text:
EX-99.1
12
v056353_ex99-1.htm
CinTel
Agrees to Acquire 51% of Phoenix Semiconductor and Telecommunication (Suzhou)
Co., Ltd. in China
LOUISVILLE,
KY--(Businesswire)-Oct
30,
2006 -- CinTel Corp. (CinTel) (OTC BB: CNCN.OB), Korea's top Internet traffic
management (ITM) solution provider, is pleased to announce it has signed a
stock
purchase agreement with STS Semiconductor & Telecommunications Co., Ltd
(STS) to acquire fifty-one percent (51%) ownership and equity interests of
Phoenix Semiconductor Telecommunication (Suzhou) Co., Ltd. (PSTS) for an
aggregate purchase price of $16.5 million. STS is a KOSDAQ-listed subsidiary
of
BoKwang Group, and this purchase will give CinTel a close strategic alliance
with the BoKwang Group.
Deloitte
Anjin LLC performed a valuation of PSTS as part of CinTel's
due
diligence. PSTS's
value,
depending on discount rates ranges, is between $54M and $83M USD based upon
the
Discounted Cash Flow (DCF) method, which is based on forecasted cash flows
from
the Company's
operations discounted to the present value.
This
agreement offers CinTel a unique opportunity to realize its new long-term goal
of expansion into a "Semiconductor
Specialized Company"
by
consolidating various parts and/or companies involved in the semiconductor
industry. Management believes this acquisition of a majority stake in PSTS
will
ensure that CinTel's
stream
of profits will grow exponentially in the near future.
This
acquisition will allow CinTel to shift from its core business of ITM (Internet
Traffic Management), an increasingly competitive market due to changes in
technology and solutions, to one of the fastest growing markets in the
technology realm. Semiconductor, NAND Flash and LCD chips, which are the focal
products of PSTS, are high value-added products. CinTel expects that its
products'
revenues
will grow at significantly better rates than industry averages.
PSTS's
major
customer contract is with Samsung Electronics and Hynix. Sales in 2005, when
production commenced, were about $12.8 million and sales in 2006 are expected
to
be more than $50 million with a long-term strategic contract with Samsung
Electronics. Sales in 2007 are expected to also grow rapidly, as are profits.
CinTel's
expects
that the expansion of its semiconductor business will start from the
fast-developing and emerging Chinese market and gradually move into the USA
and
EU markets. CinTel will continue to improve its shareholder's
stock
value and intends to work towards listing on the NASDAQ Small Cap or American
Stock Exchange markets as soon as the opportunity arises.
Sang-Don
Kim, the CEO of CinTel, said, "CinTel's
acquisition of a majority stake in PSTS, with its solid business model and
explosive growth and profit potential, is
quite
meaningful to CinTel as a first step in a part of our long-term growth strategy.
CinTel will also be able to fulfill its promise to investors with positive
profit results this year. PSTS will be able to grow rapidly with the strong
support of key customers such as Samsung Electronics Corporation, from which
it
was originally spun-off. I am confident this close strategic partnership with
STS, BoKwang Group and PSTS's
customer Samsung Electronics Corporation will provide all our shareholders
the
opportunity to see significant benefits and shareholder value in the near
future."
About
PSTS (www.psts.com.cn)
Phoenix
Semiconductor and Telecom was founded by STS in China in 2004 by acquiring
certain parts of the packaging production lines from Samsung Electronics
Corporation's
China
plant (SESS). It began mass production in 2005 and its main customers are
Samsung Electronics and Hynix, two of the largest semiconductor manufacturers
in
the world. PSTS's
main
products are semiconductor packaging, NAND flash memory and LCD
assembly.
About
STS
Semiconductor and Telecommunication (www.sts-semi.co.kr)
STS
Semiconductor and Telecommunication is a subsidiary of BoKwang Group and the
biggest semiconductor company in BoKwang's
network. It began as a semiconductor packaging and testing specialty company
after spinning off from Samsung Electronics in 1998 and is now becoming a
leading semiconductor packaging company, as well as, a total solution provider
for memory application for home appliances, semiconductor, TFT-LCD application
products. STS was listed on KOSDAQ in 2001 and is being publicly traded
now.
About
BoKwang Group (www.bokwang.com)
From
its
beginnings as a producer of TV cathode ray tubes and electronic materials in
1983, BoKwang group has grown to a major conglomerate with over 30 subsidiary
companies in hi-tech, leisure, finance, retail, logistic and culture businesses.
About
CinTel Corp: (www.cintelcorp.net)
CinTel
Corp., based in North America with its main business operations in Korea,
provides enterprise technology solutions that deliver faster internal and
external network service. Founded in 1997, CinTel introduced Korea's first
dynamic server load balancer, which has now evolved into a world-class product
line with ever expanding solutions with key partners and internal development.
CinTel's award-winning Internet Traffic Management (ITM) solutions are marketed
to customers worldwide, enabling the company's customers to improve Internet
and
network traffic management, service levels, secure content, user experience,
and
reduce server loads and bandwidth demands. While CinTel maintains its position
as a leader in ITM through continuous research and development efforts, it
has
also begun expansion into creative new markets and worldwide distribution of
Korean based technologies. CinTel is also a recognized leader in Content
Delivery Network (CDN). For additional information, please visit CinTel
Corp's
website.
Contact:
JD
Sparks, VP
CinTel
Corp
502-657-6077
jdsparks@cintelcorp.net
Safe-Harbor
Statement
This
press release may contain statements (such as projections regarding future
performance) that are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from those projected as a result of certain risks and uncertainties, including
but not limited to those detailed from time to time in the Company's filings
with the Securities and Exchange Commission.

text: CinTel

text: CinTel Corp.

text: CinTel

text: Phoenix Semiconductor Telecommunication

text: PSTS

text: CinTel

text: PSTS

text: CinTel

text: PSTS

text: CinTel

text: PSTS

text: CinTel

text: CinTel

text: PSTS

text: CinTel

text: PSTS

text: CinTel

text: CinTel

text: CinTel

text: CinTel

text: PSTS

text: CinTel

text: CinTel

text: PSTS

text: PSTS

text: PSTS

text: PSTS

text:
CinTel
Corp.

text: CinTel

text: CinTel

text: CinTel

text: CinTel


dataset: buster

text:
EX-99.1
4
v455456_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Innovative Industrial Properties Closes on
Sale-Leaseback Transaction with PharmaCann in New York
SAN DIEGO, CA - December 19, 2016 - Innovative Industrial
Properties, Inc. (NYSE: IIPR) (the "Company") announced today that it closed its previously-announced sale-leaseback
transaction with PharmaCann LLC ("PharmaCann"), acquiring PharmaCann's newly-constructed 127,000 square foot medical-use
cannabis cultivation and processing facility in New York.
"We believe this first sale-leaseback transaction exemplifies
our focus on underwriting both the tenant and the property", said Robert Sistek, Chief Financial Officer and Executive Vice
President, Investments of the Company. "PharmaCann possesses a strong management team with solid financial backing, and is
executing well on its business plan in New York and Illinois, two states which we believe present significant market opportunities.
PharmaCann's New York medical-use cannabis cultivation and processing facility is built to exacting specifications, and represents
a clear move to institutional quality real estate in this sector".
New York is the fourth most populous state in the United States
with nearly 20 million residents as of July 1, 2015, according to the U.S. Census Bureau.
In July 2014, Governor Andrew Cuomo and the New York state legislature
enacted the Compassionate Care Act, creating the framework for New York's medical-use cannabis program, which is administered by
the New York Department of Health. In its ongoing review of the program, the Department of Health has taken significant steps recently
to expand access to medical-use cannabis for patients needing treatment in the state. Earlier this month, the Department of Health
announced that it plans to add chronic pain to its list of qualifying conditions for treatment, and to allow licensed medical-use
cannabis providers to wholesale their products to other licensed providers in the state. Last month, New York-licensed nurse practitioners
became eligible to recommend medical-use cannabis for their patients, and a proposed rulemaking was published to allow physician's
assistants to also make such recommendations. According to the Department of Health, there are nearly 19,000 nurse practitioners
and more than 11,000 physician assistants licensed to practice in New York, where they are already authorized to prescribe controlled
substances, such as opioids, for chronic pain and other debilitating conditions. In addition, the Department of Health recently
enacted rules to allow for home delivery of medical-use cannabis.
"We see a tremendous need from patients in New York for treatment,
and we are very encouraged by the recent moves by the Department of Health to expand access to these patients", said Teddy
Scott, Chief Executive Officer of PharmaCann. "This transaction frees up capital we need for expansion, and we expect the
recently enacted changes in New York and other changes to the program being considered to have a very meaningful impact on patient
demand for our products".
The Company acquired PharmaCann's New York facility for $30
million in the sale-leaseback transaction. Concurrent with the closing, the Company and PharmaCann entered into a lease for an
initial term of 15 years, with two five-year lease extension options. The lease provides for an initial base rent of $319,580 per
month, subject to annual increases of the greater of 4% or 75% of the consumer price index. The lease also provides for a property
management fee payable to the Company equal to 1.5% of the then-current base rent throughout the term, and supplemental base rent
for the first five years of the term at a rate of $105,477 per month. Together, the annualized initial base rent, property management
fee and supplemental base rent equate to approximately 17.2% of the purchase price of the New York facility.
In addition to the medical-use cannabis cultivation and processing
facility that is the subject of the Company's sale-leaseback transaction, PharmaCann operates two medical-use cannabis cultivation
and processing facilities and four registered medical-use cannabis dispensaries in Illinois and four registered medical-use cannabis
dispensaries in New York.
About Innovative Industrial Properties
Innovative Industrial Properties, Inc. is a self-advised Maryland
corporation focused on the acquisition, ownership and management of specialized industrial properties leased to experienced, state-licensed
operators for their regulated medical-use cannabis facilities. Innovative Industrial Properties intends to elect to be taxed as
a real estate investment trust. Additional information is available at
www.innovativeindustrialproperties.com
.
Forward-Looking Statements
This press release contains statements that we believe to be "forward-looking
statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All
statements other than historical facts, including, without limitation, statements regarding the lease with PharmaCann, the New
York medical-use cannabis market and proposed changes to New York medical-use cannabis regulations, are forward-looking statements.
When used in this press release, words such as we "expect", "intend", "plan", "estimate,"
"anticipate", "believe" or "should" or the negative thereof or similar terminology are generally
intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in, or implied by, such statements. Investors should not place undue
reliance upon forward-looking statements.
Company Contact:
Paul Smithers
Chief Executive Officer
Innovative Industrial Properties, Inc.
(858) 997-3332

label: organization

text:
Innovative Industrial
Properties, Inc.

text: PharmaCann LLC

label: person

text: Robert Sistek

text:
Teddy
Scott

text: Innovative Industrial Properties, Inc.

text: Paul Smithers

text: Innovative Industrial Properties, 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
v379066_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
NEWS RELEASE
May 19, 2014
Cascade Bancorp Completes Acquisition
of Home Federal Bancorp, Inc.
Contact:
Terry L. Zink, CEO 541-617-3527
Gregory D. Newton, EVP, CFO 541-617-3526
Bend, Ore. - May 19, 2014/PRNewswire/
- Cascade Bancorp (NASDAQ: CACB) ("Cascade"), the holding company for Bank of the Cascades ("Bank"), today
announced that on May 16, 2014 it completed its previously announced acquisition of Home Federal Bancorp, Inc. (NASDAQ: HOME) ("Home").
The combined company is expected to have assets in excess of $2.3 billion and deposits of $2.0 billion with forty branches serving
the Oregon and Boise, Idaho markets.
Terry Zink, President and Chief Executive
Officer of Cascade, commented, "I am very excited to welcome the customers and employees of Home Federal to Cascade. This
acquisition expands our operational footprint in the Pacific Northwest while also providing revenue and cost synergies to the Bank.
We look forward to delivering an expanded line of products and services to meet the financial needs of our local business and personal
banking customers as we strive to be the premier community bank in the Pacific Northwest".
Under the terms of the merger agreement,
former shareholders of Home Federal Bancorp will receive a fixed exchange ratio of 1.6772 shares of Cascade common stock and $8.43
in cash for each share of Home Federal Bancorp common stock, without interest and less withholding for taxes (and cash in lieu
of fractional shares).
Cascade was advised in this transaction
by Macquarie Capital, as financial advisor, and Hunton & Williams LLP, as legal counsel. Home was advised by Keefe, Bruyette
& Woods, as financial advisor, and Vorys, Sater, Seymour and Pease LLP, as legal counsel.
About Cascade Bancorp and Bank of the Cascades
Cascade Bancorp (NASDAQ: CACB), headquartered
in Bend, Oregon, and its wholly owned subsidiary, Bank of the Cascades, operate in Oregon and Idaho markets. Founded in 1977,
Bank of the Cascades offers full-service community banking through 28 branches in Central, Southern and Northwest Oregon, as well
as in the greater Boise/Treasure Valley, Idaho area. The Bank has a business strategy that focuses on delivering the best in community
banking for the financial well-being of customers and shareholders. It executes its strategy through the consistent delivery of
full relationship banking focused on attracting and retaining value-driven customers. For further information, please visit our
website at
www.botc.com
.
FORWARD LOOKING STATEMENTS
This release contains forward-looking
statements about Cascade Bancorp's plans and anticipated results of operations and financial condition. These statements
include, but are not limited to, our plans, objectives, expectations, and intentions and are not statements of historical fact.
When used in this report, the word "expects", "believes", "anticipates", "could", "may,"
"will", "should", "plan", "predicts", "projections", "continue"
and other similar expressions constitute forward-looking statements, as do any other statements that expressly or implicitly predict
future events, results or performance, and such statements are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Certain risks and uncertainties and Cascade Bancorp's success in managing such risks and uncertainties
could cause actual results to differ materially from those projected, including among others, the following factors: local and
national economic conditions could be less favorable than expected or could have a more direct and pronounced effect on us than
expected and adversely affect our results of operations and financial condition; the local housing/real estate market could continue
to decline for a longer period than we anticipate; the risks presented by a continued economic recession, which could continue
to adversely affect credit quality, collateral values, including real estate collateral and OREO properties, investment values,
liquidity and loan originations, reserves for loan losses and charge offs of loans and loan portfolio delinquency rates and may
be exacerbated by our concentration of operations in the States of Oregon and Idaho generally, and Central, Southern and Northwest
Oregon, as well as the greater Boise/Treasure Valley, Idaho area, specifically; interest rate changes could significantly reduce
net interest income and negatively affect funding sources; competition among financial institutions could increase significantly;
competition or changes in interest rates could negatively affect net interest margin, as could other factors listed from time to
time in Cascade Bancorp's Securities and Exchange Commission ("SEC") reports; the reputation of the financial
services industry could further deteriorate, which could adversely affect our ability to access markets for funding and to acquire
and retain customers; and existing regulatory requirements, changes in regulatory requirements and legislation (including without
limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act) and our inability to meet those requirements, including
capital requirements and increases in our deposit insurance premium, could adversely affect the businesses in which we are engaged,
our results of operations and financial condition. Such forward-looking statements also include, but are not limited to, statements
about the benefits of the business combination transaction involving Cascade Bancorp and Home Federal Bancorp, Inc., including
future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements
that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which
change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking
statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking
statements include risks and uncertainties relating to: (i) the risk that the businesses will not be integrated successfully; (ii)
the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize
than expected; (iii) disruption from the transaction making it more difficult to maintain relationships with customers, employees
or vendors; (iv) the diversion of management time on post-merger and integration-related issues; (v) general worldwide economic
conditions and related uncertainties; (vi) liquidity risk affecting Cascade's ability to meet its obligations when they come
due; (vii) excessive loan losses; (viii) the effect of changes in governmental regulations; and (ix) other factors we discuss or
refer to in the "Risk Factors" section of Cascade's most recent Annual Report on Form 10-K filed with the SEC
on March 31, 2014. These risks as well as other additional risks and uncertainties are identified and discussed in Cascade's
reports filed with the SEC and available at the SEC's website at www.sec.gov. These forward-looking statements speak only
as of the date of this release. Cascade Bancorp undertakes no obligation to publish revised forward-looking statements to reflect
the occurrence of unanticipated events or circumstances after the date hereof. Readers should carefully review all disclosures
filed by Cascade Bancorp from time to time with the SEC
.

text: Cascade Bancorp

text: Home Federal Bancorp, Inc.

text: Terry L. Zink

text: Cascade Bancorp

text: Home Federal Bancorp, Inc.

text: Terry Zink

text: Home Federal Bancorp

text: Home Federal Bancorp

text: Macquarie Capital

override: organization

text: Hunton & Williams LLP

text:
Keefe, Bruyette
& Woods

text: Vorys, Sater, Seymour and Pease LLP

text: Cascade Bancorp

text: Cascade Bancorp

text: Cascade Bancorp

text: Cascade Bancorp

text: Cascade Bancorp

text: Cascade Bancorp

text: Home Federal Bancorp, Inc.

text: Cascade Bancorp

text: Cascade Bancorp


text:
EX-99.3
12
v078086_ex99-3.htm
Unassociated Document
Israel
Technology Acquisition Corp. Receives Stockholder
Approval
of Merger with IXI Mobile
Redwood
City, CA; June 5, 2007 -
Israel
Technology Acquisition Corp. (OTCBB: ISLTU.OB, ISLT.OB, ISLTW.OB) and IXI
Mobile, the maker of the Ogo™ family of devices and services, announced today
that the stockholders of Israel Technology Acquisition Corp. have approved
the
merger of the two companies at a special meeting of stockholders held today
in
New York. It
is
expected that the merger will close shortly thereafter.
Upon the
closing, ITAC will change its name to IXI Mobile, Inc., and IXI will change
its
name to IXI Mobile (USA), Inc., which will be a wholly-owned subsidiary of
IXI
Mobile, Inc.
At
closing, the shares, warrants and units of Israel Technology Acquisition Corp.
will continue trading on the Over-The-Counter Bulletin Board under the symbols
OTCBB: ISLTU.OB, ISLT.OB, ISLTW.OB. The Company has applied for listing on
the
Nasdaq Stock Market and hopes to be listed as soon as possible following the
closing.
In
addition to approving the merger, ITAC stockholders approved certain changes
to
the Company's certificate of incorporation relating to the transaction,
including the name change and an increase in authorized capitalization. The
Company also elected seven directors - Gideon Barak, Israel Frieder, Amit
Haller, Victor Halpert, Matthew Hills, Yossi Sela and Shlomo
Shalev.
Israel
Frieder, Chairman and Chief Executive Officer of Israel Technology Acquisition
Corp., said, "We are extremely pleased to close this transaction after more than
a year of hard work and appreciate the support shown by our stockholders
throughout the merger process. We believe IXI and its capable team can now
focus
on growing its business through continued innovation, the addition of carrier
partners and end subscribers".
Amit
Haller, Chief Executive Officer of IXI Mobile, Inc. added, "I would like to
thank our stockholders, employees and everyone else for their support and
contributions during this process. We believe this approval represents a major
milestone for IXI, as we are now optimally positioned to grow our business,
add
customers and continue working to expand the Ogo's presence in the worldwide
mobile communications arena".
Haller
added, "In the last eighteen months, we have brought Ogo to new markets such as
Germany, Latin America and Africa, and will be re-launching the product in
the
United States in the near future, in line with our overall rollout strategy.
Each of these markets possesses significant growth potential for IXI and we
plan
to remain aggressive going forward, bringing our technology into new markets
with new partners, capitalizing on the continued growth in demand for robust,
cost-effective mobile data solutions.
IXI
Mobile, Inc., 275 Shoreline Drive, Suite 505, Redwood City, California,
USA
http://www.ixi.com
Tel
+1.650.551.0600 Fax +1.650.551.0601, http://www.ogo.com
About
IXI Mobile
Headquartered
in Redwood City, CA, IXI Mobile, Inc. offers solutions that bring innovative,
data-centric mobile devices and services to the mass market. IXI Mobile's Ogo
devices are designed to improve the mobile user experience and increase mobile
voice and data usage. The company provides a turn-key solution to mobile
operators and Internet service providers around he world to launch and support
Ogo products. For more information on IXI Mobile, please visit
www.ixi.com.
About
Israel Technology Acquisition Corp.
ITAC
is a
blank check company organized as a corporation under the laws of the State
of
Delaware on February 22, 2005. It was formed to effect a merger, capital
stock exchange, asset acquisition or other similar business combination with
an
unidentified operating business that has manufacturing operations or research
and development facilities located in Israel. On July 19, 2005, it
consummated an initial public offering of its equity securities from which
it
derived net proceeds of approximately $33,965,000, including proceeds from
the
exercise of the underwriters ' over-allotment option. Approximately $32,955,360
of the net proceeds of the initial public offering were placed in a trust
account upon consummation of the initial public offering. Such funds, with
the
interest earned thereon, will be released to ITAC upon consummation of the
merger, less any amount payable to ITAC's stockholders who properly exercise
their conversion rights.
About
Ogo
The
Ogo
family of devices delivers popular applications, including email, instant
messaging, SMS, RSS, voice and Web browsing on optimized, easy-to-use handheld
devices for a true on-the-go mobile messaging experience. Ogo was launched
by
mobile operators and Interned service providers around the world. More
information on Ogo is available at: www.ogo.com.
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act, with respect to ITAC's and IXI's
future financial or business performance, strategies and expectations.
Forward-looking statements are typically identified by words or phrases such
as
"trend", "potential", "opportunity", "pipeline", "believe", "comfortable,"
"expect", "anticipate", "current", "intention", "estimate", "position,"
"assume", "outlook", "continue", "remain", "maintain", "sustain", " seek, "
"achieve", and similar expressions, or future or conditional verbs such as
"will", " would", "should", "could", "may" and similar expressions.
For
additional information, please contact:
KCSA
Worldwide (Investor Relations)
Lee
Roth
/ Marybeth Csaby
212-896-1209
/ 1236
lroth@kcsa.com
/
mcsaby@kcsa.com
IXI
Mobile, Inc., 275 Shoreline Drive, Suite 505, Redwood City, California,
USA
http://www.ixi.com
Tel
+1.650.551.0600 Fax +1.650.551.0601, http://www.ogo.com

text:
Israel
Technology Acquisition Corp.

text: IXI Mobile

text:
Israel
Technology Acquisition Corp.

text:
IXI
Mobile

text: Israel Technology Acquisition Corp.

text: IXI Mobile

text: IXI Mobile

text:
IXI
Mobile

text: Israel Technology Acquisition Corp.

text: Israel Frieder

text:
Amit
Haller

text:
Israel
Frieder

text:
Israel Technology Acquisition
Corp.

text:
Amit
Haller

text: IXI Mobile

text:
IXI
Mobile

text: IXI Mobile

text: IXI Mobile

text: IXI Mobile

text: IXI Mobile

text: Israel Technology Acquisition Corp.

text:
IXI
Mobile


text:
EX-99.2
8
tm1921833d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
PACIFIC OAK ACQUIRES REVEN HOUSING VIA
MERGER
REVEN HOUSING REIT, INC. ACQUIRED
BY
PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
BUSINESS RELAUNCHED AS
PACIFIC OAK RESIDENTIAL TRUST, INC.
CLOSES SERIES A PREFERRED STOCK OFFERING
LOS ANGELES, CALIFORNIA, November 5, 2019
-Pacific
Oak Strategic Opportunity REIT, Inc. (formerly known as KBS Strategic Opportunity REIT, Inc.), a Maryland corporation ("SOR"),
announced today the closing of the previously announced merger of Reven Housing REIT, Inc., a Maryland corporation (the "Company"
or "Reven"), with SOR PORT, LLC, a Maryland limited liability company and an indirect, wholly-owned subsidiary of SOR,
for approximately $56.6 million in cash, or $5.13 per share of Reven common stock. At the closing of the merger, Reven became an
indirect, wholly-owned subsidiary of SOR and changed its name to "Pacific Oak Residential Trust, Inc." ("PORT").
Additionally, on November 5, 2019,
following the closing of the merger, PORT closed the previously announced offering pursuant to Rule 506(c) of Regulation D under
the Securities Act of 1933, as amended (the "Securities Act"), of newly-created 6.0% Series A Cumulative Convertible
Redeemable Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), to its former stockholders
of record who are "accredited investors" (as defined in Rule 501(a) of Regulation D under the Securities Act). The
offering of the Series A Preferred Stock expired at 5:00 p.m., Eastern Time, on October 31, 2019. At the closing of the offering,
PORT issued and sold 15,000 shares of Series A Preferred Stock, at a price of $1,000 per share of Series A Preferred Stock, for
total gross proceeds of $15 million.
"Today marks a significant step
forward in the development of Pacific Oak's residential investment business, which we will consolidate within PORT,"
said Keith Hall, Chief Executive Officer of SOR. "The Reven transaction follows on SOR's prior single-family residential
investments, including our March investment into Battery Point Trust, Inc. Collectively, these represent the first steps in maximizing
the value of our residential investments for our shareholders".
"We are particularly pleased
with the preferred stock transaction", added Peter McMillan, SOR's Chairman of the Board. "This transaction represents
a strategic investment from a new group of Chinese investors, complementing SOR's successful prior capital raise in Israel,
as well as our successful capital raises in Singapore through Keppel Pacific Oak US REIT".
Chad Carpenter, Reven's Chairman
of the Board and Chief Executive Officer, stated, "I would like to personally thank our investors, business partners and
the Reven management team for their support as we grew Reven from the ground up to a successful public company. We are delighted
to have completed the merger with SOR, which has delivered immediate and substantial cash value to all Reven stockholders".
About Pacific Oak Strategic Opportunity
REIT, Inc.
Pacific Oak Strategic Opportunity REIT,
Inc. is a non-traded Real Estate Investment Trust (REIT) designed to provide stockholders attractive total returns through the
purchase of commercial real estate and related investments offering attractive risk-adjusted returns. SOR invests across all real
asset classes, including debt, equity, and corporate investments, targeting both developed and less liquid markets.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements include,
but are not limited to, statements regarding SOR's intention to consolidation of the residential investment business within
PORT, and statements containing words such as "anticipate", "approximate", "believe", "plan,"
"estimate", "expect", "project", "could", "would", "should,"
"will", "intend", "may", "potential", "upside", and other similar expressions.
All statements in this Current Report that are not historical facts are forward-looking statements that reflect the best judgment
of the Company based upon currently available information.
Such forward-looking statements are inherently uncertain, and
stockholders and other potential investors must recognize that actual results may differ materially from the Company's expectations
as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are
based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of
which the Company is unable to predict or control, that may cause its actual results, performance or plans to differ materially
from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve
risks, uncertainties and other factors discussed below and detailed from time to time in the Company's filings with the SEC.
Risks and uncertainties related to the proposed consolidation
of the of the residential investment business within PORT include, but are not limited to, adverse effects on the Company's
stock price resulting from the announcement of the proposed consolidation, competitive responses to the announcement of the proposed
consolidation, and any changes in general economic and/or industry-specific conditions.
In addition to the factors set forth above, other factors that
may affect the Company's plans, results or stock price are set forth in its most recent Annual Report on Form 10-K and in
its subsequently filed reports on Forms 10-Q and 8-K.
Many of these factors are beyond the Company's control.
The Company cautions investors that any forward-looking statements made by it are not guarantees of future performance. The Company
disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking
statements to reflect future events or developments.
# # #

text: PACIFIC OAK

text: REVEN HOUSING

text: REVEN HOUSING REIT, INC.

text: PACIFIC OAK

text: SOR

text: Reven Housing REIT, Inc.

text: SOR

text: SOR

text: SOR

text: Pacific Oak

text: Pacific Oak

text: Keith Hall

text: SOR

text: SOR

text: SOR

text: SOR

text: Pacific Oak

text: SOR

text: SOR

text: SOR


text:
EX-99.1
3
ex99x1.htm
EXHIBIT 99.1
ex99x1.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
China XD Plastics Announces Signing of Land and Construction Project Purchase Agreement to Support Its Capacity Growth Plan
HARBIN, China, May 9, 2011
- China XD Plastics Company Limited ("China XD Plastics" or the "Company"), (Nasdaq:
CXDC
), one of the leading Chinese manufacturers engaged in the development, manufacture, and distribution of modified plastics primarily for use in automotive applications in China, today announced that its subsidiary, Harbin Xinda Macromolecule Material Co. Ltd. ("Harbin Xinda"), entered into a land use right and construction project purchase agreement (the "Agreement") to purchase the land use rights to an aggregate of 198,913.7 square meters (approximately 50 acres) located in South Harbin Industrial Park, PRC (the "Property"), and construction project currently in process on the Property, for an aggregate purchase price of RMB94.99 million (approximately U.S. $14.6 million).
The Property pertaining to the Agreement was subject to repossession by the Harbin government due to a funding shortage of its current land use owner, Harbin Shengtong Engineering Plastics Co. Ltd. ("Harbin Shengtong"). In order to further support Harbin Xinda's development, the Harbin government of Harbin Development District has facilitated the transaction and Harbin Shengtong has agreed to sell the Property to Harbin Xinda at a purchase price that is more than 20% below the appraised market value of the land.
According to the Agreement, Harbin Xinda shall pay for the Property in three installments. The first installment of RMB 35 million (approximately US$5.4 million) shall be made five (5) business days after signing of the Agreement. The second installment of RMB 41 million (approximately US$6.3 million) shall be made by June 20, 2011 and the last installment of RMB 19 million (approximately US $2.9 million) shall be made before October 30, 2011; provided that by such time Harbin Shengtong has completed the title transfer of all land use rights to Harbin Xinda.
China XD Plastics' management shall determine the construction design plans, as well as the budget, based on the existing construction project on the land, for the new plant and the new research center, and expects to submit the plans and the budget to its board of directors by the end of May 2011 for board approval.
"The signing of this land purchase agreement is a significant milestone for our long term growth strategy and a solid step towards achieving our capacity expansion plan", commented Mr. Jie Han, Chairman of China XD Plastics. "With this new asset in place, the Company will have a sufficiently expanded platform in place to realize the resource integration, equipment upgrade, and steady capacity expansion needed to fully benefit from the rapid growth of modified plastics used in automotive applications including those in the alternative energy vehicles, a key element of our long-term strategy".
About China XD Plastics Company Limited
China XD Plastics Company Limited, through its wholly owned subsidiary, Harbin Xinda Macromolecule Material ("Xinda"), develops, manufactures, and distributes modified plastics, primarily for automotive applications. The Company's specialized plastics are used in the exterior and interior trim and in the functional components of more than 60 automobile brands manufactured in China including Audi, Red Flag, Volkswagen and Mazda. The Company's wholly-owned research center is dedicated to the research and development of modified plastics, and benefits from the cooperation with well-known scientists from prestigious universities in China. As of December 31, 2010, 177 of Xinda's products have been certified for use by one or more of the automobile manufacturers in China. For more information please visit
http://www.chinaxd.net
.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company's ability to raise additional capital to finance the Company's activities; the effectiveness, profitability, and the marketability of its products; legal and regulatory risks associated with the Company's business and operations; the Company's ability to successfully expand its production capacity; the future trading of the common stock of the Company; the Company's ability to operate as a public company; the period of time for which its current liquidity will enable the Company to fund its operations; the Company's ability to protect its proprietary information; general economic and business conditions; the volatility of the Company's operating results and financial condition; the Company's ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed in the Company's filings with the Securities and Exchange Commission and available on its website at
http://www.sec.gov
. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
Contacts:
China XD Plastics Company Limited
Mr. Taylor Zhang, CFO
Phone: +1-212-747-1118 (New York)
Mr. Tienan Han, IR Manager
Phone: +86-451-8434-6600 (Harbin)
Email: cxdc@chinaxd.net
Taylor Rafferty (US):
Bryan Degnan
+1-212-889-4350
ChinaXD@
Taylor-Rafferty.com
Taylor Rafferty (HK):
Mahmoud Siddig, Managing Director
+852-3196-3712
ChinaXD@Taylor-Rafferty.com

text: Harbin Xinda

text: Harbin Shengtong

text: Harbin Shengtong

text: Harbin Xinda

text: Harbin Shengtong

text: Harbin Xinda

text: Harbin Xinda

text: Harbin Shengtong

text: Harbin Xinda

text: Jie Han

text: Taylor Zhang

text: Tienan Han

text: Mahmoud Siddig


text:
EX-99.2
3
exh992.htm
PRESS RELEASE DATED JANUARY 11, 2010.
exh992.htm
Exhibit 99.2
FOR IMMEDIATE RELEASE
MEDICAL CARE TECHNOLOGIES INC. SIGNS ASSET ACQUISITION AGREEMENT
LONDON, ENGLAND - January 11, 2010
-
Medical Care Technologies Inc. (OTCBB: MDCE)
today announced that it has reached a definitive agreement to acquire various technologies from Great Union Corporation, ("GUC")
a private Hong Kong corporation.
The Boards of Directors of both companies have unanimously approved the transaction.
Pursuant to the Agreement, and in consideration of 57,300,000 of its common stock, MDCE will acquire GUC's technologies associated with the development and maintenance of secure information systems which increase access to medical resources services, education and wellness, pharmaceutical and nutriceutical products. The
transaction is subject to customary closing conditions.
Management believes that the acquisition is a significant step in MDCE's strategy to enter into China's lucrative health care market. With life expectancy of the Chinese population gradually increasing, and as China's population becomes wealthier, patients are demanding better lifestyles and better quality care.
According to the
US World Nutraceutical Ingredients Industry,
it states that the "World demand for nutrients and minerals is projected to reach $12.6 billion in 2013, it too has predicted that China and India will emerge as the most rapidly expanding nutraceutical ingredient markets
as strong economic growth allows them to upgrade and diversify food, beverage and drug production capabilities." It also goes on to state, that "China will remain the largest worldwide producer based on its extensive fine chemicals industry and aggressive pursuit of exports".
In China alone nutriceutical sales are estimated to be worth approximately $6 billion in annual sales, according to the China Health Care Association, which is an association attached to China's Ministry of Health. Although the industry is young compared with the U.S., and about one-fourth its size, the potential for sizeable growth
is significant due to China's rapid economic growth and increasing consumer demand for natural products that promote health and overall wellness.
Patricia Traczykowski, President of MDCE goes on to state, "I am very excited for our shareholders and for the Company with our most recent acquisition. It is an acquisition which will allow us to target an expanding healthcare segment and will allow us to venture into a country like China which is full of opportunities. Our
values will be simple, using technology to provide better health. We plan to
offer affordable, standardized and secure software information systems to electronically connect Healthcare Providers, Academic Institutions, Pharmaceutical and Nutraceutical Companies, Alternative Health Industries, and Individual Consumers with healthcare information, products and services in China. Initially, we aim to generate e-management
revenues and nutraceutical and pharmaceutical product distribution revenues. Concurrent with and in addition to our main revenue streams, we hope to add to our bottom line through content licensing fees, email marketing revenues and e-commerce".
Management intends to immediately begin the process of integrating its technology, services and products into Asia once the registration of the share transfer is completed and it has obtained transfer of the assets, all as contemplated by the Asset Acquisition Agreement.
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

text: MEDICAL CARE TECHNOLOGIES INC.

text: Medical Care Technologies Inc.

text: MDCE

text: Great Union Corporation,

text: GUC

text: MDCE

text: GUC

text: MDCE

text: Patricia Traczykowski

text: MDCE

text: Medical Care Technologies Inc.

text: Medical Care Technologies Inc.

text: MDCE

text: MDCE

text: MDCE

text: MDCE

text: MDCE

text: MDCE

text: GUC

text: MDCE

text: GUC

text: GUC

text: Patricia Traczykowski

text: MDCE


text:
EX-99.1
15
snwv_ex991.htm
PRESS RELEASE ISSUED ON AUGUST 10, 2020
snwv_ex991
Exhibit 99.1
SANUWAVE HEALTH COMPLETES ACQUISITION OF
THE WOUND CARE ASSETS OF CELULARITY
CONFERENCE CALL SCHEDULED FOR WEDNESDAY 1 P.M. EDT
SUWANEE, GA, August 10, 2020 - SANUWAVE Health,
Inc. (OTCQB: SNWV) today announced that it has completed the
acquisition of the wound care assets of Celularity, consisting of
the UltraMIST® Ultrasound Healing Therapy assets and
partnership rights for Celularity's wound care biologic
products.
The funding for the acquisition consisted of a mix of funded term
debt, a seller note, and equity in the form of a private placement.
The private placement generated gross proceeds of approximately $24
million through the issuance of 119,125,000 shares of common stock
and accompanying warrants to purchase up to an equal number of
shares of common stock at a purchase price of $0.20 per share of
common stock and accompanying warrants.
The warrants will be exercisable immediately at an
exercise price of $0.25 per share and will expire three years after
the date of issuance. Over
60% of the private placement was purchased by existing investors
and insiders, and the remainder was purchased by certain healthcare
focused institutional and accredited investors.
H.C Wainwright & Co. acted as the exclusive placement agent for
the private placement. Lake Street Capital Markets acted as
financial advisor for the acquisition and the private
placement.
William Blair & Company acted as the sole placement agent of
the debt financing.
The acquisition is expected to be a transformative event for
SANUWAVE and represents a strategically and financially compelling
growth opportunity for the company. The transaction broadens
SANUWAVE's addressable market and combines two highly
complementary energy transfer technologies with two biologic skin
substitute products to create a platform of scale with an
end-to-end product offering in the advanced wound care market.
Furthermore, it uniquely positions SANUWAVE to address the entire
advanced wound care patient pathway from the initial stages of
treatment to closure. The treatment combination of the
UltraMIST® and the dermaPACE® System creates a
significant opportunity to demonstrate improved patient outcomes
over the current standard of care, initially for diabetic foot
ulcers and across all wound indications in the future.
SANUWAVE
will conduct an investor teleconference at 1:00 p.m. EDT on
Wednesday, August 12, 2020. A separate press release will be issued
providing the conference call information. More details regarding
the acquisition and the future plans will be shared and detailed on
the call.
About SANUWAVE Health, Inc.
SANUWAVE Health, Inc. (OTCQB:SNWV) (www.SANUWAVE.com)
is a shockwave technology company initially focused on the
development and commercialization of patented noninvasive,
biological response activating devices for the repair and
regeneration of skin, musculoskeletal tissue and vascular
structures. SANUWAVE's portfolio of regenerative medicine
products and product candidates activate biologic signaling and
angiogenic responses, producing new vascularization and
microcirculatory improvement, which helps restore the body's
normal healing processes and regeneration. SANUWAVE applies its
patented PACE®
technology in wound healing,
orthopedic/spine, plastic/cosmetic and cardiac conditions. Its lead
product candidate for the global wound care market,
dermaPACE®,
is US FDA cleared for the treatment of Diabetic Foot Ulcers.
The device is also CE Marked throughout Europe and has device
license approval for the treatment of the skin and subcutaneous
soft tissue in Canada, South Korea, Australia and New Zealand.
SANUWAVE researches, designs, manufactures, markets and services
its products worldwide, and believes it has demonstrated that its
technology is safe and effective in stimulating healing in chronic
conditions of the foot (plantar fasciitis) and the elbow (lateral
epicondylitis) through its U.S. Class III PMA approved
OssaTron® device,
as well as stimulating bone and chronic tendonitis regeneration in
the musculoskeletal environment through the utilization of its
OssaTron, Evotron® and
orthoPACE® devices
in Europe, Asia and Asia/Pacific. In addition, there are
license/partnership opportunities for SANUWAVE's shockwave
technology for non-medical uses, including energy, water, food and
industrial markets.
About Celularity Inc.
Celularity, headquartered in Warren, N.J., is a clinical-stage cell
therapeutics company delivering transformative allogeneic cellular
therapies derived from the postpartum human placenta. Using
proprietary technology in combination with its IMPACT™
platform, Celularity is the only company harnessing the purity and
versatility of placental-derived cells to develop and manufacture
innovative and highly scalable off-the-shelf treatments for
patients with cancer, inflammatory, infectious, and age-related
diseases. To learn more, please visit
www.celularity.com.
Forward-Looking Statements
This press release may contain "forward-looking
statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, such as statements relating to
financial results and plans for future business development
activities and are thus prospective. Forward-looking statements
include all statements that are not statements of historical fact
regarding intent, belief or current expectations of SANUWAVE
Health, Inc. (the "Company"), its directors or its
officers, including, without limitation, any statements regarding
any expected benefits of the acquisition and its impact on the
Company. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties, many of which are beyond the
Company's ability to control. Actual results may differ
materially from those projected in the forward-looking statements.
Among the key risks, assumptions and factors that may affect
operating results, performance and financial condition are risks
associated with the regulatory approval and marketing of the
Company's product candidates and products, unproven
pre-clinical and clinical development activities, regulatory
oversight, the Company's ability to manage its capital
resource issues, competition, and the other factors discussed in
detail in the Company's periodic filings with the Securities
and Exchange Commission. The Company undertakes no obligation to
update any forward-looking statement.
For additional information about the Company, visit
www.sanuwave.com
.
Contact:
Millennium
Park Capital LLC
Christopher
Wynne
312-724-7845
cwynne@mparkcm.com
SANUWAVE
Health, Inc.
Kevin
Richardson II
CEO and
Chairman of the Board
978-922-2447
investorrelations@sanuwave.com

text: SANUWAVE HEALTH

text:
SANUWAVE Health,
Inc.

text: H.C Wainwright & Co.

text: Lake Street Capital Markets

text: William Blair & Company

text: SANUWAVE Health, Inc.

text: SANUWAVE Health, Inc.

text:
SANUWAVE
Health, Inc.

text:
SANUWAVE
Health, Inc.

text:
Kevin
Richardson II


text:
EX-99.2
5
v050150_ex99-2.txt
American Technologies Group, Inc. Announces
Acquisition of Whitco Company, LP
Friday April 28, 4:00 pm ET
FORT LAUDERDALE, FL--(MARKET WIRE)--April 28, 2005 -- American Technologies
Group, Inc. (OTC BB:ATGR.OB - News) (the "Company"), announced today that it has
closed on the acquisition of certain of the assets of Whitco Company, LP, a
Texas limited partnership as authorized by an April 25, 2006 order by the U.S.
Bankruptcy Court of the Northern District of Texas (Fort Worth Division).
Whitco Company L.P.'s business consisted of the sale and distribution of
structural steel and aluminum lighting poles across the globe. Prior to closing
of the sale, Whitco Company L.P. sought protection under Chapter 11 of the
United States Bankruptcy Code, and the approval of the acquisition of its
remaining assets by the Company. The purchase price paid at closing for the
assets consisted of the issuance of 3.75 million warrants to purchase common
stock of the Company at an exercise price of $0.001 per share, the delivery of a
registration rights agreement requiring the Company to register the shares
issued upon the exercise of the Warrant, and the cancellation of certain debtor
in possession financing provided to Whitco Company, L.P. prior to the closing by
the Company. The Company has secured working capital for this new acquisition in
the form of a $500,000 credit facility with Gryphon Master Fund and affiliates
of Dallas, Texas.
This acquisition expands the Company's product line. According to Barry Ennis,
President of North Texas Steel, Inc. indicated OThe Whitco product line is a
natural extension and leverages our manufacturing capabilities without the need
for significant capital expenditures.O
About American Technologies Group, Inc.
American Technologies Group, Inc., through its wholly owned subsidiary, North
Texas Steel Company, Inc., is an American Institute of Steel Construction
certified structural steel fabrication company and provides fabrication and
detailing of structural steel components for commercial buildings, office
buildings, convention centers, sports arenas, airports, schools, churches and
bridges.
About Whitco Company, LP
Since 1969, Whitco Company has been a leading provider of light poles to
commercial and industrial markets worldwide. Whitco provides marketing expertise
and engineering knowledge to a nationwide contracted lighting representative
base as well as OEM customers.
Contact:
Media Contact:
Erin Davis
(954)764-4753
American Technologies Group, Inc.

text: American Technologies Group, Inc.

text: Whitco Company, LP

text:
American Technologies
Group, Inc.

text: Whitco Company, LP

text: Whitco Company L.P.

text: Whitco Company L.P.

text: Barry Ennis

text: American Technologies Group, Inc.

text: American Technologies Group, Inc.

text: Whitco Company, LP

text: American Technologies Group, Inc.


text:
EX-99.2
4
a16-23824_1ex99d2.htm
EX-99.2
Exhibit 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE
December 23, 2016
Media Contact:
C. Scott Hamilton
Public & Investor Relations
(303) 214 - 5563
scott.hamilton@hartehanks.com
HARTE HANKS COMPLETES SALE OF TRILLIUM BUSINESS
San Antonio, TX - Harte Hanks (NYSE: HHS), a leader in customer relationships, experiences and interaction-led marketing, today announced the closing of the sale of Trillium Software to Syncsort for $112 million in cash. The Company used the net proceeds of the sale to retire its outstanding credit facility.
Commenting on the transition, Chief Executive Officer Karen Puckett said, "We are pleased to have completed the sale of Trillium Software, which allows us to focus the business on serving chief marketing officers with a unique combination of strategy, creative, analytics and marketing execution. We continue to make progress on our revenue stability efforts around client expansion and new client additions, and in the fourth quarter, we expect to reduce our rate of revenue decline and see improving profitability. We are encouraged that the strategic changes we are making to the business are taking hold".
Harte Hanks expects to host a conference call in January to provide a review of its business, product offerings, and go to market strategy. Additional details will be provided at a later date.
About Harte Hanks:
Harte Hanks is a global marketing services firm specializing in multi-channel marketing solutions that connect our clients with their customers in powerful ways. Experts in defining, executing and optimizing the customer journey, Harte Hanks offers end-to-end marketing services including consulting, strategic assessment, data, analytics, digital, social, mobile, print, direct mail and contact center. From visionary thinking to tactical execution, Harte Hanks delivers smarter customer interactions for some of the world's leading brands. Harte Hanks 5,000+ employees are located in North America, Asia-Pacific and Europe. For more information, visit Harte Hanks at www.hartehanks.com, call 800-456-9748, email us at pr@hartehanks.com. Follow us on Twitter @hartehanks or Facebook at https://www.facebook.com/HarteHanks.
Cautionary Note Regarding Forward-Looking Statements:
This press release contains "forward-looking statements" within the meaning of U.S. federal securities laws. All such statements are qualified by this cautionary note, provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements other than historical facts are forward-looking and may be identified by words such as "may", "will", "expects", "believes", "anticipates", "plans", "estimates", "seeks", "could", "intends", or words of similar meaning. These forward-looking statements are based on current information, expectations and estimates and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results and events to vary materially from what is expressed in or indicated by the forward-looking statements. In such an event, our business, financial condition, results of operations or liquidity could be materially adversely affected and investors in our securities could lose part or all of their investments. These risks, uncertainties, assumptions and other factors include: (a) our ability to complete anticipated divestitures, financings and reorganizations; (b) our ability to successfully manage executive transitions; (c) unanticipated developments regarding litigation or other contingent liabilities; (d) the anticipated absolute and relative levels of profitability of our business for periods not yet completed; and (e) other factors discussed from time to time in our filings with the Securities and Exchange Commission, including under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended
2
December 31, 2015. The forward-looking statements in this press release are made only as of the date hereof and we undertake no obligation to update publicly any forward-looking statement, even if new information becomes available or other events occur in the future.
As used herein, "Harte Hanks" refers to Harte Hanks, Inc. and/or its applicable operating subsidiaries, as the context may require. Harte Hanks' logo and name are trademarks of Harte Hanks.
3

text: HARTE HANKS

text: Harte Hanks

text: Syncsort

text: Harte Hanks

text: Harte Hanks

text: Harte Hanks

text: Harte Hanks

text: Harte Hanks

text: Harte Hanks

text: Harte Hanks

text: Harte Hanks

text: Harte Hanks

text: Harte Hanks

text: Harte Hanks


text:
EX-99.1
2
exhibit991pressrelease.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
PRESS RELEASE
CONTACT: David Foy
Tel: (203) 458-5850
White Mountains Completes Sale of Sirius Group
HAMILTON, Bermuda, April 18, 2016. White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today that it has completed the sale of Sirius International Insurance Group, Ltd. to a subsidiary of CM International Holding Pte. Ltd., the Singapore-based investment arm of China Minsheng Investment Corp., Ltd. The gross estimated purchase price paid at the closing was $2,592 million. Approximately $160 million of this amount was used to purchase out of Sirius Group certain assets to be retained by White Mountains, including shares of OneBeacon. The transaction is estimated to result in a gain of approximately $90 to White Mountains's adjusted book value per share.
White Mountains is in a quiet period until earnings are released on May 2.
ADDITIONAL INFORMATION
White Mountains is a Bermuda-domiciled financial services holding company traded on the New York Stock Exchange and the Bermuda Stock Exchange under the symbol WTM. Additional financial information and other items of interest are available at the Company's web site located at www.whitemountains.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included or referenced in this press release which address activities, events or developments which White Mountains expects or anticipates will or may occur in the future are forward-looking statements. The words "will", "believe", "intend", "expect", "anticipate", "project", "estimate", "predict" and similar expressions are also intended to identify forward-looking statements. These forward-looking statements include, among others, statements with respect to White Mountains:
.
change in adjusted book value per share or return on equity;
.
business strategy;
.
financial and operating targets or plans;
.
incurred loss and loss adjustment expenses and the adequacy of its loss and loss adjustment expense reserves and related reinsurance;
.
projections of revenues, income (or loss), earnings (or loss) per share, dividends, market share or other financial forecasts;
.
expansion and growth of its business and operations; and
.
future capital expenditures.
These statements are based on certain assumptions and analyses made by White Mountains in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. However, whether actual results and developments will conform to its expectations and predictions is subject to a number of risks and uncertainties that could cause actual results to differ materially from expectations, including:
.
the risks that are described from time to time in White Mountains's filings with the Securities and Exchange Commission, including but not limited to White Mountains's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed February 29, 2016;
.
claims arising from catastrophic events, such as hurricanes, earthquakes, floods, fires, terrorist attacks or severe winter weather;
.
the continued availability of capital and financing;
.
general economic, market or business conditions;
.
business opportunities (or lack thereof) that may be presented to it and pursued;
.
competitive forces, including the conduct of other property and casualty insurers and reinsurers;
.
changes in domestic or foreign laws or regulations, or their interpretation, applicable to White Mountains, its competitors or its customers;
.
an economic downturn or other economic conditions adversely affecting its financial position;
.
recorded loss reserves subsequently proving to have been inadequate;
.
actions taken by ratings agencies from time to time, such as financial strength or credit ratings downgrades or placing ratings on negative watch; and
.
other factors, most of which are beyond White Mountains' control.
Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by White Mountains will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, White Mountains or its business or operations. White Mountains assumes no obligation to publicly update any such forward-looking statements, whether as a result of new information, future events or otherwise.

text: White Mountains

text: Sirius Group

text: White Mountains Insurance Group, Ltd.

text: CM International Holding Pte. Ltd.

label: fund

text: China Minsheng Investment Corp., Ltd.

override: fund

text: Sirius Group

text: White Mountains

text: OneBeacon

text: White Mountains

text: White Mountains

text: White Mountains

text: White Mountains

text: White Mountains

text: White Mountains

text: White Mountains

text: White Mountains

text: White Mountains

text: White Mountains

text: White Mountains

text: White Mountains

text: White Mountains


text:
EX-99.1
3
d738925dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
For Immediate Release
MERIDIAN BIOSCIENCE ANNOUNCES
CLOSING OF TRANSACTION TO ACQUIRE BUSINESS OF GENEPOC
CINCINNATI, OHIO June 3, 2019 (GLOBE NEWSWIRE) Meridian Bioscience, Inc. (NASDAQ: VIVO), a provider of diagnostic testing solutions and life science raw
materials, today announced it has completed its previously announced acquisition of the business of GenePOC Inc., a Quebec City, Quebec, Canada based provider of molecular diagnostic instruments and assays.
About Meridian Bioscience, Inc.
Meridian is a fully
integrated life science company that develops, manufactures, markets and distributes a broad range of innovative diagnostic products. We are dedicated to developing and delivering better solutions that give answers with speed, accuracy and
simplicity that are redefining the possibilities of life from discovery to diagnosis. Through discovery and development, we provide critical life science raw materials used in immunological and molecular tests for human, animal, plant, and
environmental applications. Through diagnosis, we provide diagnostic solutions in areas including gastrointestinal and upper respiratory infections and blood lead level testing. We build relationships and provide solutions to hospitals, reference
laboratories, research centers, veterinary testing centers, physician offices, diagnostics manufacturers, and biotech companies in more than 70 countries around the world.
Meridian's shares are traded on the NASDAQ Global Select Market, symbol VIVO. Meridian's website address is www.meridianbioscience.com.
Contact:
Jack Kenny
Chief Executive Officer
Meridian Bioscience, Inc.
Phone: 513.271.3700
Email:
mbi@meridianbioscience.com
###

text: MERIDIAN BIOSCIENCE

text: GENEPOC

text: Meridian Bioscience, Inc.

text: GenePOC Inc.

text: Meridian Bioscience, Inc.

text: Jack Kenny

text: Meridian Bioscience, Inc.


text:
EX-99.1
4
exhibit99-1.htm
PRESS RELEASE OF BALDWIN TECHNOLOGY COMPANY, INC.
Exhibit 99.1
Forsyth Capital Completes Acquisition
of Baldwin
Boca Raton, FL, March 20, 2012 -
Baldwin Technology Company, Inc. (NYSE AMEX: BLD), a global leader in process
automation technology for the print media industry, reported that the
transaction previously announced on December 23, 2011 was completed today, and
Baldwin has been acquired by Forsyth Baldwin, LLC, an entity owned by Forsyth
Capital Investors, LLC. Baldwin will be delisted from the NYSE Amex and its
securities will no longer be registered.
Baldwin's stockholders will receive
$0.96 in cash for each share of Baldwin Class A or Class B Common Stock. Letters
of Transmittal will be sent by the Exchange Agent this week to each stockholder
of record with instructions to follow in sending in their stock certificates in
exchange for the cash consideration. Beneficial owners will receive cash in
their brokerage accounts. For any questions regarding procedures related to the
exchange of Baldwin stock, stockholders may contact Helen Oster at 203 402 1004.
About Baldwin Technology Company,
Inc.
Baldwin Technology Company, Inc. is
a leading international supplier of process automation equipment and related
consumables for the print media industry. Baldwin offers its customers a broad
range of market-leading technologies, products and systems that enhance the
quality of printed products and improve the economic and environmental
efficiency of the printing process. Headquartered in Boca Raton, Florida, the
company has operations strategically located in the major print media markets
and distributes its products via a global sales and service infrastructure.
Baldwin's technology and products include cleaning systems, fluid management and
ink control systems, web press protection systems, drying and curing systems and
related consumables. For more information, visit: www.baldwintech.com.
About Forsyth Capital Investors,
LLC
Forsyth Capital Investors is a St. Louis-based investment firm focused on
making long-term investments in middle-market companies operating in the capital
equipment and component manufacturing and insurance services sectors. Forsyth
Capital's investment approach offers a balanced blend of private equity
fundamentals and significant operational expertise made possible by its
strategic relationship with Barry-Wehmiller Companies, Inc., a diversified
capital equipment manufacturer. Because of its unique relationship with an
active operating company, Forsyth Capital Investors offers many of the
value-added resources of a strategic partner, while maintaining the
entrepreneurial spirit and autonomy of the portfolio company's leadership team.
For more information, visit www.forsythcapital.com.
Contact: Helen P. Oster, Tel: 203 402
1004, email: helen.oster@baldwintech.com

text: BALDWIN

text: Forsyth Capital

text: Baldwin

text: Baldwin

text: Baldwin

text: Forsyth Baldwin, LLC

text:
Forsyth
Capital Investors, LLC

text: Baldwin

text: Baldwin

text: Baldwin

text: Baldwin

text: Baldwin

text: Baldwin

text: Baldwin

text: Baldwin

text:
Forsyth Capital Investors,
LLC

text:
Forsyth
Capital


text:
EX-99.1
4
d553231dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Northern Oil and Gas, Inc. Announces Closing of Pivotal Petroleum Partners Acquisition
MINNEAPOLIS, MINNESOTA - September 18, 2018 - Northern Oil and Gas, Inc. (NYSE American: NOG) today announced that it has closed on
the previously announced Pivotal Petroleum Partners acquisition.
MANAGEMENT COMMENT
"Closing this highly accretive acquisition will drive free cash flow generation and strengthen our production base", commented Northern's Chief
Executive Officer, Brandon Elliott. "This transaction serves to benefit all stakeholders by simultaneously growing cash flow per share and improving our credit metrics".
ACQUISITION
Northern closed the previously announced
Pivotal Petroleum Partners acquisition with a combination of cash and stock. Information regarding this previously announced acquisition can be found at:
http://ir.northernoil.com/news-releases/news-release-details/northern-oil-and-gas-inc-announces-accretive-acquisition-cash.
ABOUT NORTHERN OIL AND GAS
Northern Oil and
Gas, Inc. is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana.
More information about Northern Oil and Gas, Inc. can be found at
www.NorthernOil.com
.
SAFE HARBOR
This press release contains forward-looking
statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). All
statements other than statements of historical facts included in this release regarding the Company's financial condition and results of operations, business strategy, plans and objectives of management for future operations, industry
conditions, indebtedness covenant compliance, timing and benefits of pending acquisitions, and related issuances of common stock are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms
or phrases such as "estimate", "project", "predict", "believe", "expect", "continue", "anticipate", "target", "could", "plan", "intend,"
"seek", "goal", "will", "should", "may" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or
potential future production and sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company's control) that could
cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on the Company's current
properties and properties pending acquisition, the Company's ability to acquire additional development opportunities, changes in the Company's reserves estimates or the value thereof, general economic or industry conditions, nationally
and/or in the communities in which the Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, the Company's ability to consummate any pending
acquisition transactions, other risks and uncertainties related to the closing of pending acquisition transactions, the Company's ability to raise or access capital, changes in accounting principles, policies or guidelines, financial or
political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting the Company's operations, products, services and prices. Additional information concerning potential
factors that could affect future financial results is included in our Annual Report on Form
10-K
for the fiscal year ended December 31, 2017, as updated from time to time in amendments and subsequent
reports filed with the SEC.
The Company has based these forward-looking statements on its current expectations and assumptions about
future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are
difficult to predict and many of which are beyond the Company's control. The Company does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.
CONTACT:
Nicholas O'Grady
Chief Financial Officer
(952)
476-9800
ir@northernoil.com
Source: Northern Oil and Gas, Inc.

text: Northern Oil and Gas, Inc.

text: Pivotal Petroleum Partners

text: Northern Oil and Gas, Inc.

text: Pivotal Petroleum Partners

text: Northern

text: Northern

text: Pivotal Petroleum Partners

text:
Northern Oil and
Gas, Inc.

text: Northern Oil and Gas, Inc.

text: Northern Oil and Gas, Inc.


text:
EX-99.1
3
d66818dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Tilray, Inc. Completes Merger With Privateer Holdings, Inc.
December 13, 2019
NANAIMO, British Columbia-(BUSINESS
WIRE)-Dec. 13, 2019- Tilray, Inc. (" Tilray" or the "Company") (Nasdaq:TLRY), a global pioneer in cannabis research, cultivation, production and distribution, today announced that the merger with Privateer Holdings,
Inc. ("Privateer"), closed on December 12, 2019.
Mark Castaneda, Chief Financial Officer of Tilray, said: "We appreciate the long-term
confidence that Privateer has in the Tilray business and we look forward to having their investors as part of our stockholder base. We believe this transaction will give Tilray greater control and operating flexibility, while allowing us to
effectively manage our public float".
Pursuant to the merger, all of Privateer's capital stock outstanding immediately prior to the effective
time of the merger (excluding certain shares) were cancelled and automatically converted solely into the right to receive the applicable portion of an aggregate shares of Tilray Class 2 common stock and shares of Tilray Class 1 common
stock (inclusive of shares of Tilray Class 2 common stock held in escrow for contingent release to Privateer's stockholders) issuable as consideration in merger. Tilray did not pay any cash consideration in connection with the merger.
As previously disclosed, each Privateer equity holder who received the shares of Tilray stock in the merger is subject to a
lock-up
allowing for the sale of such shares only under certain circumstances over a
two-year
period. During the first year following the closing of the merger, shares
will be released only pursuant to certain offerings or sales arranged by and at the discretion of Tilray. At the end of the first year, to the extent not already released at Tilray's discretion as a result of the aforementioned offerings or
sales, 50 percent of the total shares subject to the
lock-up
will be released. Over the course of the second year following closing, the remaining shares will be subject to a staggered release in four
equal quarterly increments.
About Tilray
®
Tilray is a global pioneer in the research, cultivation, production and distribution of cannabis and cannabinoids currently serving tens of thousands of
patients and consumers in 13 countries spanning five continents.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and
"forward- looking information" within the meaning of Canadian securities laws, or collectively, forward-looking statements. Forward-looking statements in this press release may be identified by the use of words such as, "may",
"would", "could", "will", "likely", "expect", "anticipate", "believe, "intend", "plan", "forecast", "project", "estimate",
"outlook" and other similar expressions and includes statements regarding future sales of Tilray stock. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of
management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including assumptions
in respect of current and future market conditions, the current and future regulatory environment and future approvals and permits. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any
forward-looking statements in this press release, and, accordingly, you should not place undue reliance on any such forward-looking statements and they are not guarantees of future results. Please see the heading "Risk Factors" in
Tilray's Quarterly Report on Form
10-Q,
which was filed with the Securities and Exchange Commission on November 13, 2019, for a discussion of the material risk factors that could cause actual results
to differ materially from the forward-looking information. Tilray does not undertake to update any forward-looking statements that are included herein, except in accordance with applicable securities laws.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20191213005056/en
/
Source: Tilray, Inc.
Media: Chrissy Roebuck,
+1-833-206-8161,
news@tilray.com
Investors: Rachel Perkins,
+1-646-277-1221,
rachel.perkins@icrinc.com

text: Tilray, Inc.

text: Privateer Holdings, Inc.

text: Tilray, Inc.

text:
Privateer Holdings,
Inc.

text: Mark Castaneda

text: Tilray, Inc.


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
News Release
For Immediate Release
For Further Information, Contact:
June 25, 2007
George Lancaster, Hines
713/966-7676
George_lancaster@hines.com
HINES REIT ACQUIRES SEATTLE DESIGN CENTER
(SEATTLE, WASHINGTON) - The Seattle office of Hines, the international real estate firm, announced
today that Hines REIT has acquired the Seattle Design Center (SDC) located at 5701 Sixth Avenue
South. The two-building complex is in the growing Georgetown neighborhood, just minutes from
downtown Seattle. The complex was purchased from Bay West Seattle, LLC, on behalf of Hines Real
Estate Investment Trust, Inc. (Hines REIT). Bay West was represented in the sale by Pacific Real
Estate Partners, Inc. (PREP). Hines represented Hines REIT. Hines is the sponsor of Hines REIT,
and is responsible for the management and leasing of its assets.
Designed by Kenneth D. Long & Associates, SDC is comprised of two distinctive buildings
totaling 390,684 rentable square feet, each featuring a light-enhancing atrium and connected by a
glass-enclosed bridge. The two-story, 130,165-square-foot Atrium Building was constructed in 1973,
and the five-story, 260,519-square-foot Plaza Building was built 10 years later. The Plaza
Building's upper floors, primarily office space, offer views of the Seattle skyline and Mount
Rainier. The complex contains 275 parking spaces in a two-level, underground garage within the
Plaza Building. The Atrium Building offers 125 open parking spaces.
At 90 percent leased, SDC contains a mixture of 70 showrooms, 15 designer offices, and
approximately 80,000 square feet of mainstream office tenants including the corporate headquarters
of specialty retailer Sur La Table. The showrooms represent more than 1,500 manufacturers from
around the world as well as local artisans from the Northwest.
"Hines has been active in the Seattle market for more than two decades, and we are pleased to
add this successful project to our asset mix", said Hines Senior Vice President Colin Shepherd.
"The Seattle Design Center is a unique acquisition for us as one of only 20 design centers in the
U.S., and the only full-service design center in the Pacific Northwest serving professional
interior designers, architects and their clients".
"We think that the acquisition of the Seattle Design Center will further enhance the Hines
REIT portfolio in Seattle where we believe the long-term demographic trends to be very attractive,"
said Charles Hazen, president of Hines REIT.
Hines REIT is a Houston-based public real estate investment trust sponsored by Hines. Hines
REIT commenced operations in November 2004 and primarily invests in institutional-quality office
properties located in the United States. Including this acquisition, Hines REIT currently owns
interests in 32 office properties located in 20 cities throughout the United States and one
mixed-use office and retail complex in Toronto, Canada. For additional information about Hines
REIT, please see
www.hinesreit.com
.
Hines is a fully integrated real estate investment and management firm that has been investing
in real estate and providing acquisition, development, financing, property management, leasing or
disposition services for over 50 years. With offices in 67 U.S. cities and 15 foreign countries,
and controlled assets valued at approximately $16 billion, Hines is one of the largest real estate
organizations in the world. Access
www.hines.com
for more information on Hines.
Statements in this news release, including but not limited to those relating to intentions,
beliefs, expectations, projections, plans or predictions, including effects and results of the
acquisition and other statements that are not historical facts are forward looking statements that
are based on current expectations and assumptions that may prove incorrect or inaccurate.
Important factors that could cause actual results to differ materially from those in the forward
looking statements include risks associated with property acquisitions, changes in general economic
and real estate market conditions, interest rate fluctuations, competition, dependence on tenants'
financial condition, dependence on Hines and other risks described in the "Risk Factors" section of
Hines REIT's Registration Statement on Form S-11 and its other filings with the Securities and
Exchange Commission.
-30-

text: Hines

text: HINES REIT

text: SEATTLE DESIGN CENTER

text: Hines

text: Hines REIT

text: Seattle Design Center

text: Bay West Seattle, LLC

text: Hines

text: Hines REIT

text:
Pacific Real
Estate Partners, Inc.

text: Hines

text: Hines REIT

text: Hines

text: Hines REIT

text: Hines

text: Hines

text: Seattle Design Center

text: Seattle Design Center

text:
Hines
REIT

text: Charles Hazen

text: Hines REIT

text: Hines REIT

text: Hines

text:
Hines
REIT

text: Hines REIT

text:
Hines
REIT

text: Hines

text: Hines

text: Hines

text: Hines

text: Hines REIT


text:
EX-99.1
5
v474841_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Swift Transportation
Stockholders Approve Proposed Merger With Knight Transportation
PHOENIX-(BUSINESS WIRE)-Swift
Transportation Company (NYSE: SWFT) ("Swift") today announced that its stockholders approved its merger with Knight
Transportation, Inc. (NYSE: KNX) ("Knight") at a special meeting of Swift stockholders held earlier today. Swift stockholders
approved all proposals put forward at the special meeting.
As previously announced, on April 9,
2017, Swift and Knight entered into a merger agreement (the "Merger Agreement"), pursuant to which they agreed to a
combination transaction after which their respective businesses will be operated separately under a single combined company. The
combined company will be named Knight-Swift Transportation Holdings Inc. ("Knight-Swift") and will trade under the
ticker "KNX." Under the terms of the Merger Agreement, each Swift share will convert into 0.72 shares of Knight-Swift
by means of a reverse stock split and each share of Knight will be exchanged for one Knight-Swift share.
Swift expects the merger to close tomorrow,
September 8, 2017.
Morgan Stanley & Co. LLC served as
financial advisor to Swift. Kirkland & Ellis LLP served as legal advisor to Swift.
About Swift Transportation Company
Swift Transportation originated and is
based in Phoenix, Arizona, and operates a tractor fleet of approximately 18,500 units driven by company and owner-operator drivers.
The company operates more than 40 major terminals positioned near major freight centers and traffic lanes in the United States
and Mexico. Swift offers customers the opportunity for "one-stop shopping" for their truckload transportation needs
through a broad spectrum of services and equipment. Swift's extensive suite of services includes general, dedicated and cross-border
U.S./Mexico/Canada service, temperature-controlled, flatbed and specialized trailers, in addition to rail intermodal and non-asset
based freight brokerage and logistics management services, making it an attractive choice for a broad array of customers.
Cautionary Statement Regarding Forward-Looking
Information
This press release contains "forward-looking
statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected
future business and financial performance and financial condition, and often contain words such as "expect", "anticipate,"
"intend", "plan", "believe", "seek", "see", "will", "would,"
"target", similar expressions, and variations or negatives of these words. Forward-looking statements by their nature
address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction
and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed
transaction or to make or take any filing or other action required to consummate such transaction in a timely matter or at all,
are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference
include, but are not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, including anticipated
tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and
growth of Knight-Swift's operations and other conditions to the completion of the merger, (ii) the ability of Knight and
Swift to operate the business successfully and to achieve anticipated synergies, (iii) potential litigation relating to the proposed
transaction that could be instituted against Knight, Swift or their respective directors, (iv) the risk that disruptions from the
proposed transaction will harm Knight's or Swift's business, including current plans and operations, (v) the ability
of Knight and Swift to retain and hire key personnel, (vi) potential adverse reactions or changes to business relationships resulting
from the completion of the merger, (vii) uncertainty as to the long-term value of Knight-Swift's common stock, (viii) continued
availability of capital and financing and rating agency actions, (ix) legislative, regulatory and economic developments, and (x)
unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities,
as well as management's response to any of the aforementioned factors. These risks, as well as other risks associated with
the proposed merger, are more fully discussed in the joint proxy statement/prospectus that is included in the registration statement
on Form S-4 filed with the Securities and Exchange Commission ("SEC") in connection with the merger. While the list
of factors presented here is, and the list of factors presented in the registration statement on Form S-4 are, considered representative,
no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results
as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect
on Knight's, Swift's, and Knight-Swift's financial condition, results of operations, credit rating or liquidity.
Neither Knight nor Swift assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether
as a result of new information, future developments or otherwise, should circumstances change, and any such obligation is specifically
disclaimed, except as otherwise required by securities and other applicable laws.
Contacts
Swift Transportation Company
Taylor Varley, 602-269-9700
Vice President of Finance
or
Ginnie Henkels, 602-269-9700
Executive Vice President and Chief Financial Officer

text: Swift Transportation

text: Knight Transportation

text:
Swift
Transportation Company

text: Swift

text:
Knight
Transportation, Inc.

text: Knight

text: Swift

text: Swift

text: Swift

text: Knight

text: Swift

text: Knight

text: Swift

text: Morgan Stanley & Co. LLC

text: Swift

text: Kirkland & Ellis LLP

text: Swift

text: Swift Transportation Company

text: Swift Transportation

text: Swift

text: Swift

text: Knight

text: Swift

text: Knight

text: Swift

text: Knight

text: Swift

text: Knight

text: Swift

text: Knight

text: Swift

text: Knight

text: Swift

text: Swift Transportation Company