text:
EX-99.1
3
tv508015_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
412 Mt. Kemble Ave, Ste 110C
Morristown,
NJ 07960, USA
+1
973-461-5200
+1-973-605-2942
www.majesco.com
PRESS RELEASE
Majesco Acquires Exaxe, EMEA Cloud Software
Leader for Life, Pensions and Wealth Management
Award winning SaaS solutions extend market
capabilities and reach for life, pensions and wealth management in Europe
Morristown, NJ
-
November
27, 2018
-
Majesco (NYSE
AMERICAN:
MJCO
), a global leader of cloud insurance technology, announced today the acquisition of Exaxe, an EMEA based cloud
software leader in the life, pensions and wealth management segment. Headquartered in Dublin, Ireland Exaxe serves a growing
list of top European insurers. This acquisition will strengthen and expand Majesco's software offerings in EMEA for the individual
life, pensions and wealth management market while complementing Majesco's software and Group focused customer base in the
UK.
"We are delighted to welcome Exaxe founders Norman and
Philip along with the amazing talent they bring to our global Majesco team. Together, we'll focus on bringing continuous
innovation to our customers, helping them take advantage of the market opportunities in insurance with cloud and digital transformation,"
said Adam Elster, CEO of Majesco. "Exaxe has accelerated the delivery of cutting-edge cloud technology to their clients and
we are excited to introduce this to the already growing group of Majesco customers and prospects across Europe".
"We are delighted to join the Majesco family as part of
the next phase of growth for Exaxe. We looked long and hard for a partner that shared our view of the digital future for insurance
and look forward to maximizing our potential as part of a leading insurance digital transformation player like Majesco. This was
an easy decision for us. Majesco's strength coupled with its complementary suite of innovative digital solutions and deep
insurance industry expertise means we can offer a wider selection of solutions to new and existing clients and provide greater
career opportunities for our committed team".
Exaxe is an award-winning SaaS provider of software solutions
that helps life and pensions companies with digital transformation by allowing them to launch new products faster, administer products
more efficiently and respond with greater flexibility to the marketplace. They provide leading edge front, middle, and back-office
SaaS solutions specifically for life, pensions, and wealth sectors. Exaxe's SaaS based solutions provide full lifecycle support,
from automated advice through sales, administration and claims for life, pensions and wealth management product sets. Exaxe SaaS
solutions allow its clients to avoid large upfront license fees, to pay per usage and work anywhere, anytime. Exaxe solutions are
supporting insurance customer policies in the UK, Ireland and other European countries. The company has won a number of awards
for innovation and technology in the last 3 years.
"There is an undeniable move towards greater adoption
levels of cloud-based core insurance solutions across the industry, especially among the mid-tier and below. This acquisition strengthens
Majesco's already deep insurance portfolio and provides them with access to a new client segment in Europe", commented
Jamie Macgregor, CEO, Head of Insurance for Celent. "Having the financial backing of Majesco and access to its technical
bench will be a major step forward for the team at Exaxe and their suite of cloud-based products. I'm looking forward to
see how the assets evolve and perform in new client deals".
About Majesco
Insurance business transformation is a journey of change and
revitalization, a renaissance of Insurance. Approximately 160 insurance companies worldwide in P&C, Life & Annuities and
Group/ Employee Benefits are transforming their businesses with Majesco's solutions. Our market leading software, consulting
and services uniquely underpin the entire insurance value chain and are designed to empower insurers with the agility, innovation
and speed needed to meet their transformation opportunities. Majesco's solutions include policy management, new business
/ underwriting, rating, billing, claims management, distribution management, BI/ analytics, predictive modeling, digital platform
with mobile and portal, testing services, cloud services, bureau and content services, transformation services, consulting services
and more. For more details on Majesco, please visit www.majesco.com.
About Exaxe
Exaxe is a leading provider of digital solutions to the life,
annuity and wealth management sectors. Established over 21 years ago, the company has established strong relationships with customers
in the UK and Ireland. Its innovative suite of solutions help life assurers to develop and implement digital strategies to meet
the challenges and opportunities presented by the shift from legacy systems to SaaS based digital platforms. Exaxe has been leading
the charge for this insurance based transformation in Europe and its solutions support the full policy lifecycle from the first
customer interaction right through to the payment of a claim. For more information on Exaxe, please visit www.exaxe.com.
Cautionary
Language Concerning Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management,
are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should,
therefore, be considered in light of various important factors, including those set forth in Majesco's reports that it files
from time to time with the Securities and Exchange Commission and which you should review, including those statements under "Item
1A - Risk Factors" in Majesco's Annual Report on Form 10-K for the fiscal year ended March 31, 2018 filed with
the SEC on June 22, 2018.
Important factors
that could cause actual results to differ materially from those described in forward-looking statements contained in this press
release include, but are not limited to: integration risks; changes in economic conditions, political conditions, trade
protection measures, licensing requirements and tax matters; technology development risks; intellectual property rights risks;
competition risks; additional scrutiny and increased expenses as a result of being a public company; the financial condition, financing
requirements, prospects and cash flow of Majesco; loss of strategic relationships; changes in laws or regulations affecting the
insurance industry in particular; restrictions on immigration; the ability and cost of retaining and recruiting key personnel;
the ability to attract new clients and retain them and the risk of loss of large customers; continued compliance with evolving
laws; customer data and cybersecurity risk; and Majesco's ability to raise capital to fund future growth.
These forward-looking statements should
not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or
reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy
may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that we
will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this presentation. Majesco disclaims any obligation to publicly
update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise,
after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.
Media Contacts
Majesco
Tara Dilzer Alexander
Director, Marketing Communications and Creative Services
Phone: +1-718-916-6873
Email: tara.dilzeralexander@majesco.com

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Adam Elster

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Jamie Macgregor

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Majesco

text: Dilzer Alexander


dataset: buster

text:
EX-99.6
7
exh996.htm
PRESS RELEASE DATED JANUARY 13, 2010.
exh996.htm
Exhibit 99.6
FOR IMMEDIATE RELEASE
Medical Care Technologies Inc. Secures Financing
LONDON, ENGLAND - January 13, 2010 - Medical Care Technologies Inc. (OTCBB: MDCE) announces that it has completed a non-brokered private placement of 500,000 units at a price of US$0.20 per unit for total proceeds of US$100,000.
Each unit purchased is of one share of common stock, and one Series A Warrant. Each Series A Warrant is convertible into one share of common stock upon payment of $0.15 each. Each Series A Warrant is non-transferable. The Series A Warrants are exercisable for a period of 24 months from January 15, 2010.
"The funds raised from this placement shall be used for MDCE's first Telehealth Care Center which will act as our flagship clinic in China, that will educate and treat patients via the Tele-Health™
Suite", states Ning Wu, President of MDCE.
The units were sold pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933 in that the transaction took place outside the United States of America and the purchaser was a non-US person as defined in Regulation S. The securities that comprise the units are "restricted securities" as that
term is defined in Rule 144 of the Securities Act of 1933.
About Medical Care Technologies Inc.
Medical Care Technologies Inc. (
www.medicaretech.com
) is traded under the symbol MDCE on the OTCBB and is based in London, England. The Company is in the process of moving its portfolio of oil resources into medical care technologies. The products/services
that the company hopes to acquire are intended will constitute a healthcare delivery and wellness site; dedicated to helping Asian consumers live healthier, more balanced lives. MDCE is planning to provide advanced connectivity, internationally standardized and secure business, technology and information systems to assist the Asian health industry - physicians, pharmacists, medical institutions, consumers - access medical resources, health services, education, wellness and pharmaceutical products
throughout Asia. MDCE is planning to distribute and provide services at a diverse range of industry-leading product lines in three segments: Medical Devices, Pharmaceuticals and Nutriceuticals. Further information on the Company can be found at
www.sec.gov
and the company's website at
www.medicaretech.com
Safe Harbor Statement
All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: MDCE's products, services, capabilities, performance, opportunities, development and business outlook, guidance on our future financial
results and other projections or measures of our future performance; the amount and timing of the benefits expected from strategic initiatives and acquisitions or from deployment of new or updated technologies, products, services or applications; and other potential sources of additional revenue. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking
statements. These risks and uncertainties include those relating to: lack of operating history, transitioning from a development company to an operating company, difficulties in distinguishing MDCE's products and services, ability to deploy MDCE's services and products, market acceptance of our products and services; operational difficulties relating to combining acquired companies and businesses; our ability to form and maintain mutually beneficial relationships with customers and strategic partners;
changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and healthcare and pharmaceutical industries, and our ability to attract and retain qualified personnel. Other risks and uncertainties may include, but are not limited to: lack of or delay in market acceptance and fluctuations in customer demand, dependence on a limited number of significant customers, reliance on third party vendors and strategic partners, ability to meet future
capital requirements on acceptable terms, continuing uncertainty in the global economy, and compliance with federal and state regulatory requirement. Further information about these matters can be found in our Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements. There can be no assurance that the acquisition of GUC's assets will close. MDCE must issue 57,300,000 shares of its common stock to
GUC, or GUC's designees in order to close the acquisition. Accounting for the anticipates cancelation of 57,300,000 shares by Patricia Traczykowski, MDCE will have 98,900,000 shares of it common stock issued and outstanding upon the closing of the acquisition.
For Further Information:
Ezra Smith
C. Jones Consulting, Inc.
Tel: (727) 771-9500
Fax: (727) 771-9545
Email:
cjones@cjonesconsulting.com
Web:
www.cjonesconsulting.com

label: organization

text: Medical Care Technologies Inc.

text: Medical Care Technologies Inc.

label: person

text: Ning Wu

text: Medical Care Technologies Inc.

text: Medical Care Technologies Inc.

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
e00272_ex99-1.htm
ACRE Realty Investors Inc. Announces Closing
of Sale Contract of Northridge Land in Fulton County, Georgia
NEW YORK, July 1, 2015 / PRNewswire/ - ACRE
Realty Investors Inc. (NYSE MKT: AIII) (the "Company") announces that, on June 30, 2015, it closed the previously announced
sale of its Northridge land parcel for a sale price of $5,500,000.
On April 2, 2015, the Company filed a Current Report
on Form 8-K to report that, through a wholly owned subsidiary, the Company entered into a sale contract with Vista Acquisitions,
LLC, a Georgia limited liability company ("Vista"), pursuant to which the Company agreed to sell, and Vista agreed
to purchase, the Northridge land parcel, consisting of approximately 12.965 acres of real property located in Land Lots 25 and
26 of the 17th District, and in Land Lots 385 and 386 of the 19th District, Fulton County, Georgia (the "Northridge Land").
The Northridge Land was one of the four legacy properties
that was acquired prior to the recapitalization transaction with A-III Investment Partners LLC. As described in our most recent
Quarterly Report on Form 10-Q, the Company is in the process of selling its legacy properties.
The above description of the closing and related
matters is only a summary, and you are encouraged to read the Company's Current Report on Form 8-K, which the Company intends
to file shortly after this press release is issued and which will be available free of charge at the SEC's website at www.sec.gov.
Additional information about the Company, including
links to SEC filings, is available on the Company's website at www.acrerealtyinvestors.com. In addition, you may contact
the Company at 212-878-3504.
Source: ACRE Realty Investors Inc.

text: ACRE Realty Investors Inc.

text:
ACRE
Realty Investors Inc.

text:
Vista Acquisitions,
LLC

text: Vista

text: Vista

text: ACRE Realty Investors Inc.


text:
EX-99.1
5
centerspaceannouncesclosin.htm
EX-99.1
Document
FOR IMMEDIATE RELEASE Contact Information
Emily Miller, Investor Relations
Phone: (701) 837-7104
E-mail: IR@centerspacehomes.com
CENTERSPACE CLOSES ON MINNESOTA PORTFOLIO ACQUISITION
MINNEAPOLIS, MN, September 2, 2021 - Centerspace (NYSE: CSR) announced today that it has closed on its strategic portfolio acquisition in Minneapolis and St. Cloud, Minnesota for an aggregate purchase price of $323.8 million. The portfolio is comprised of 14 communities in Minneapolis, Minnesota and three communities in St. Cloud, Minnesota. The acquisition will add 2,696 apartment homes to the Centerspace portfolio.
In connection with this transaction, the Company issued $181.4 million of Convertible Preferred Operating Partnership units. The Convertible Preferred Operating Partnership units pay a 3.875% dividend rate and are convertible into common units at an exchange rate of 1.2048 common units per Convertible Preferred Operating Partnership unit representing a conversion price of $83.00 per unit. The acquired assets are subject to $126.5 million in mortgage liabilities of which $20.0 million was assumed at a rate of 4.31% with the remaining $106.5 million refinanced through a $198.9 million Fannie Mae Credit Facility. The Fannie Mae Credit Facility includes tranches in 7, 10 and 12-year increments with a weighted average interest rate of 2.78%. The additional proceeds from the refinancing will be used by the Company to reduce the outstanding balance under its bank credit facility. As part of the transaction consideration, the Company will provide tax protection to the holders of the Convertible Preferred Operating Partnership units for seven years.
Additionally, the Company plans to invest approximately $40 million to reposition the communities over the next 24-36 months.
"We are very excited to close this transaction and add 2,696 homes and 118 new team members to our portfolio. This acquisition allows us to double our footprint in Minneapolis, a market where we have seen consistently strong performance, while increasing our scale of operations", said Mark O. Decker Jr., President and CEO. "We are thankful to all the team members who have gotten us to closing and we are excited to welcome these communities and team members to our platform".
About Centerspace
Centerspace is an owner and operator of apartment communities committed to providing great homes by focusing on integrity and serving others. Founded in 1970, the company currently owns 79 apartment communities consisting of 14,275 homes located in Colorado, Minnesota, Montana, Nebraska, North Dakota, and South Dakota. Centerspace was named a Top Workplace for 2021 by the Minneapolis Star Tribune. For more information, please visit www.centerspacehomes.com.
###
If you would like more information about this topic, please contact Emily Miller, Investor Relations, at (701) 837-7104 or IR@centerspacehomes.com.

text: CENTERSPACE

text: Centerspace

text: Centerspace

text: Centerspace

text: Centerspace

text: Centerspace


text:
EX-99.2
8
rekr_e992.htm
PRESS RELEASE ISSUED ON JULY 1, 2020
rekr_e992
Exhibit 99.2
Rekor Systems Announces Agreement on Note Exchange
Company to improve liquidity and financial stability
Columbia, Md., July 1, 2020 -- Rekor Systems, Inc. (REKR) ("Rekor"),
a Maryland-based company providing real-time roadway intelligence
through AI-driven decisions, announced today that it has reached an
agreement on a consensual balance-sheet restructuring with its
lenders involving a debt-for-equity swap and other loan
modifications. The transaction will have an immediate impact on the
Rekor's balance sheet by extending the maturity and
significantly reducing the amount of the Company's
outstanding promissory notes.
In March 2019, investors loaned Rekor $20,000,000 in exchange for
senior secured promissory notes (the "Notes") and
warrants.
A portion of the Notes were previously redeemed.
In an agreement reached yesterday note
holders have agreed to a redemption of
approximately 75% of the remaining principal balance of the Notes
as of June 30, 2020. Upon closing of the transaction, approximately
$14.6 million aggregate principal amount of the Notes, including
accreted interest plus certain fees payable pursuant to the terms
of the Notes, will be redeemed in exchange for common stock at a
rate of $4 per share. The noteholders have also agreed that the
maturity of the $4.9 million remaining balance of the Notes will be
extended until December 31, 2021.
"The agreement to this refinancing is an important milestone
for the Company and is a critical next step in our journey,"
said Robert A. Berman, CEO, Rekor. "The new capital structure
will give us the flexibility to invest in continued growth,
immediately expand our go-to-market strategy and generate greater
free cash flow going forward at all points in our business
cycle."
The holders of the remaining Notes have also agreed to modify
certain covenants in the Notes, which will allow the Company to use
proceeds from its recently completed corporate restructuring for
working capital purposes. Rekor has completed the previously
announced restructuring by selling its remaining non-core
subsidiary.
"This note exchange will be a giant step forward. It will
immediately improve the Company's liquidity and financial
stability. The covenant modifications will allow proceeds from the
sale of our non-core subsidiary to be immediately directed to the
rapid expansion of our high margin technology
segment." said
Eyal Hen, CFO Rekor. "The Company will also realize positive
stockholder's equity and achieve a significant reduction in
interest cost, which will further contribute to shareholder
value."
Closing of the Note exchange, and amendment of the remaining Notes,
remains subject to satisfaction of customary closing conditions,
including approval for the listing of the exchange shares by
Nasdaq.
About Rekor Systems, Inc.
Rekor
(Nasdaq:REKR) is a Maryland-based company providing real-time
roadway intelligence through AI-driven decisions. Rekor bridges
commercial and government sectors with actionable, real-time
vehicle recognition data to enable informed decisions faster, and
with greater outcomes. Rekor is transforming industries like Public
Safety, Customer Experience, and Smart Cities in more than 70
countries across the globe with smarter, quicker, cost-competitive
vehicle recognition solutions for security, revenue discovery and
recovery, public safety, electronic toll collection, brand loyalty,
parking operations, logistics, and traffic management. We use the
power of artificial intelligence to analyze video streams and
transform them into AI-driven decisions by our clients. Our machine
learning software can turn most IP cameras into highly accurate and
affordable vehicle recognition devices used to help protect lives,
increase brand loyalty, and enhance operations and logistics,
without the need to install expensive new infrastructure. We make
what was once considered impossible, possible. To learn more please
visit our website:
https://rekor.ai
.
Forward-Looking Statements
This press release includes statements concerning Rekor Systems,
Inc. and its future expectations, plans and prospects that
constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including
statements regarding the closing of the Note exchange and the
amendment of the remaining Notes. Such forward-looking statements
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. For this purpose, any
statements that are not statements of historical fact may be deemed
to be forward-looking statements. In some cases, you can identify
forward-looking statements by terms such as "may", "should,"
"expects", "plans", "anticipates", "could", "intends", "target,"
"projects", "contemplates", "believes", "estimates", "predicts,"
"potential", or "continue", by the negative of these terms or by
other similar expressions. You are cautioned that such statements
are subject to many risks and uncertainties that could cause future
circumstances, events, or results to differ materially from those
projected in the forward-looking statements, including the risks
that actual circumstances, events or results may differ materially
from those projected in the forward-looking statements,
particularly as a result of various risks and other factors
identified in our filings with the Securities and Exchange
Commission. All forward-looking statements contained in this press
release speak only as of the date on which they were made and are
based on management's assumptions and estimates as of such date. We
do not undertake any obligation to publicly update any
forward-looking statements, whether as a result of the receipt of
new information, the occurrence of future events, or
otherwise.
Media Contact:
Emily Burdeshaw
REQ For Rekor Systems
rekor@req.co
Investor Contact:
Charles Degliomini
Rekor Systems, Inc.
ir@rekor.ai

text: Rekor Systems

text: Rekor Systems, Inc.

text: Robert A. Berman

text: Eyal Hen

text: Rekor Systems, Inc.

text:
Rekor Systems,
Inc.

text: Rekor Systems

text: Rekor Systems, Inc.


text:
EX-99.1
3
a18-40189_1ex99d1.htm
EX-99.1
Exhibit 99.1
PRESS RELEASE
Cabot Microelectronics Corporation Completes Acquisition of KMG Chemicals
·
Significantly expands capabilities across consumables-based electronic materials, and adds high quality, growth-oriented performance materials products
·
KMG Electronic Chemicals business complements existing CMP product offerings and increases customer touchpoints with the world's leading semiconductor manufacturers
·
Acquired Performance Materials business provides exposure to new end-markets with attractive growth and profitability characteristics
·
Targets to achieve $25 million of estimated annual cost synergies within the first two years
Aurora, IL., November 15, 2018 - Cabot Microelectronics Corporation (Nasdaq: CCMP), today announced that it has completed its previously announced acquisition of KMG Chemicals, Inc. As a result of the acquisition, KMG has become a wholly owned subsidiary of Cabot Microelectronics. Under the terms of the definitive agreement, each share of KMG common stock was converted into the right to receive $55.65 in cash and 0.2000 of a share of Cabot Microelectronics common stock, without interest and with cash paid in lieu of any fractional shares.
The acquisition will extend and strengthen Cabot Microelectronics' position as one of the leading suppliers of consumable materials to the semiconductor industry. Additionally, the combined company will be a leading global provider of performance products and services for improving pipeline operations and optimizing throughput. The transaction is expected to be significantly accretive to Cabot Microelectronics' free cash flow and adjusted earnings per share in year one, excluding any acquisition-related costs.
"I am pleased to announce that we have completed the KMG transaction. We welcome KMG's employees to our team and look forward to our journey together towards becoming the premier global provider of semiconductor and specialty materials. We believe that our employees, customers and shareholders will benefit from this transaction as we become a stronger company, focused on providing high-performing and innovative solutions to our customers", said David Li, President and CEO of Cabot Microelectronics. "KMG's
industry-leading electronic materials business will expand our CMP product offerings with high-purity solutions used throughout the semiconductor manufacturing process. We are also excited about the addition of KMG's performance materials businesses to our portfolio which will allow us to expand our participation into new markets including the attractive, high-growth pipeline performance segment".
In connection with the acquisition, Cabot Microelectronics borrowed $1.065 billion under a new senior secured term loan facility, the proceeds of which were used to finance in part the cash portion of the merger consideration, to repay KMG's existing indebtedness and to pay fees and expenses related to the acquisition. Cabot Microelectronics issued approximately 3.2 million shares of common stock to holders of KMG common stock for the stock portion of the merger consideration.
ABOUT CABOT MICROELECTRONICS CORPORATION
Cabot Microelectronics Corporation, headquartered in Aurora, Illinois, is the world's leading supplier of consumable materials to semiconductor manufacturers and pipeline operators. The company's products play a critical role in the production of advanced semiconductor devices, helping to enable the manufacture of smaller, faster and more complex devices by its customers. Cabot Microelectronics Corporation is also a leading supplier of performance materials to pipeline operators and industrial wood preservation industry. The company's mission is to create value by delivering high-performing and innovative solutions that solve its customers' challenges. The company has approximately 1,900 employees globally. For more information about Cabot Microelectronics Corporation, visit www.cabotcmp.com or contact Colleen Mumford, Director of Investor Relations, at 630-499-2600.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements, which address a variety of subjects including, for example, the expected benefits of the acquisition of KMG by Cabot Microelectronics. Statements that are not historical facts, including statements about Cabot Microelectronics' beliefs, plans and expectations, are forward-looking statements. Such statements are based on current expectations of Cabot Microelectronics'
management and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements.
The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: higher than expected or unexpected costs associated with or relating to the acquisition; the risk that expected benefits, synergies and growth prospects of the acquisition may not be achieved in a timely manner or at all; the ability to successfully integrate KMG's business with Cabot Microelectronics; the risk that Cabot Microelectronics will be unable to retain and hire key personnel; and the risk that disruption from the acquisition may adversely affect Cabot Microelectronics' business and its relationships with customers, suppliers, distributors or employees. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to both Cabot Microelectronics' and KMG's filings with the Securities and Exchange Commission ("SEC"), including the risk factors contained in each of Cabot Microelectronics' and KMG's most recent Annual Reports on Form 10-K and the registration statement on Form S-4 filed by Cabot Microelectronics with respect to the shares of Cabot Microelectronics issued in connection with the acquisition. Forward-looking statements represent management's current expectations and are inherently uncertain. Except as required by law, Cabot Microelectronics undertakes no obligation to update forward-looking statements made by it to reflect new information, subsequent events or circumstances.
Contact:
Colleen Mumford
Director of Investor Relations
Cabot Microelectronics Corporation
(630) 499-2600

text: Cabot Microelectronics Corporation

text: KMG Chemicals

text: KMG

text: Cabot Microelectronics Corporation

text: KMG Chemicals, Inc.

text: KMG

text: Cabot Microelectronics

text: KMG

text: Cabot Microelectronics

text: Cabot Microelectronics

text: Cabot Microelectronics

text: KMG

text: KMG

text: David Li

text: Cabot Microelectronics

text: KMG

text: KMG

text: Cabot Microelectronics

text: KMG

text: Cabot Microelectronics

text: KMG

text: CABOT MICROELECTRONICS CORPORATION

text: Cabot Microelectronics Corporation

text: Cabot Microelectronics Corporation

text: Cabot Microelectronics Corporation

text: Colleen Mumford

text: KMG

text: Cabot Microelectronics

text: Cabot Microelectronics

text: Cabot Microelectronics

text: KMG

text: Cabot Microelectronics

text: Cabot Microelectronics

text: Cabot Microelectronics

text: Cabot Microelectronics

text: KMG

text: Cabot Microelectronics

text: KMG

text: Cabot Microelectronics

text: Cabot Microelectronics

text: Cabot Microelectronics

text: Colleen Mumford

text: Cabot Microelectronics Corporation


text:
EX-99.2
8
dakota144479_ex99-2.htm
PRESENTATION DATED DECEMBER 8, 2014
Exhibit 99.2
WWW. DAKOTAPLAINS. COM NYSE MKT: DAKP B UYOUT OF J OINT V ENTURES T O C ONTROL O UR F UTURE D ECEMBER 8, 2014
F ORWARD L OOKING S TATEMENTS Statements made by representatives of Dakota Plains Holdings, Inc. ("Dakota Plains" or the "Company") during the course of this presentation that are not historical facts, are forward - looking statements. These statements are based on certain assumptions and expectations made by the Company which reflect management's experience, estimates and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or anticipated in the forward - looking statements. These include risks relating to global economics or politics, our ability to obtain additional capital needed to implement our business plan, minimal operating history, loss of key personnel, lack of business diversification, reliance on strategic, third - party relationships, financial performance and results, prices and demand for oil, our ability to make acquisitions on economically acceptable terms, and other factors described from time to time in the Company's periodic reports filed with the SEC that could cause actual results to differ materially from those anticipated or implied in the forward - looking statements. Dakota Plains undertakes no obligation to publicly update any forward - looking statements, whether as a result of new information or future events. 2
Transforming the Business Acquired partner's 50% share of oil transloading JV, 50% share of sand transloading JV, and 50% share of oil marketing JV Secured indemnity for third party claims related to Lac Megantic Refinanced existing debt Divested 50% share of trucking JV Own 100% of the business, Pioneer Terminal and land Terminates under - performing JVs Removes direct commodity risk Mitigates Lac Megantic exposure Reduces cost of debt Refocuses business on fee - based, term contracts Frac Sand Logistics Crude Oil Storage & Logistics Our current Fee - based Services: 3 Inbound Outbound
Transaction Details» Signed Definitive Agreement and closed on December 8, 2014» Acquisition of: - 50% share of DPTS (oil transloading) - 50% share DPTS Sand (sand transloading) - 50% share of DPTS Marketing (oil marketing)» Total consideration: - Payment of $43m cash - Future contingent payments at $0.225 per barrel on up to 80,000 bpd through 2026 (remainder of former JV term)» Funded with $57.5m credit facility provided by SunTrust Bank» Refinanced $7.7 m in Senior Unsecured Promissory Notes and $6.4m in debt related to the construction of the Pioneer Terminal» Indemnification agreement mitigates DAKP's contingent liability for Lac Megantic incident» Received $8.9m in cash distribution from the JVs» Former JV partner becomes a tenant at Pioneer Terminal with 15k bpd throughput contract» Retained rail car fleet. 4
Corporate Structure 5 Dakota Plains Holdings, Inc. 100% Dakota Plains Marketing, LLC 100% DPTS Marketing, LLC Dakota Plains Transloading, LLC 100% 100% Dakota Petroleum Transport Solutions, LLC Dakota Plains Sand, LLC 100% 100% DPTS Sand, LLC
Going Forward x Business and ownership structure is greatly simplified x Results in 100% ownership of Pioneer Terminal for outbound crude oil storage & logistics and inbound frac sand logistics, with rail - car fleet as enabler x Contingent liability exposure to Lac Megantic is effectively mitigated x Direct commodity trading risk is eliminated x Refinancing significantly reduces our weighted average cost of debt x DAKP management focused on increasing the throughput at Pioneer via long - term, fee - based contracts, and on completing the construction of our storage tank expansion. 6

text: Dakota Plains Holdings, Inc.

text: DPTS

text: DPTS Sand

text: DPTS Marketing

text: SunTrust Bank

text: Dakota Plains Holdings, Inc.

text: DPTS Marketing

text: DPTS Sand


text:
EX-99.1
3
exhibit99110118.htm
EXHIBIT 99.1
Exhibit 99.1
Contact: Michael R. Sand,
President & CEO
Dean J. Brydon, CFO
(360) 533-4747
www.timberlandbank.com
Timberland Bancorp, Inc. Announces Completion of Acquisition of South Sound Bank
Hoquiam, WA - October 1, 2018, Timberland Bancorp, Inc. (NASDAQ:TSBK) ("Timberland") the parent company of Timberland Bank, announced that it completed, effective October 1, 2018, the acquisition of South Sound Bank. Timberland, Timberland Bank and South Sound Bank entered into the merger agreement in connection with the transaction on May 22, 2018.
Under the terms of the Agreement, South Sound Bank shareholders will receive 904,826 shares of Timberland common stock and $6.9 million in cash (fixed per share consideration of (i) 0.7460 of a share of Timberland common stock and (ii) $5.68825 in cash). Cash will be paid in lieu of any fractional shares. South Sound Bank had $181.9 million in assets, $122.6 million in loans and $155.2 million in deposits at June 30, 2018.
Michael R. Sand, President and Chief Executive Officer of Timberland and Timberland Bank, said, "We are pleased to welcome the customers and employees of South Sound Bank to the Timberland family. We look forward to deepening existing customer relationships with the enhanced and additional services offered by Timberland Bank".
"We are pleased to welcome Daniel D. Yerrington to the Boards of Directors of Timberland and Timberland Bank", said Jon C. Parker, Chairman of the Boards. "Dan was a founding member of South Sound Bank, served as its President and CEO and has extensive leadership and banking experience. He is also actively involved in community activities in Thurston County".
About Timberland Bancorp, Inc.
Timberland Bancorp, Inc., a Washington corporation, is the holding company for Timberland Bank. Timberland Bank opened for business in 1915 and serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 24 branches (including its main office in Hoquiam).
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as "may", "expected", "anticipate", "continue", or other comparable words. In addition, all statements other than statements of historical facts that address activities that Heritage expects or anticipates will or may occur in the future are forward-
looking statements. Readers are encouraged to read the Securities and Exchange Commission reports of Timberland, particularly the Form S-4 and its Form 10-K for the year ended September 30, 2017, for meaningful cautionary language discussing why actual results may vary materially from those anticipated by management. Specific risks in this press release include among other things: the expected cost savings, synergies and other financial benefits from the acquisition of South Sound Bank might not be realized within the expected time frames or at all, and costs or difficulties relating to integration matters might be greater than expected.

text: Michael R. Sand

text: Dean J. Brydon

text: Timberland Bancorp, Inc.

text: South Sound Bank

text: Timberland Bancorp, Inc.

text: Timberland

text: Timberland

text: South Sound Bank

text: Timberland

text: Timberland

text: South Sound Bank

text: South Sound Bank

text: Timberland

text: Timberland

text: South Sound Bank

text: Michael R. Sand

text: Timberland

text: Timberland

text: South Sound Bank

text: Timberland

text: Timberland

text: Timberland

text: Timberland

text: Jon C. Parker

text: South Sound Bank

text: Timberland Bancorp, Inc.

text: Timberland Bancorp, Inc.

text: Timberland

text: Timberland

text: Timberland

text: South Sound Bank


text:
EX-99.1
2
pr9418.htm
PRESS RELEASE DATED SEPTEMBER 4, 2018
Exhibit
Return to Form 8-K
Exhibit 99.1
WELLCARE COMPLETES ACQUISITION OF MERIDIAN
TAMPA, Fla. (Sep. 4, 2018) - WellCare Health Plans, Inc. (NYSE: WCG) ("WellCare") announced today that, effective September 1, 2018, it completed its acquisition of Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and MeridianRx, a pharmacy benefit manager (PBM) (collectively, "Meridian") following the receipt of all required regulatory approvals. With the closing of the acquisition, Meridian is now a wholly-owned subsidiary of WellCare.
"We are excited to complete our acquisition of Meridian", said Ken Burdick, WellCare's CEO. "This transaction grows and diversifies our Medicaid membership by nearly 40 percent, increases our Medicare Advantage presence in new markets, adds a proprietary PBM platform, and enhances WellCare's integrated dual-eligible and Marketplace capabilities, positioning us for further growth within government-sponsored programs".
"WellCare and Meridian have a shared commitment to quality - with Meridian maintaining high quality and accredited Medicaid plans in both Michigan and Illinois. We look forward to leveraging best practices across the entire company in order to improve quality for all of our members", continued Burdick. "We also want to welcome Meridian associates, members, agents, and providers to WellCare".
The transaction is expected to produce $0.40 to $0.50 of accretion to WellCare's adjusted earnings per share in 2019, $0.70 to $0.80 of accretion in 2020, and $1.00+ of accretion in 2021, inclusive of $30 million to $40 million in synergies that will ramp up over the next few years and exclusive of one-time transaction-related expenses of $75 million to $85 million and cumulative integration-related expenses of $50 million to $60 million.
Meridian was one of the largest privately-held, for-profit managed care organizations in the U.S. and served approximately 1.1 million Medicaid, Medicare Advantage (MA), integrated dual-eligible and Health Insurance Marketplace members as of June 30, 2018 in Michigan, Illinois, Indiana and Ohio. Meridian dedicated more than 20 years to providing compassionate and quality care to its members as demonstrated by achieving high quality ratings from the widely respected National Committee for Quality Assurance (NCQA) for its Medicaid health plans in Michigan and Illinois.
About WellCare Health Plans, Inc.
Headquartered in Tampa, Fla., WellCare Health Plans, Inc. (NYSE: WCG) focuses exclusively on providing government-sponsored managed care services, primarily through Medicaid, Medicare
1
Advantage and Medicare Prescription Drug Plans, to families, children, seniors and individuals with complex medical needs. The Company served approximately 4.4 million members nationwide as of June 30, 2018. For more information about WellCare, please visit the Company's website at www.wellcare.com.
Basis of Presentation
In addition to results determined under GAAP, WellCare provides certain non-GAAP financial measures that management believes are useful in assessing the company's performance. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
Earnings per share have been adjusted for the effect of certain expenses, and as appropriate, the related tax effect, related to previously disclosed government investigations and related litigation and resolution costs ("investigation costs"); amortization expense associated with acquisitions ("acquisition-related amortization expenses"); and certain one-time transaction and integration costs related to the acquisition of Universal American and Meridian ("transaction and integration costs").
Although the excluded items may recur, WellCare believes that by providing non-GAAP measures exclusive of these items, it facilitates period-over-period comparisons and provides additional clarity about events and trends affecting its core operating performance, as well as providing comparability to competitor results. The investigation costs are related to a discrete incident which management does not expect to reoccur. WellCare has adjusted for acquisition-related amortization expenses as these transactions do not directly relate to the servicing of products for our customers and are not directly related to the core performance of its business operations. The transaction and integrations costs are related to a specific 2017 and 2018 events, which do not reflect the underlying ongoing performance of the business.
The company is not able to project at the time of this news release the amount of expenses associated with investigation costs, the timing of transaction and integration costs and, therefore, cannot reconcile projected non-GAAP measures affected by these items to projected GAAP measures.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains "forward-looking" statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", "will", and similar expressions are forward-looking statements. For example, statements regarding the company's financial outlook and financial impact of the transaction contain forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause WellCare's actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to achieve
2
expected synergies within the expected time frames or at all, the ability to achieve accretion to WellCare's earnings, revenues or other benefits expected, disruption to business relationships, operating results, and business generally of WellCare and/or Meridian and the ability to retain Meridian employees, WellCare's progress on top priorities such as improving health care quality and access, ensuring a competitive cost position, and delivering prudent, profitable growth, WellCare's ability to effectively estimate and manage growth, WellCare's ability to effectively execute and integrate acquisitions, potential reductions in Medicaid and Medicare revenue, WellCare's ability to estimate and manage medical benefits expense effectively, including through its vendors, its ability to negotiate actuarially sound rates, especially in new programs with limited experience, the appropriation and payment by state governments of Medicaid premiums receivable, the outcome of any protests and litigation related to Medicaid awards, the approval of Medicaid contracts by CMS, any changes to the programs or contracts, WellCare's ability to address operational challenges related to new business, and WellCare's ability to meet the requirements of readiness reviews. Given the risks and uncertainties inherent in forward-looking statements, any of WellCare's forward-looking statements could be incorrect and investors are cautioned not to place undue reliance on any of our forward-looking statements.
Additional information concerning these and other important risks and uncertainties can be found in the company's filings with the U.S. Securities and Exchange Commission, included under the captions "Forward-Looking Statements" and "Risk Factors" in the company's Annual Report on Form 10-K for the year ended December 31, 2017, and in the company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, which contain discussions of WellCare's business and the various factors that may affect it. Subsequent events and developments may cause actual results to differ, perhaps materially, from WellCare's forward-looking statements. WellCare's forward-looking statements speak only as of the date on which the statements are made. WellCare undertakes no duty, and expressly disclaims any obligation, to update these forward-looking statements to reflect any future events, developments or otherwise.
CONTACTS:
Investors
Media
Beau Garverick
813-206-2329
beau.garverick@wellcare.com
Chris Curran
813-206-5428
chris.curran@wellcare.com
Matt Humphries
813-206-6096
matt.humphries@wellcare.com
3

text: WELLCARE

text: MERIDIAN

text: WellCare Health Plans, Inc.

text: WellCare

text: Meridian

text: Meridian

text: Meridian

text: Meridian

text: WellCare

text: Meridian

text: WellCare

text: WellCare

text: WellCare

text: Meridian

text: Meridian

text: Meridian

text: WellCare

text: WellCare

text: Meridian

text: Meridian

text: WellCare Health Plans, Inc.

text: WellCare Health Plans, Inc.

text: WellCare

text: WellCare

text: Meridian

text: WellCare

text: WellCare

text: WellCare

text: WellCare

text: WellCare

text: Meridian

text: Meridian

text: WellCare

text: WellCare

text: WellCare

text: WellCare

text: WellCare

text: WellCare

text: WellCare

text: WellCare

text: WellCare

text: WellCare

text: WellCare


text:
EX-99.1
2
a05-4459_1ex99d1.htm
EX-99.1
EXHIBIT
99.1
iStar
Financial Inc.
1114
Avenue of the Americas
New
York, NY 10036
News Release
(212)
930-9400
COMPANY CONTACTS
NYSE: SFI
Catherine D. Rice
Andrew C. Richardson
Andrew G. Backman
Chief Financial Officer
Executive Vice President - Capital Markets
Vice President - Investor Relations
iStar Financial Completes
Falcon Financial Investment Trust
Acquisition
NEW YORK - March 3, 2005
- iStar Financial Inc. (NYSE: SFI), the
leading publicly traded finance company focused on the commercial real estate
industry, today announced the completion of its acquisition of Falcon Financial
Investment Trust ("Falcon"). Falcon became a wholly-owned subsidiary of iStar
Financial effective upon the filing of the Articles of Merger with the State
Department of Assessments and Taxation of Maryland in accordance with Title 8
of the Corporations and Associations Article of the Annotated Code of Maryland
and the Maryland Limited Liability Company Act, on March 3, 2005. As a result of
the acquisition, Falcon shares will no longer be listed on the Nasdaq National
Market. At the effective time of the acquisition, all common shares of
beneficial interest of Falcon not tendered in the earlier tender offer were
canceled and converted into the right to receive $7.50 net in cash, without
interest (subject to applicable withholding taxes), subject to the rights
shareholders by mail with information on how to receive payment for their
Falcon shares not tendered in the tender offer.
* * *
iStar Financial is the
leading publicly traded finance company focused on the commercial real estate
industry. The Company provides custom-tailored financing to high-end private
and corporate owners of real estate nationwide, including senior and junior
mortgage debt, senior and mezzanine corporate capital, and corporate net lease
financing. The Company, which is taxed as a real estate investment trust, seeks
to deliver a strong dividend and superior risk-adjusted returns on equity to
shareholders by providing the highest quality financing solutions to its
customers. Additional information on iStar Financial is available on the
Company's website at www.istarfinancial.com.

text:
iStar
Financial Inc.

text: Falcon Financial Investment Trust

override: organization

text: iStar Financial Inc.

text:
Falcon Financial
Investment Trust

text: iStar


text:
EX-99.1
3
exhibit99-1.htm
EXHIBIT 99.1
China Green Energy Industries, Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
Exhibit 99.1
For Immediate Release
Contact:
Crescendo Communications, LLC
David Waldman, Vivian Huo or Klea Theoharis
Tel: (212) 671-1020
E-mail:
cgre@crescendo
-
ir.com
China Green Energy Industries Acquires NICONIA Brand of Light-Weight Electric
Vehicles (LEV) and Sales Network of 350 Retail Stores
LEV business unit projected to achieve sales in excess of $45 million
with estimated gross margins of 25% in 2011
New York and Jiangsu, China - January 25, 2011 - China Green Energy Industries, Inc., (OTCBB: CGRE)
a leading manufacturer and distributor of high tech and environmentally friendly consumer products today announced it has acquired
the NICONIA LEV brand and retail sales network. The NICONIA brand is owned by Changzhou Benshen Bicycle Co., Ltd. ("Benshen", http://www.benshen.cn). Benshen is a leading manufacturer of light-weight electric vehicles with a sales
network of approximately 350 retail stores in China. The total purchase price for the NICONIA brand and retail sales network was approximately $3.0 million.
Mr. Jianliang Shi, Chairman and Chief Executive Officer commented, "We are very excited about the purchase of NICONIA, a quality brand in China with over 200,000 LEV sold annually, and projected sales of more than $45 million in 2011. We
entered the LEV market in 2008 and have experienced strong demand in this product category. LEV sales in China have grown at a 29% compound annual growth rate from 2005 - 2009 and our acquisition of NICONIA is a key milestone in enabling us to
accelerate growth in this segment. We expect to generate
attractive gross margins from the NICONIA branded LEVs of approximately 25%, while at the same time leveraging our current production capacity to achieve economies of scale".
Mr. Shi concluded, "This acquisition significantly alters our product mix, with revenue from LEV sales expected to comprise 54% of our overall revenue in 2011 versus 1% of our revenue in 2009. China is one of the largest consumers of LEVs in
the world and we look forward to becoming a recognized leader in this highly fragmented industry".
About China Green Energy Industries
China Green Energy Industries is a leading manufacturer and distributor of high tech and environmentally-friendly consumer products. The company has three main product lines: light weight electric vehicles (LEV), cryogen-free refrigerators, and
network/HDMI cables. It has well-established sales channels in China, with significant exports to Europe. China Green Energy Industries manufactures and distributes its own products under the brand name "Best", and also sells its product under
private label to leading OEMs and Fortune 500 companies such as Wal-Mart, Carrefour, Home Depot, Ford, Pepsi, Coca-Cola, Carlsberg, Disney, etc. Additional information about the company is available at:
www.chinagei.com
.
This press release may contain statements that constitute "forward looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.
The words "may", "will", "expect", "anticipate", "continue", "estimate", "project", "intend", and similar expressions are intended to identify
forward
-
looking statements. These statements appear in a number of places in this document and include statements regarding the intent, belief or expectation of the company, its directors or its officers with respect to events,
conditions, and financial trends that may affect future plans of operations, business strategy, operating results, and financial position. Forward
-
looking statements are not guarantees of future performance and are subject to risks and
uncertainties and that actual results may differ materially from those included within the forward
-
looking statements as a result of various factors. These risks and uncertainties include, but are not limited to, the factors mentioned
in the "Risk Factors" section of the company's Current Report on Form 8
-
K filed on June 11, 2010, and other risks mentioned in this press release or in our other reports filed with the Securities and Exchange
Commission (the "SEC") since the filing date of the Registration Statement. Although these forward
-
looking statements, and any assumptions upon which they are based, are made in good faith and reflect the company's current judgment regarding the direction of the business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by
law, the company undertakes no responsibility or obligation to update publicly these forward
-
looking statements, but may do so in the future in written or oral statements.
# # #

text: China Green Energy Industries, Inc.

text: China Green Energy Industries

text: China Green Energy Industries, Inc.

text: Changzhou Benshen Bicycle Co., Ltd.

text: Jianliang Shi

text: China Green Energy Industries

text: China Green Energy Industries

text: China Green Energy Industries


text:
EX-99.1
2
ex99-1pressreleasesept12005.txt
EXHIBIT 99.1 PRESS RELEASE
For Further Information: Exhibit 99.1
Big Dog Holdings, Inc.
121 Gray Avenue
Santa Barbara, California 93101
www.bigdogs.com
CONTACT:
Andrew Feshbach
(805) 963-8727
THE WALKING COMPANY COMPLETES FOOTWORKS ACQUISITION
Santa Barbara, CA, September 1, 2005: Big Dog Holdings, Inc.
(NASDAQ:BDOG; www.bigdogs.com, www.thewalkingcompany.com) today announced that
its subsidiary The Walking Company ("TWC") has completed the acquisition of
substantially all of the assets of Footworks, a division of the privately
held shoe retailer Bianca of Nevada, Inc.
The total purchase price was $10,094,750 which included the payment and issuance
of cash and notes by TWC and the Company pursuant to the definitive agreement.
The acquisition includes a chain of 7 retail stores selling comfort shoes and
accessories. Footworks' operations have historically focused on high-visibility
stores in Las Vegas, Nevada. TWC is the leading specialty retailer of
high-quality, technically designed comfort shoes and accessories. TWC intends to
convert the majority of the acquired stores into "The Walking Company" stores.
Big Dog Holdings, Inc. consists of Big Dogs and The Walking Company. Big Dogs
develops, markets and retails a branded, lifestyle collection of unique,
high-quality, popular-priced consumer products, including activewear, casual
sportswear, accessories and gifts. The BIG DOGS(R) brand image is one of
quality, value and fun. The BIG DOGS(R) brand is designed to appeal to people of
all ages and demographics, particularly baby boomers and their kids, big and
tall customers, and pet owners. In addition to its approximately 181 retail
stores, Big Dogs markets its products through its catalog, internet and
corporate sales accounts. The Walking Company is a leading independent specialty
retailer of high quality, technically designed comfort shoes and accessories
that features premium brands such as ECCO, Mephisto, Dansko, Birkenstock and
Merrell among many others. These products have particular appeal to one of the
largest and most rapidly growing demographics in the nation. The Walking Company
operates 77 stores in premium malls across the nation.
Statements contained herein that relate to the Company's future performance,
including the satisfaction of contingencies and closing of the acquisition, are
forward-looking statements within the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such statements are based on current
expectations only, and are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected. Other factors
affecting the Company's operations, markets, products, services and prices as
are set forth in its 2004 Annual Report on Form 10-K, including those described
under "Forward-Looking Statements and Risk Factors." The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

text: THE WALKING COMPANY

text: FOOTWORKS

text: The Walking Company

text: Footworks

text: Footworks

text: The Walking Company

text: The Walking Company

text: The Walking Company

text: The Walking Company


text:
EX-99.1
2
a14-11870_1ex99d1.htm
EX-99.1
Exhibit 99.1
April 30, 2014
KKR & Co. L.P. Completes Acquisition of KKR Financial Holdings LLC
NEW YORK & SAN FRANCISCO-(BUSINESS WIRE)- KKR & Co. L.P. (NYSE:KKR) and KKR Financial Holdings LLC (NYSE:KFN) today announced the completion of KKR's acquisition of KFN. Common shareholders of KFN, at a special meeting held earlier today, voted to adopt the merger agreement entered into on December 16, 2013, pursuant to which common shareholders of KFN will receive 0.51 common units of KKR for each common share of KFN.
The votes in favor of the merger constituted a majority of outstanding KFN common shares as of the record date of February 26, 2014, including a majority of outstanding KFN common shares held by record holders other than KKR and its affiliates. Approximately 98% of the KFN common shares represented at the special meeting voted in favor of approving the merger.
"Our balance sheet is one of our most strategic assets. Through the KFN acquisition, our book value increases to over $10 billion as of March 31, 2014, and our firm is better positioned than ever", said Henry R. Kravis and George R. Roberts, Co-Chairmen and Co-Chief Executive Officers of KKR. "In addition to adding scale and diversification, KFN's assets bring us greater balance sheet liquidity and yield, which will benefit our unitholders through both an increase in recurring distributions and more capital for growth".
KFN is a subsidiary of KKR following the completion of the merger. KFN's perpetual preferred shares and senior notes, which are listed on the NYSE, as well as its junior subordinated notes, remain outstanding securities of KFN.
About KKR
KKR is a leading global investment firm that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation at the asset level. KKR invests its own capital alongside its partners' capital and brings opportunities to others through its capital markets business. References to KKR's investments may include the activities of its sponsored funds. For additional information about KKR & Co. L.P. (NYSE: KKR), please visit KKR's website at www.kkr.com.
About KKR Financial Holdings LLC
KKR Financial Holdings LLC is a specialty finance company with expertise in a range of asset classes. KFN's core business strategy is to leverage the proprietary resources of its manager with the objective of generating both current income and capital appreciation. KFN executes its core business strategy through its majority owned subsidiaries. KFN is externally managed by KKR Financial Advisors LLC, a wholly-owned subsidiary of KKR Asset Management LLC, which is a wholly-owned subsidiary of Kohlberg Kravis Roberts & Co. L.P. Additional information regarding KFN is available at http://www.kkr.com.
KKR Investor Relations
Craig Larson
+1 (877) 610-4910 (U.S.) / +1 (212) 230-9410
investor-relations@kkr.com
or
Media Contact
Kristi Huller, +1 (212) 230-9722
kristi.huller@kkr.com
Source: KKR & Co. L.P.

label: fund

text: KKR & Co. L.P.

override: fund

text: KKR Financial Holdings LLC

text: KKR & Co. L.P.

text: KKR

text: KKR Financial Holdings LLC

text: KFN

text: KKR

review_confirmation: Agent row audit 0000-1259

text: KFN

text: KFN

text: KFN

text: KKR

text: KFN

text: KFN

text: KFN

text: KKR

text: KFN

text: KFN

text: KKR

text: KFN

text: KFN

text: KKR

text: KFN

text: KFN

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KFN

text: KFN

text: KFN

text: KKR Financial Advisors LLC

text: KKR

text: KFN

text: KKR

text: KKR


text:
EX-99.1
3
erf_8k-ex9901.htm
PRESS RELEASE
erf_8k-ex9901.htm
Exhibit 99.1
ERF Wireless to Receive $3 Million Cash in Non-Core Asset Sale
Proceeds to Be Utilized in Accelerating Growth of Oil and Gas Revenue Stream
LEAGUE CITY, TX--(Marketwire - 02/11/11) - ERF Wireless (OTC.BB:ERFW - News), a leading provider of enterprise-class wireless broadband products and services, announced today that it has entered into a Definitive Asset Purchase Agreement with KeyOn Communications Holdings Inc. (OTC.BB:KEYO - News) to sell two of its non-core WISP/wireless networks for a total consideration of $3 million in cash and 100,000 shares of KeyOn common stock. Additional details of the agreement were not announced. The two ERF Wireless networks being sold are the Central Texas network west of Austin and the smaller North Texas network in Granbury. The sale is expected to close within the next ten days.
Dr. H. Dean Cubley commented, "This sale of a limited portion of our non-core and non-oil and gas related networks provides ERF Wireless the opportunity to convert our investment in these assets and operations into cash at a time when we have tremendous potential for additional high-margin oil and gas revenue being presented to us on an almost daily basis. I believe that having the cash liquidity to quickly take advantage of these new opportunities is of the highest priority to ERF Wireless and its stockholders at this point in time. Any recurring WISP revenue that we forego with this sale will quickly be recovered by adding new oil and gas revenue in our Energy Broadband subsidiary at many times the operating margins".
John Nagel, CEO of Energy Broadband, commented, "Energy Broadband began a new direct marketing program promoting our wireless broadband services to the oil and gas industry last year in an effort to accelerate the growth of our customer base. That program has been successful and has attracted many new customers and created additional service opportunities. With the additional capital, we'll have the ability to take advantage of many of these opportunities and quickly expand our leadership in the delivery of terrestrial wireless broadband to the North American oil and gas industry. "For more information regarding Energy Broadband's full range of communication products and capabilities for the oil and gas industry as well as our current and projected areas of coverage, including the Eagle Ford Shale, potential customers should contact our sales staff at 888-770-7052. A new coverage map showing both existing and planned Energy Broadband wireless coverage in Texas, New Mexico, Oklahoma, Louisiana, Arkansas, Wyoming and Colorado may be accessed at
http://www.erfwireless.com/oil_gas_map_big.html
.
About ERF Wireless
ERF Wireless Inc. is a fully reporting public corporation located in League City, Texas, and is the parent company of Energy Broadband Inc., ERF Enterprise Network Services, ERF Bundled Wireless Services, ERF Wireless Messaging Services and ERF Network Services. The company specializes in providing wireless and broadband product and service solutions to enterprise, commercial and residential clients on a regional, national and international basis. Its principals have been in the wireless broadband, network integration, triple-play FTTH, IPTV and content delivery business for more than 40 years. For more information, please visit our websites at www.erfwireless.com and www.erfwireless.net or call 281-538-2101. (ERFWG)
About KeyOn Communications Holdings Inc.
KeyOn Communications Holdings Inc. (OTC.BB:KEYO - News) is one of the largest providers of wireless broadband, satellite and voice over Internet protocol (VoIP) services in the United States, primarily targeting underserved markets with populations generally less than 50,000. KeyOn offers broadband services with VoIP and satellite video services to both residential and business subscribers across 12 Western and Midwestern states. Through a combination of organic growth and acquisitions, KeyOn has expanded its network footprint to reach approximately 55,000 square miles and cover over 2,800,000 people, as well as small-to-medium businesses. With its successful track record of acquiring companies through its Rural UniFi initiative and growth of its overall subscriber base, KeyOn is one of the leading wireless broadband companies in the United States. Management intends to drive subscriber growth through additional acquisitions as well as organic growth across the company's expanding footprint by offering bundled services including broadband, video, VoIP and related valuable services such as the Bullseye Club. The company also intends to opportunistically build mobile and/or nomadic WiMAX networks in and around its market footprint. More information on K KeyOn can be found at http://www.keyon.com. Companies interested in participating in Rural UniFi can visit
www.keyon.com/ruralunifi.html
.
Forward-looking statements in this release regarding ERF Wireless Inc. and its wholly owned subsidiary Energy Broadband Inc. are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including, without limitation, continued acceptance of the company's products, increased levels of competition, new products and technological changes, the company's dependence upon third-party suppliers, intellectual property rights, and other risks detailed from time to time in the company's periodic reports filed with the Securities and Exchange Commission.
Contact:
ERF Wireless Inc.
Clareen O'Quinn
281-538-2101 ext. 113
coquinn@erfwireless.com

text: ERF Wireless

text: ERF Wireless

text: KeyOn Communications Holdings Inc.

text: ERF Wireless

text: H. Dean Cubley

text: ERF Wireless

text: ERF Wireless

text: John Nagel

text: ERF Wireless

text: ERF Wireless

text: ERF Wireless

text: KeyOn Communications Holdings Inc.

text: KeyOn Communications Holdings Inc.

text: ERF Wireless

text: ERF Wireless


text:
EX-99.2
5
d267879dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
Outerwall Inc. Announces Completion of Acquisition by Certain Funds Managed by Affiliates of
Apollo Global Management, LLC
BELLEVUE,
Wash.- September 27, 2016 - Outerwall Inc. ("Outerwall" or the "Company") (Nasdaq: OUTR) today announced the successful completion of its agreement to be acquired by affiliates of certain funds (the "Apollo
Funds") managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, "Apollo") (NYSE: APO) for $52.00 per share in cash.
Apollo and Outerwall also announced that the Company's segments will be managed and operated as three distinct businesses and named leadership for each
of those units. Galen C. Smith was named Chief Executive Officer of Redbox, and James H. Gaherity and David D. Maquera were promoted from serving as Presidents to Chief Executive Officers of the Coinstar and ecoATM businesses, respectively. In
connection with the closing of the transaction, Erik E. Prusch, Chief Executive Officer of Outerwall, will be leaving the Company.
"I am extremely
excited to lead the Redbox team and work with Apollo as we continue to provide new movie and video game releases to millions of loyal consumers at a great value", Mr. Smith said. "We believe there are many attractive opportunities for us
to build on Redbox's unrivaled brand while enhancing our already strong relationships with Redbox's studio and retail partners".
Mr.
Gaherity said, "The Coinstar business is the leading multi-national, fully automated network of self-service coin-counting kiosks, processing more than $3 billion of coins annually and serving millions of consumers every year. We look
forward to working with Apollo to grow our business and build upon our rich, 25-year history".
"With a network of over 2,400 kiosks and an
online solution through Gazelle.com, ecoATM provides the best solution for customers to turn their used mobile phones into cash", said Mr. Maquera. "We have delivered significant financial and operational progress this year and I look
forward to teaming with Apollo and our outstanding employees as we take the ecoATM business to the next level".
"We are pleased that the
transaction has closed and we look forward to working with the respective business leaders and their talented and dedicated colleagues to provide unsurpassed customer experiences and value to our retail partners", said David Sambur, partner at
Apollo. "In addition, I would like to thank Erik for his service and leadership and we wish him the best in his future endeavors".
About the Transaction
The transaction was effected
through a previously announced cash tender offer for all of the outstanding shares of common stock of Outerwall followed by a merger. The cash tender offer, which was made at $52.00 per share pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") entered into by affiliates of the Apollo Funds, Outerwall, and Redbox Automated Retail, LLC, a wholly owned subsidiary of Outerwall ("Redbox"), on July 24, 2016, expired at 12:00 midnight, New York City time,
on September 22, 2016 (one minute after 11:59 p.m., New York City time, on September 22, 2016). On September 23, 2016, shares of common stock of Outerwall (other than shares tendered by guaranteed delivery where actual delivery had not
occurred) that were validly tendered and not withdrawn, which constituted approximately 69.3% of the then outstanding shares of Outerwall, were accepted for payment. Outerwall shares validly tendered by guaranteed delivery were accepted for payment
upon receipt.
On September 27, 2016, in accordance with the Merger Agreement, the acquisition was completed by (i) merging Outerwall with an affiliate of
the Apollo Funds pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and (ii) immediately thereafter, merging Redbox with an affiliate of the Apollo Funds pursuant to the General Corporation Law of the State of
Delaware and the Delaware Limited Liability Company Act. In connection with the merger, all shares not validly tendered in the tender
offer (subject to certain exceptions, including shares for which appraisal rights were validly demanded and not subsequently withdrawn or lost) were cancelled and converted into the right to
receive $52.00 cash per share. As a result of the transaction, which was valued at approximately $1.6 billion, including net debt, effective today Outerwall became a privately-held company and Outerwall's common stock ceased trading on the
Nasdaq Global Select Market and will be delisted.
Advisors
Morgan Stanley & Co. LLC served as financial advisor to Outerwall and Perkins Coie LLP and Wachtell, Lipton, Rosen & Katz served as legal counsel.
LionTree Advisors, Bank of America Merrill Lynch, Barclays, Credit Suisse and Jefferies LLC served as M&A advisors to Apollo and Paul, Weiss, Rifkind,
Wharton & Garrison LLP served as legal advisor to Apollo.
About Redbox
Redbox provides new-release DVD, Blu-ray Disc® and video-game rentals through a national network of almost 40,000 self-service kiosks. For more
information, visit
www.redbox.com
.
About Coinstar
Coinstar offers self-service coin-counting at almost 20,000 kiosks where consumers can convert their coins to cash or stored value products. For more
information, visit
www.coinstar.com
.
About ecoATM
ecoATM consists of self-service kiosks and an online solution where consumers can sell electronic devices for cash and generates revenue through the sale of
devices collected to third party resellers, through online marketplaces and through the Gazelle direct-to-consumer storefront. For more information, visit
www.ecoATM.com
.
About Apollo Global Management
Apollo (NYSE: APO) is a
leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Singapore, Mumbai, Delhi, Shanghai and Hong Kong. Apollo had assets under management of
approximately $186 billion as of June 30, 2016, in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. For more information about Apollo, please
visit
www.agm.com
.
Forward-Looking Statements
Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
Words indicating future events, performance, results and actions, such as "will" and "expect", and variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that a
statement is not forward-looking. The forward-looking statements in this press release include, among others, statements regarding the Company's businesses following its acquisition by affiliates of the Apollo Funds. Forward-looking
statements are not guarantees of future actions, events or performance, which may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company or Apollo, or other
third parties, including those beyond the Company's control. Such risks and uncertainties include, but are not limited to, results and timing of strategic and financial activities, continuation of or changes in strategic and financial
objectives, and the ability to attract new or maintain retailer relationships, penetrate or maintain markets and distribution channels, and react to changing consumer demands. The foregoing list of risks and uncertainties is illustrative, but by no
means exhaustive. For more information on factors that may affect future performance, results or actions, please review "Risk Factors" described in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission ("SEC"), as well as other public filings with the SEC. These forward-looking statements reflect the Company's expectations as of the date hereof. The Company undertakes no obligation
to update the information provided herein.
Media Contacts:
Joele Frank, Wilkinson Brimmer Katcher for Outerwall Inc.
Matthew Sherman / James Golden / Scott Bisang / Matthew Gross
212-355-4449
Apollo Global Management, LLC
Gary Stein
212-822-0467
gstein@apollolp.com
Rubenstein Associates, Inc. for Apollo
Global Management, LLC
Charles Zehren
212-843-8590
czehren@rubenstein.com

text: Outerwall Inc.

text: Apollo Global Management

text: Outerwall Inc.

text: Outerwall

text: Apollo Global Management, LLC

text: Outerwall

text: Erik E. Prusch

text: Outerwall

text: David Sambur

text: Outerwall

text: Outerwall

text: Outerwall

text: Outerwall

text: Outerwall

text: Outerwall

text: Outerwall

text: Outerwall

text: Outerwall

text: Morgan Stanley & Co. LLC

text: Outerwall

text: Perkins Coie LLP

text: Wachtell, Lipton, Rosen & Katz

text: LionTree Advisors

text: Bank of America Merrill Lynch

text: Barclays

text: Credit Suisse

text: Jefferies LLC

text: Apollo Global Management

text: Outerwall Inc.

text: Apollo Global Management

text:
Apollo
Global Management


text:
EX-99.1
4
tv481719_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
American Realty Capital Healthcare Trust
III, Inc.
Completes Asset Sale to Healthcare Trust, Inc.
Stockholders Approve Asset Sale and Plan
of Liquidation
Initial Liquidation Distribution to Stockholders
Approved
New York, New York, December 26, 2017 -
American
Realty Capital Healthcare Trust III, Inc.
(the "Company") announced today that, following the approval of a majority
of its stockholders at its annual meeting of stockholders convened on December 21, 2017, the Company closed on the sale of substantially
all of its assets to Healthcare Trust, Inc. ("HTI") on December 22, 2017.
Pursuant to the Company's plan of liquidation also approved
by its stockholders at the annual meeting, the Company will distribute a portion of the net cash proceeds from the asset sale to
its stockholders. Accordingly, the Company's board has approved an initial liquidating distribution amount of $15.75 per
share of common stock, to be paid on or about January 5, 2018 to stockholders of record at the close of business on December 22,
2017.
Pursuant to the plan of liquidation, the final liquidation distribution
will not occur earlier than the end of the 14-month survival period of the representations and warranties under the purchase agreement
with HTI and will not occur prior to final resolution of any unsatisfied indemnification claims or other claims that are first
made prior to the end of that period.
Financial Advisors
SunTrust Robinson Humphrey, Inc. served as exclusive financial
advisor to the Company's special committee of independent directors. Shapiro Sher Guinot & Sandler served as legal counsel
to the Company's special committee.
KeyBanc Capital Markets Inc. served as exclusive financial advisor
to HTI's special committee of independent directors. Arnold & Porter Kaye Scholer LLP served as legal counsel to HTI's
special committee.
Proskauer Rose LLP served as outside legal counsel to both the
Company and HTI.
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
Todd Jensen
Interim Chief Executive Officer and President
American Realty Capital Healthcare Trust III, Inc.
(212) 415-6500
Investor Relations
info@ar-global.com
(866) 902-0063

text: Healthcare Trust, Inc.

text: Healthcare Trust, Inc.

text: SunTrust Robinson Humphrey, Inc.

text: Shapiro Sher Guinot & Sandler

text: KeyBanc Capital Markets Inc.

text: Arnold & Porter Kaye Scholer LLP

text: Proskauer Rose LLP

text:
Todd Jensen
Interim


text:
EX-99
13
rov-ex99_1.txt
EX. 99.1 - PRESS RELEASE
EXHIBIT 99.1
Rayovac Completes Acquisition of United Industries, Debt Tender Offer and
Related Financings
ATLANTA, Feb 07, 2005 /PRNewswire-FirstCall via COMTEX/ -- Rayovac Corp. (NYSE:
ROV), a global consumer products company with a diverse portfolio of
world-class brands, announced today that it has completed its acquisition of
United Industries Corporation. Rayovac further announced that, in connection
with that acquisition, Rayovac completed its offering of $700 million aggregate
principal amount of its 7 3/8% Senior Subordinated Notes due 2015 and its
tender offer for United Industries' 9 7/8% Senior Subordinated Notes due 2009,
retired United Industries' senior credit facilities and replaced Rayovac's
senior credit facilities with new senior credit facilities initially
aggregating $1.03 billion. Rayovac financed the cash portion of the purchase
price of the United Industries acquisition, the tender offer for United
Industries' 9 7/8% Senior Subordinated Notes due 2009 and the retirement of
United Industries' senior credit facilities with the proceeds from the offering
of its 7 3/8% Senior Subordinated Notes due 2015 and new senior credit
facilities.
As of 9:00 a.m., New York City time, on February 7, 2005, the expiration date
of Rayovac's tender offer for United Industries' 9 7/8% Senior Subordinated
Notes due 2009, Rayovac had received tenders from holders of, and accepted for
payment, $221,695,000 in aggregate principal amount of the notes representing
approximately 96% of the outstanding notes. Rayovac will redeem any remaining
outstanding United Industries notes on or shortly after April 1, 2005 pursuant
to the applicable terms of the indenture governing those notes.
In connection with the acquisition of United Industries, Rayovac increased the
size of its board of directors from eight to ten members. Scott A. Schoen and
Charles A. Brizius, both of Thomas H. Lee Partners, L.P., have been appointed
as the new members of Rayovac's board. Mr. Schoen is Co-President and Mr.
Brizius is Managing Director of Thomas H. Lee Partners, L.P. In addition,
Robert L. Caulk, CEO of United Industries, will become a member of Rayovac's
Executive Committee.
About United Industries:
United Industries Corporation, headquartered in St. Louis, is a leading
manufacturer and marketer of products for the consumer lawn-and-garden care and
household insect control markets in North America and a leading supplier of
quality products to the pet supply industry in the United States. United
Industries has approximately 2,800 employees throughout North America.
About Rayovac:
Rayovac is a global consumer products company and one of the largest battery,
shaving and grooming, and lighting companies in the world. Through a diverse
and growing portfolio of world-class brands -- including Rayovac, Varta and
1
Remington -- Rayovac holds leading market positions in a number of major
product categories. The company's products are sold by 19 of the world's top 20
retailers, and are available in over one million stores in 120 countries around
the world. Headquartered in Atlanta, Georgia, Rayovac generates approximately
$1.5 billion in annual revenues and has approximately 6,500 employees
worldwide. The company's stock trades on the New York Stock Exchange under the
symbol ROV.
Forward-Looking Statements
Certain matters discussed in this news release, with the exception of
historical matters, may be forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are subject
to a number of risks, uncertainties and other factors that could cause results
to differ materially from those anticipated as of the date of this release.
Actual results may differ materially from these statements as a result of (1)
our ability to achieve anticipated synergies and efficiencies as a result of
this transaction, (2) changes in external competitive market factors, such as
introduction of new product features or technological developments, development
of new competitors or competitive brands or competitive promotional activity or
spending, (3) changes in consumer demand for the various types of products
Rayovac and United offer, (4) changes in the general economic conditions where
Rayovac and United do business, such as stock market prices, interest rates,
currency exchange rates, inflation and raw material costs, (5) our ability to
successfully implement manufacturing, distribution and other cost efficiencies
and (6) various other factors, including those discussed herein and those set
forth in Rayovac's and United's securities filings, including their most
recently filed Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
SOURCE Rayovac Corp.
Investors, Nancy O'Donnell, VP Investor Relations of Rayovac Corp.,
+1-770-829-6208, or Media, David Doolittle of Ketchum for Rayovac,
+1-404-879-9266, david.doolittle@ketchum.com
http://www.prnewswire.com
2

text: Rayovac

text: United Industries

text: Rayovac Corp.

text: United Industries Corporation

text: Rayovac

text: Rayovac

text: United Industries

text: United Industries

text: Rayovac

text: Rayovac

text: United Industries

text:
United
Industries

text: United Industries

text: Rayovac

text: United Industries

text: Rayovac

text: Rayovac

text: United Industries

text: United Industries

text: Rayovac

text: Rayovac

text: Robert L. Caulk

text: United Industries

text: Rayovac

text: United Industries

text: United Industries Corporation

text:
United
Industries

text: Rayovac

text: Rayovac

text: Rayovac

text: Rayovac

text: Rayovac

text: Rayovac

text: Rayovac

text: Rayovac

text: Rayovac Corp.

text: Rayovac Corp.

text: Rayovac


text:
EX-99.1
3
a13-16800_1ex99d1.htm
EX-99.1
EXHIBIT 99.1
FOR FURTHER INFORMATION:
FOR IMMEDIATE RELEASE
Andrea K. Tarbox
Thursday, July 18, 2013
Vice President and Chief Financial Officer
847.239.8812
KAPSTONE COMPLETES ACQUISITION
OF LONGVIEW FIBRE PAPER AND PACKAGING, INC.
NORTHBROOK, IL - July 18, 2013 - KapStone Paper and Packaging Corporation (NYSE: KS)
today announced that it has completed the stock purchase of Longview Fibre Paper and Packaging, Inc. ("Longview"). Longview, headquartered in Longview, WA, is a leading manufacturer of high quality containerboard, lightweight high performance multiwall paper, specialty Kraft papers, and corrugated products. Longview employs about 1,800 people.
"Today we are welcoming Longview's team as the newest members of KapStone", stated Roger W. Stone, Chairman and Chief Executive Officer. "The Longview team orchestrated a transformation that is truly, in my experience, the most amazing that I've actually ever seen in my 55 years in the industry. We're thrilled and delighted to officially have them with us".
Matt Kaplan, KapStone's President and Chief Operating Officer, further stated, "Longview continues to demonstrate their excellence by delivering outstanding results. In the second quarter, Longview's revenues and adjusted EBITDA of $228 million and $49 million, respectively, yielded an adjusted EBITDA margin of 20.7 per cent, one of the best in the industry. Even more notable was that they achieved these results despite incurring $4.3 million of expense for their once every five year planned mill maintenance outage performed in April. June was particularly strong as adjusted EBITDA for the month exceeded $19 million benefitting from the partial implementation in the quarter of the $50 per ton containerboard and associated box price increases".
Funding for the acquisition came from borrowings under the $1.675 billion amended and restated senior secured credit facility led by Bank of America, Barclays Bank, and Well Fargo Bank. The amended facility now consists of Term Loan A-1 of $805 million maturing over five years, Term Loan A-2 of $470 million maturing over 7 years with one per cent amortization in each of the first 6 years with the remaining principal due at the end of year seven, and a $400 million revolving credit facility. The initial blended interest rate will be 2.6% as determined from the LIBOR base pricing grid, and the rate is subject to change over the life of the loans as LIBOR rates and KapStone's debt to EBITDA ratio change.
Under the terms of Longview's existing $480 million, 8 percent senior secured notes, current noteholders will be notified shortly regarding redemption of the notes, including a 4 percent change of control penalty. The redemption is expected to take 30 days.
1
About the Company
Headquartered in Northbrook, IL, KapStone Paper and Packaging Corporation is a leading North American producer of containerboard, unbleached kraft paper products, and corrugated products. The Company operates four paper mills and 22 converting plants located throughout the United States. The business employs approximately 4,500 people.
Non-GAAP Financial Measures
Investors are cautioned that adjusted EBITDA information contained in this press release is not a financial measure under U.S. generally accepted accounting principles (GAAP). In addition, it should not be construed as an alternative to any other measures of performance determined in accordance with GAAP. This non-GAAP financial measure is provided to enhance the user's overall understanding of Longview. KapStone believes that this non-GAAP measure provides useful information to investors because it provides for greater transparency to key measures used to evaluate the performance and liquidity of the company. Management uses adjusted EBITDA for evaluating performance against competitors.
Adjusted EBITDA represents earnings before interest, income taxes, depreciation and amortization and one-time adjustments made in connection with KapStone's acquisition of Longview. Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as an alternative to earnings before income taxes (or any other performance measure under GAAP) as a measure of performance or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity.
2

text: KAPSTONE

text: KapStone Paper

text: Packaging Corporation

text: KapStone

text: Roger W. Stone

text: KapStone

text: KapStone

text: KapStone Paper

text: Packaging Corporation

text: KapStone

text: KapStone


text:
EX-99.1
13
yumadel_ex991.htm
PRESS RELEASE ANNOUNCING COMPLETION OF REINCORPORATION MERGER DATED OCTOBER 26, 2016
Blueprint
Exhibit 99.1
NEWS
RELEASE
YUMA ENERGY, INC. ANNOUNCES STOCKHOLDER APPROVAL OF THE MERGER WITH
DAVIS PETROLEUM ACQUISITION CORP., CONVERSION OF ITS SERIES A
PREFERRED STOCK INTO COMMON STOCK, A 1-FOR-20 REVERSE COMMON STOCK
SPLIT, AND A REINCORPORATION IN DELAWARE
HOUSTON,
TEXAS - October 26, 2016 - Yuma Energy, Inc. (NYSE MKT:
YUMA) ("Yuma") announced today that its stockholders
and the stockholders of Davis Petroleum Acquisition, Inc. have
approved the merger of the two companies and all of the other
approvals relating to the merger, including reincorporation of Yuma
in Delaware. Also, in connection with the merger and the
stockholder approval, Yuma converted each share of its existing
Series A Preferred Stock into 35 shares of common stock, and
subsequently completed a 1-for-20 reverse split of its common
stock.
Computershare,
the Company's transfer agent, will mail letters of
transmittal to all Yuma stockholders of record with instructions on
how to deliver their stock certificates in connection with
Yuma's reincorporation into Delaware. Yuma stockholders
should not surrender their stock certificates until they have
completed their letter of transmittal.
About Yuma Energy, Inc.
Yuma
Energy, Inc. is an independent Houston-based exploration and
production company focused on acquiring, developing and exploring
for conventional and unconventional oil and natural gas resources,
primarily in the U.S. Gulf Coast and California. Yuma has employed
a 3-D seismic-based strategy to build a multi-year inventory of
development and exploration prospects. Yuma's operations are
currently focused on onshore properties located in central and
southern Louisiana, where it is targeting the Austin Chalk,
Tuscaloosa, Wilcox, Frio, Marg Tex and Hackberry formations. In
addition, Yuma has a non-operated position in the Bakken Shale in
North Dakota and operated positions in Kern and Santa Barbara
Counties in California. Yuma's common stock is traded on the NYSE
MKT under the trading symbol "YUMA." For more information about
Yuma Energy, Inc., please visit Yuma's website at
www.yumaenergyinc.com
.
Forward-Looking Statements
This
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Statements that are not
strictly historical statements constitute forward-looking
statements and may often, but not always, be identified by the use
of such words such as "expects", "believes", "intends,"
"anticipates", "plans", "estimates", "potential", "possible", or
"probable" or statements that certain actions, events or results
"may", "will", "should", or "could" be taken, occur or be achieved.
The forward-looking statements include statements about future
operations, estimates of reserve and production volumes, and the
anticipated timing for closing the proposed merger. Forward-looking
statements are based on current expectations and assumptions and
analyses made by Yuma in light of experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors appropriate under the
circumstances. However, whether actual results and developments
will conform with expectations is subject to a number of risks and
uncertainties, including but not limited to: problems may arise in
the integration of the operations of Yuma and Davis Petroleum
Acquisition Corp.; the risks of exploration and production segment
of the oil and gas industry (for example, operational risks in
exploring for, developing and producing crude oil and natural gas);
risks and uncertainties involving geology of oil and gas deposits;
the uncertainty of reserve estimates; revisions to reserve
estimates as a result of changes in commodity prices; the
uncertainty of estimates and projections relating to future
production, costs and expenses; potential delays or changes in
plans with respect to exploration or development projects or
capital expenditures; health, safety and environmental risks and
risks related to weather; declines in oil and gas prices; inability
of management to execute its plans to meet its goals, shortages of
drilling equipment, oil field personnel and services;
unavailability of gathering systems, pipelines and processing
facilities; and the possibility that government policies may
change. Yuma's annual report on Form 10-K/A for the year ended
December 31, 2015, quarterly reports on Form 10-Q, recent current
reports on Form 8-K, and other Securities and Exchange Commission
("SEC") filings discuss some of the important risk factors
identified that may affect Yuma's business, results of
operations, and financial condition. Yuma undertakes no obligation
to revise or update publicly any forward-looking statements, except
as required by law.
For more information, please contact:
James
J. Jacobs
Treasurer
and Chief Financial Officer
Yuma
Energy, Inc.
1177
West Loop South, Suite 1825
Houston,
Texas 77027
Telephone:
(713) 968-7000

text: YUMA ENERGY, INC.

text: DAVIS PETROLEUM ACQUISITION CORP.

text: Yuma Energy, Inc.

text: Davis Petroleum Acquisition, Inc.

text: Yuma Energy, Inc.

text:
Yuma
Energy, Inc.

text: Yuma Energy, Inc.

text:
Davis Petroleum
Acquisition Corp.

text:
James
J. Jacobs

text:
Yuma
Energy, Inc.