelCo entities and 100% of the equity interests of InTelCo were transferred to the Buyer, and Buyer and InTelCo indemnify ITT for all asbestos-related and other product liabilities. Following the completion of the transfer, the Company no longer has any obligation with respect to previously recorded asbestos-related liabilities or rights with respect to the related insurance assets. As such, effective as of closing, InTelCo has been deconsolidated from the financial results of the Company as we no longer maintain control of the entity.
The transaction was partially funded with $150 in borrowings under our U.S. commercial paper program at a weighted average interest rate of 21 basis points.
Note 3. Pro Forma Adjustments
(a) Represents adjustments to reflect the disposition of the asbestos-related assets and liabilities of InTelCo associated with the transaction described above, including deferred tax assets, for $398 in cash. The net decrease to shareholders' equity of $26.8 represents the estimated after-tax loss on the disposition of InTelCo as if it occurred on April 3, 2021.
(b) The transaction was partially funded with commercial paper borrowings, with a weighted average interest rate of 21 basis points at the time of the transaction. This adjustment reflects the borrowings as if they occurred on April 3, 2021.
(c) Represents adjustments to eliminate the operating results of InTelCo and other administrative expenses related to the management of asbestos liabilities. The year ended December 31, 2020 includes a non-recurring pre-tax gain of $28.6 and non-recurring income tax expense of $101.5 had the sale occurred on January 1, 2020. Additionally, an adjustment is made for incremental interest expense assuming the commercial paper borrowings of $150 with a weighted average interest rate of 21 basis points were outstanding during the periods presented. The tax effect was calculated using the statutory rates in effect during the periods presented.

text: Sapphire TopCo, Inc.

text: InTelCo Management LLC

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo

text: InTelCo


text:
EX-99.1
3
a05-1476_1ex99d1.htm
EX-99.1
Exhibit
99.1
PRESS
RELEASE
Monterey Gourmet Foods, Inc.
528
Moffett Street, Salinas CA 93905
831/753-6262
CONTACT:
Jim Williams, Chief Executive Officer, Ext
118 jimw@montereygourmetfoods.com
Scott Wheeler, Chief Financial Officer, Ext 141 scottw@montereygourmetfoods.com
FOR IMMEDIATE RELEASE
Monterey Gourmet Foods Acquires 60% Ownership in Casual Gourmet Foods,
Inc.
.
Gains unique products in growing category for
Monterey Gourmet Foods
.
Continues strategy of diversification and
growth in the refrigerated specialty gourmet foods market
SALINAS, CA (January 12,
2005
) Monterey
Gourmet Foods, Inc. (NASDAQ:PSTA) announced today that it has acquired 60%
ownership in Casual Gourmet Foods (CGF), a leading marketer of refrigerated
specialty food products. Monterey
Gourmet Foods (MGF) paid CGF shareholders $6.0 million cash for 60% of the
company. Additionally, the acquisition
agreement provides for the purchase of the remaining 40% ownership over the
next three years. CGF will continue
during that period to operate as a separate entity under its current
management.
CGF, with annual sales of over $13 million, markets
a wide range of refrigerated branded specialty items, including chicken
sausages, chicken burgers, and gourmet soups.
Their products are sold in club stores and retail food stores in 38
states. Some of their most popular
sausage items include red bell pepper with basil, and spinach with Asiago
cheese. Their lobster bisque soup is
also a strong seller. Additional
information about CGF can be found on its website at www.cgfoods.com.
Jim Williams, Monterey Gourmet's President and CEO,
commented, "Casual Gourmet represents a valuable addition to Monterey Gourmet
Foods and is expected to be accretive to earnings in 2005. This acquisition supports our growth strategy
in the specialty premium refrigerated food category. Casual Gourmet's great-tasting lower fat,
low-calorie sausages and burgers fit well with today's consumer interested in
unique and healthy food choices. CGF
sausage products are positioned in the fast growing healthy gourmet segment of
the large cooked sausage category. Their
refrigerated, fully cooked soups cater to the time-starved consumer looking for
premium gourmet meal options. Like MGF,
Casual Gourmet competes in the refrigerated sections in club and retail food
store channels, so there are several synergies available between our two
companies. We envision expanding the
existing Casual Gourmet brand, developing new products, and increasing
distribution in club, retail, and potentially other channels".
Commenting on the CGF team, Williams stated, "We are
very pleased to be working with Ben Rizzo, CEO, Dave Canarelli, COO and Robert
Hapanowicz, CFO. They bring a long
history of food industry leadership and are the right team to head up our
efforts in this new endeavor. They have
guided CGF through a very aggressive growth phase over the last several years,
and achieved a sales increase of more than 50% in 2004 compared to 2003. CGF will function as a relatively autonomous
entity, while working with Monterey Gourmet Foods to maximize synergies and
efficiencies".
CGF's Ben Rizzo commented, "Monterey Gourmet's high
quality products are a great fit with those of Casual Gourmet. We are very excited about the opportunities to
grow the Casual Gourmet brand through this alliance".
This press release contains forward-looking
statements concerning the effect of
Monterey Gourmet Foods' corporate acquisitions and product innovations on
projected sales for future periods, including without limitation statements
including such terms as "is expected to be accretive to earnings", "is……growing",
"are positioned in the fast growing ….. segment", "envision", potentially", and "maximize
synergies and efficiencies." 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, and investors
must recognize that actual results may differ from those expressed or implied
in the forward-looking statements.
Consequently, the Company wishes to caution readers not to place undue
reliance on any forward-looking statements.
Among the factors that could cause Monterey Gourmet Foods' actual
results to differ from such forward-looking statements are the following: (i) the
process associated with the integrations of CGF's operations, processes, and
products, (ii) a significant reduction
of sales to two major customers currently comprising a majority of total
revenues, (iii) the retention of newly acquired customers including achieving
volume projections for these new customers, (iv) the Company's ability to
achieve improved production efficiencies in connection with the introduction of
its new packaging and new items, (v) the timely and cost-effective introduction
of new products in the coming months, (vi) the utilization of the
recently-completed plant expansion and the increased fixed costs associated
with increased plant capacity, (vii) retention of key personnel and retention
of key management, (viii) the risks inherent in food production, (ix) intense
competition in the market in which the Monterey Gourmet competes and (x) Monterey Gourmet's ability to source
competitively priced raw materials to achieve historical operating
margins. In addition, Monterey Gourmet's
results may also be affected by general factors, such as economic conditions,
political developments, interest and inflation rates, accounting standards,
taxes, and laws and regulations in markets where Monterey Gourmet competes.
Monterey Gourmet has provided additional
information regarding risks associated with the business in its Annual Report
on Form 10-K for fiscal 2003, and its Reports of Material Event on Forms 8-K filed
February 5, 2004, February 10, 2004, Monterey Gourmet Foods
undertakes no obligation to update or revise publicly, any forward looking
statements whether as a result of new information, future events or otherwise.
Monterey Gourmet Foods manufactures USDA
inspected, fresh gourmet refrigerated food products at its integrated 143,000
square foot corporate headquarters, distribution, and manufacturing facilities
in Salinas, (Monterey County) California,
its organic food production facility in Eugene, Oregon and its recently
acquired facility in Seattle, Washington.
Monterey Gourmet Foods has national distribution of its products in over
9,700 retail and club stores throughout the United States and selected regions of
Canada, the Caribbean, Latin America, and Asia Pacific.
** End **
2

text: Monterey Gourmet Foods, Inc.

text: Jim Williams

text: Scott Wheeler

text: Monterey Gourmet Foods

text: Monterey Gourmet Foods

text:
Monterey
Gourmet Foods, Inc.

text:
Monterey
Gourmet Foods

text: Jim Williams

text:
Monterey Gourmet
Foods

text: Ben Rizzo

text: Dave Canarelli

text:
Robert
Hapanowicz

text: Monterey Gourmet Foods

text: Ben Rizzo

text: Monterey Gourmet Foods

text: Monterey Gourmet Foods

text: Monterey Gourmet Foods

text: Monterey Gourmet Foods

text: Monterey Gourmet Foods


text:
EX-99.1
2
tv520883_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
NEWS RELEASE
FOR MORE INFORMATION:
BASi Company Contacts:
Joe Flynn
Chief Commercial Officer
Phone: 314.882.2218
jflynn@BASinc.com
Jill C. Blumhoff
Chief Financial Officer
Phone: 765.497.8381
jblumhoff@BASinc.com
Smithers Company Contact:
David L. Schwarz
Vice President
Marketing and Strategic Planning
Phone: 330.762.7441
dschwarz@smithers.com
CORRECTED
PRESS RELEASE: BASi Acquires the Smithers Avanza
Toxicology Services Business Unit to Support Growing Toxicology Business
and
Broaden Scientific Talent
WEST LAFAYETTE, Ind., May 7, 2019 -- This press release
corrects a prior version published on May 1, 2019, and is updated to revise the amount of one of the loans previously reported.
The corrected release reads:
BASi Acquires
the Smithers Avanza Toxicology Services Business Unit to
Support Growing Toxicology Business and Broaden Scientific Talent
WEST LAFAYETTE, Ind., May 1, 2019
--
Bioanalytical Systems, Inc
.
, (NASDAQ:BASI) ("BASi" or the "Company") today
announced its acquisition of the
Smithers Avanza Toxicology Services
business unit, a contract research organization (CRO)
located in Gaithersburg, Maryland, which specializes in general toxicology, vaccine safety and developmental and reproductive
toxicology (DART) studies, in support of pharmaceutical and chemical industry research and development. The acquired business
will operate as a wholly owned subsidiary of BASi under the name BASi Gaithersburg.
"The
acquisition of the Smithers Avanza Toxicology Services business unit solidly supports BASi's vision of strategic growth,"
said Robert Leasure, Jr., BASi's President and Chief Executive Officer. "
With
strong demand for our toxicology and drug disposition services, we needed to add space and talent.
The team that is joining
us from Smithers in Gaithersburg will allow us to provide more resources to our clients, while remaining small enough to be flexible,
responsive and consultative. Not only will the Gaithersburg site provide increased capacity for routine safety assessment, we also
acquired significant expertise in developmental and reproductive toxicology".
Michael Hochschwender, President and Chief Executive Officer,
The Smithers Group, Inc., commented, "Selling a business unit is never an easy decision, but we recognized that the scope
and scale of BASi coupled with our team's scientific expertise would benefit our clients and team tremendously. Operating
as a single site toxicology business presented operational efficiency challenges that could be overcome with the added sites and
in-house capabilities of BASi. We are very proud of the accomplishments and reputation of the Gaithersburg Toxicology Services
team. We are thankful to our loyal clients who supported this business and are confident they will enjoy a seamless transition
to BASi."
BASi provides contract research services and monitoring instruments
to emerging pharmaceutical companies, drug development companies, and medical research organizations-primarily in drug discovery
and development, and integrating services across commercial and academic settings. The acquisition of the Smithers Avanza Toxicology
Services business unit is another strategic milestone for the Company which made several key appointments to its organizational
leadership in recent months, invested in the multi-phase expansion of its GLP toxicology facility near Evansville, Indiana, and
acquired the Missouri-based
Seventh Wave Laboratories
in July of last year.
With this transaction, BASi adds immediate
capacity and expects to further capitalize on its assets and broadened scientific expertise to guide clients through drug safety
and disposition evaluations utilizing a comprehensive portfolio of tools and services:
·
Lead optimization through candidate selection;
·
In vivo toxicology and pharmacology;
·
Vaccine safety testing;
·
Developmental and Reproductive Toxicology (DART);
·
GLP in vivo services;
·
GLP and non-GLP/discovery bioanalysis;
·
Histopathology including immunohistochemistry and image analysis;
·
Drug Metabolism & Pharmacokinetics;
·
In vitro and in vivo bioequivalence testing; and
·
BASi Culex
®
Automated Sampling Systems.
Michael Dorato, PhD,
DABT, Fellow ATS, former Executive Vice President of Smithers Avanza Toxicology Services and newly-appointed Senior Vice President
at BASi Gaithersburg, added, "Our group strengthens BASi's core capabilities, adds scientific depth, and expands the
offerings, all while providing a moderate-sized CRO experience, focused on clients that value flexibility and responsiveness".
Transaction Summary
Pursuant to the terms of an asset purchase
agreement (the "APA"), BASi acquired substantially all of the assets used by the seller in connection with the performance
of in-vivo mammalian toxicology CRO services for pharmaceuticals (small molecules and biologics), vaccines, agro and industrial
chemicals for approximately $1.27 million in cash (a portion of which remains in escrow), 200,000 Common Shares of BASi and an
unsecured subordinated promissory note in the initial principal amount of $810,000. In connection with the transaction, BASi amended
its credit arrangements with First Internet Bank to, among other things, renew the Company's revolving loan of $3.5 million
and to add two new term loans in the amounts of $1.27 million and $1.1 million, respectively, a portion of the proceeds of which
were used to fund the acquisition, with the remaining proceeds to be used for capital equipment financing and for future general
corporate needs.
A Current Report on Form 8-K containing
further details regarding the APA and the transaction will be filed by BASi.
About Bioanalytical Systems, Inc.
BASi is a pharmaceutical development company providing contract
research services and monitoring instruments to emerging pharmaceutical companies and the world's leading drug development companies
and medical research organizations. The Company focuses on developing innovative services supporting its clients' discovery
and development objectives for improved decision-making and accelerated goal attainment. BASi's products focus on increasing
efficiency, improving data, and reducing the cost of taking new drugs to market. Visit www.BASinc.com for more information
about BASi.
This release may contain forward-looking statements that
are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to changes in the market
and demand for our products and services, the development, marketing and sales of products and services, changes in technology,
industry and regulatory standards, and various market and operating risks detailed in the company's filings with the U.S. Securities
and Exchange Commission.

text: BASi

text: Joe Flynn

text: Jill C. Blumhoff

text: David L. Schwarz

text: BASi

text: BASi

text:
Bioanalytical Systems, Inc
.

text: BASI

text: BASi

text: BASi

text: BASi

text: Smithers Avanza Toxicology Services

text: BASi

text: BASi

text: Michael Hochschwender

text: BASi

text: BASi

text: BASi

text: BASi

text:
Smithers Avanza Toxicology
Services

text: BASi

text: BASi

text: Smithers Avanza Toxicology Services

text: BASi

text: BASi

text: BASi

text: BASi

text: BASi

text: BASi

text: BASi

text: BASi

text: BASi


text:
EX-99.1
4
a08-7118_1ex99d1.htm
EX-99.1
EXHIBIT
99.1
Contact:
Jacob Inbar
President and Chief
Executive Officer,
(805) 388-1345, Ext.
201
FOR IMMEDIATE RELEASE
AML COMMUNICATIONS ACQUIRES 100% of MICA-TECH
Mica-Tech to operate as a wholly owned subsidiary
CAMARILLO, California - February 26, 2008
AML Communications, Inc. (AMLJ.OB) ("The Company")
announced today it acquired all outstanding shares of Mica-Tech, Inc.
Consideration for the acquired shares is in the form of stock options. The
options are performance based, and were issued to Mica-Tech's key employees
stock holders (the 49% balance of Mica-Tech's stock prior to this transaction
was held by Mica-Tech employees).
The Company intends to request at the upcoming annual
shareholders meeting an increase in the current stock option pool by
approximately 1.6 million shares to fund the options mentioned above.
The decision to acquire the balance of the Mica-Tech
shares was based on a need to prepare its operations for entering the Demand
Response market.
AML's management sees the opportunity
presented to Mica-Tech as an opportunity for AML shareholders. As such, steps
are being taken to bolster Mica-Tech's financial and management structure while
the company pursues its stated strategy.
For more about Demand Response, please visit the
Mica-Tech website located at http://www.mica-tech.com/
AML Communications is a designer, manufacturer, and
marketer of amplifiers and integrated assemblies that address the Defense
Electronic Warfare Markets. The Company's Web site is located at http://www.amlj.com.
This press release
contains forward-looking statements made in reliance upon the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are
not limited to, the Company's views on future profitability, commercial
revenues, market growth, capital requirements, new product introductions, and
are generally identified by words such as "thinks", "anticipates,"
"believes", "estimates", "expects", "intends", "plans,", "schedules", and similar words. Forward-looking statements are not guarantees
of future performance and are inherently subject to uncertainties and other
factors which could cause actual results to differ materially from the
forward-looking statements. These factors and uncertainties include: reductions
or cancellations in orders from new or existing customers; success in the
design of new products; the opportunity for future orders from domestic and
international customers including, in particular defense customers; general
economic conditions; the limited number of potential customers; variability in
gross margins on new products; inability to deliver products as forecast;
failure to acquire new customers; continued or new deterioration of business and
economic conditions in the wireless communications industry; and intensely
competitive industry conditions with increasing price competition. The Company refers
interested persons to its most recent Annual Report on Form 10-KSB and its
other SEC filings for a description of additional uncertainties and factors
that may affect forward-looking statements. Forward-looking statements are
based on information presently available to senior management, and the Company
has not assumed any duty to update its forward-looking statements.

text: Jacob Inbar

text: AML COMMUNICATIONS

text:
MICA-TECH
Mica-Tech

text: AML Communications, Inc.

text: Mica-Tech, Inc.

text: AML Communications


text:
EX-99.1
4
pressreleasecpiacquisition.htm
PRESS RELEASE
Press Release CPI Acquisition
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Kevin Barnett
(614) 870-5603
CORE MOLDING TECHNOLOGIES ACQUIRES CPI BINANI,
EXPANDS ITS THERMOPLASTICS CAPABILITIES
COLUMBUS, Ohio - March 20, 2015 - Core Molding Technologies, Inc. (NYSE MKT: CMT), a leading North American compounder of custom sheet molding compound (SMC) and molder of fiberglass reinforced plastics, today announced it has acquired substantially all of the assets of CPI Binani, Inc. ("CPI"), located in Winona, Minnesota. CPI is an innovator and active producer of direct long-fiber thermoplastics (D-LFT) products, serving the marine, automotive, packaging and other industries. CPI was previously a wholly-owned subsidiary of Binani Industries Limited, based in Mumbai, India. The transaction is an all-cash deal of $15 million, which Core will finance through a new senior secured five-year term loan. The acquisition includes a staff of approximately 100 individuals and a manufacturing facility of 83,000 square feet.
"Continuing to expand our composite technology offerings for our diverse customer base is a key element of our growth strategy", said Kevin L. Barnett, President and Chief Executive Officer of Core Molding Technologies. "CPI is a pioneer in direct long-fiber thermoplastic processing and continues to expand the applications of this versatile material system", he said. "In addition to a new technology offering, the acquisition brings us existing programs with industry leading customers, experienced leadership, a motivated and capable workforce, expanded geographic reach and an industry-leading 5,000-ton processing system, all of which fit our interests quite nicely".
Long-fiber reinforced thermoplastics systems are attractive for their versatile performance characteristics, resistance to chemicals, recyclability and fast processing times in many complex product configurations. The use of a direct process, where the compounding of the material is connected directly with the compression molding operation, improves the economics of the technology. Widely popular in Europe and Asia, D-LFT technology is still growing in North America, where applications are concentrated in the automotive industry, but include many non-automotive applications as well. Lucintel, a leading market research organization that specializes in composite processes, estimates the North American D-LFT market is growing at a CAGR of 7-9%.
CPI had annual sales in 2014 of approximately $20 million. The Company expects the transaction to be approximately $.01 to $.02 accretive to earnings per share for the remainder of 2015 and does not expect any significant restructuring, shut-down or employee severance costs during 2015.
"We are excited about adding the D-LFT technology to our growing portfolio of fiber-reinforced composite processes, and to advancing the opportunities the CPI team has under development", Barnett said. "Additionally, we see opportunities to offer the D-LFT technology to our existing customers and to cross-sell our thermoset technology to CPI's customers. The D-LFT technology is complementary to our existing operations in many ways. Integration is expected to be completed by year-end", he said.
ABOUT CORE MOLDING TECHNOLOGIES, INC.
Core Molding Technologies, Inc. is a manufacturer of sheet molding compound (SMC) and molder of fiberglass reinforced plastics. Core specializes in large-format moldings and offers a wide range of fiberglass processes, including compression molding of SMC, glass mat thermoplastics (GMT) and bulk molding compounds (BMC); spray-up, lay-up, resin transfer (RTM) and vacuum resin transfer molding (V-RTM). Additionally, the company offers liquid molding of dicyclopentadiene (DCPD). Core serves a wide variety of markets, including the medium and heavy-duty truck, marine, automotive, agriculture, construction and other commercial products. Headquartered in Columbus, Ohio, Core maintains plants in Columbus and Batavia, Ohio; Gaffney, South Carolina and Matamoros, Mexico. For further information, visit the company's website at www.coremt.com.
This press release contains certain forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements are those focused upon future plans, objectives or performance as opposed to historical items and include statements of anticipated events or trends and expectations and beliefs relating to matters not historical in nature. Such forward-looking statements involve known and unknown risks and are subject to uncertainties and factors relating to Core Molding Technologies' operations and business environment, all of which are difficult to predict and many of which are beyond Core Molding Technologies' control. These uncertainties and factors could cause Core Molding Technologies' actual results to differ materially from those matters expressed in or implied by such forward-looking statements.
Core Molding Technologies believes that the following factors, among others, could affect its future performance and cause actual results to differ materially from those expressed or implied by forward-looking statements made in this report: business conditions in the plastics, transportation, marine and commercial product industries; federal and state regulations (including engine emission regulations); general economic, social and political environments in the countries in which Core Molding Technologies operates; safety and security conditions in Mexico; dependence upon certain major customers as the primary source of Core Molding Technologies' sales revenues; efforts of Core Molding Technologies to expand its customer base; the actions of competitors, customers, and suppliers; failure of Core Molding Technologies' suppliers to perform their obligations; the availability of raw materials; inflationary pressures; new technologies; regulatory matters; labor relations; the loss or inability of Core Molding Technologies to attract and retain key personnel; federal, state and local environmental laws and regulations; the availability of capital; the ability of Core Molding Technologies to provide on-time delivery to customers, which may require additional shipping expenses to ensure on-time delivery or otherwise result in late fees; risk of cancellation or rescheduling of orders; management's decision to pursue new products or businesses which involve additional costs, risks or capital expenditures; and other risks identified from time-to-time in Core Molding Technologies' other public documents on file with the Securities and Exchange Commission, including those described in Item 1A of the 2014 Annual Report to Shareholders on Form 10-K.

text: CORE MOLDING TECHNOLOGIES

text: CPI BINANI

text: Core Molding Technologies, Inc.

text: CPI Binani, Inc.

text: Kevin L. Barnett

text: Core Molding Technologies

text: CORE MOLDING TECHNOLOGIES, INC.

text: Core Molding Technologies, Inc.

text: Core Molding Technologies

text: Core Molding Technologies

text: Core Molding Technologies

text: Core Molding Technologies

text: Core Molding Technologies

text: Core Molding Technologies

text: Core Molding Technologies

text: Core Molding Technologies

text: Core Molding Technologies

text: Core Molding Technologies

text: Core Molding Technologies