text:
EX-99.1
2
a06-1137_1ex99d1.htm
EXHIBIT 99
Exhibit 99.1
news
release
Media
Contact
Michelle
Guswiler
Senior
Vice President
630.468.4760
Investor Contact
John
Springer
Vice
President
Investor
Relations
630.468.4797
FOR IMMEDIATE RELEASE
SIRVA
COMPLETES SALE OF TRANSGUARD INSURANCE GROUP
CHICAGO, January 5, 2006 - SIRVA, Inc. (NYSE: SIR), a global
relocation services provider, announced today it has completed the sale of
Transguard Insurance Company of America, Inc., National Association of
Independent Truckers, L.L.C. (NAIT), Vanguard Insurance Agency, Inc., and
other related companies of its U.S. insurance services group to IAT Reinsurance
Company Ltd. The transaction was
previously announced on September 21, 2005. Further details of the transaction are
included in an 8-K filed today with the SEC.
The sale of Transguard enables SIRVA to further sharpen its focus on
its core Relocation Services business.
About SIRVA, Inc.
SIRVA, Inc. is a leader in providing relocation solutions to a
well-established and diverse customer base around the world. The company is the leading global provider
that can handle all aspects of relocations end-to-end within its own network,
including home purchase and home sale services, household goods moving,
mortgage services and insurance. SIRVA
conducts more than 365,000 relocations per year, transferring corporate and
government employees
- more -
and moving individual consumers.
The company operates in more than 40 countries with approximately 6,000
employees and an extensive network of agents and other service providers. SIRVA's well-recognized brands include
Allied, northAmerican, Global, and SIRVA Relocation in North America;
Pickfords, Huet International, Kungsholms, ADAM, Majortrans, Allied Arthur
Pierre, Rettenmayer, and Allied Varekamp in Europe; and Allied Pickfords in the
Asia Pacific region. More information
about SIRVA can be found on the company's Web site at
www.sirva.com
.
About IAT Reinsurance Company Ltd.
IAT
Re, a privately held Bermuda domiciled reinsurer, with corporate offices in
Raleigh, NC was founded in 1986, and at Sept 30, 2005 had capital and surplus
of approximately $950 million. IAT Re writes property and casualty reinsurance
and is a direct writer of property and casualty insurance in the U.S. through
its wholly-owned subsidiaries Harco National Insurance Company, Occidental Fire &
Casualty Company of North Carolina, Wilshire Insurance Company, Acceptance
Indemnity Insurance Company and Acceptance Casualty Insurance Company. IAT Re
and all of its insurance subsidiaries are rated A- (Excellent) by A.M.
Best Company.
Forward-Looking Statements
This release includes forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are not
historical, but are made based on management's current expectations and beliefs
concerning future developments and their potential effects upon SIRVA, Inc.
and its subsidiaries. There can be no
assurance that future developments affecting us will be those anticipated by
management. These forward-looking
statements are not a guarantee of future performance and involve risks,
uncertainties and other factors, including without limitation those described
under the caption "Business Risks" and other risks described in our 2004 Annual
Report on Form 10-K and other reports we file with the Securities
2
and Exchange Commission from time to time. We do not intend, and are under no
obligation, to update any particular forward-looking statement included in this
release.
# # #
3

text:
John
Springer

text: SIRVA

text: SIRVA, Inc.

text: Vanguard Insurance Agency, Inc.

text:
IAT Reinsurance
Company Ltd.

text: Transguard

text: SIRVA

text: SIRVA, Inc.

text: SIRVA, Inc.

text: SIRVA

text: SIRVA

text: SIRVA

text: SIRVA

text: IAT Reinsurance Company Ltd.

text: SIRVA, Inc.


dataset: buster

text:
EX-99
2
newsrelease.htm
PRESS RELEASE
Xcerra Announces the Completion of the Sale of the Interface Board Business
EXHIBIT 99.1
Xcerra Announces the Completion of the Sale of the Interface Board Business
NORWOOD, Mass., Dec. 1, 2015 (GLOBE NEWSWIRE) -- Xcerra Corporation (Nasdaq:XCRA) today announced that on November 30, 2015 the Company completed the previously announced sale and transfer of its semiconductor test interface board business based in Santa Clara, CA ("Interface Board Business") to Fastprint Hong Kong Co., Ltd., Fastprint Technology (U.S.) LLC, and Fasttest Technology Inc. (collectively "Fastprint").
The purchase and sale of the assets and certain liabilities exclusively and primarily related to Xcerra's Interface Board Business, along with the transfer of the employees associated with that business, was for a purchase price of $23 million (plus amounts consisting of the accrued and unpaid vacation of certain U.S. employees transferring to Fastprint and certain other assumed liabilities, collectively, the "Purchase Price"), $2.3 million of which is payable upon the first anniversary of the closing of the transaction subject to claims for indemnification by Fastprint, if any, prior to that time.
Xcerra will continue to offer integrated test cell solutions by offering expanded interface board services on a global basis to its customers through a preferred supplier agreement with Fastprint.
About Xcerra
Xcerra Corporation is comprised of four businesses in the semiconductor and electronics manufacturing test markets: atg-Luther & Maelzer, Everett Charles Technologies, LTX-Credence and Multitest. The combination of these businesses creates a company with a broad spectrum of semiconductor and PCB test expertise that drives innovative new products and services, and the ability to deliver to customers fully integrated semiconductor test cell solutions. The Company addresses the broad, divergent requirements of the mobility, industrial, automotive and consumer end markets, offering a comprehensive portfolio of solutions and technologies, and a global network of strategically deployed applications and support resources. Additional information can be found at
www.xcerra.com
or at each product group's website;
www.atg-lm.com
,
www.ectinfo.com
,
www.ltxc.com
and
www.multitest.com
.
Xcerra is a trademark of Xcerra Corporation.
All other trademarks are the property of their respective owners.
CONTACT: Investor Contact:
Richard Yerganian,
Vice President, Investor Relations
Xcerra Corporation
Tel. 781.467.5063
Email rich.yerganian@xcerra.com

label: organization

text: Xcerra

text: Xcerra

text: Xcerra Corporation

text: Fastprint Hong Kong Co., Ltd.

text: Fastprint Technology (U.S.) LLC

text: Fasttest Technology Inc.

text: Xcerra

text: Xcerra

text: Xcerra

text: Xcerra Corporation

text: Xcerra

text: Xcerra Corporation

label: person

text: Richard Yerganian

text: Xcerra Corporation

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
v304749_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
For Immediate Release
News Announcement
COUNSEL RB CAPITAL
ADDS INTERNAL AUCTION CAPABILITY WITH PURCHASE OF INDUSTRY LEADER, HERITAGE GLOBAL PARTNERS
WHITE PLAINS, NY, and TORONTO, CANADA,
February 29, 2012 - Counsel RB Capital Inc. (OTCQB: CRBN) ("Counsel RB" or the "Company"), a leader
in distressed and surplus capital asset transactions, today announced that it has completed the acquisition of Heritage Global
Partners, Inc.,
(http://www.hgpauction.com/)
a leading, full-service, global auction and asset advisory firm managed by
Ross and Kirk Dove. The Doves bring over a half century of worldwide auction industry experience and expertise to Counsel RB,
which includes managing more than 4,000 industrial auctions in 30 countries throughout their respective careers. Consideration
for the transaction included a combination of cash, notes and equity in CRBN in the form of shares, plus options. Specific terms
of the agreement were not disclosed.
Counsel RB Co-CEO Jonathan Reich stated,
"As a fast-growing, emerging leader in the asset liquidation sector we are always looking to add value-added offerings to
our suite of services. Partnering with Ross and Kirk and the talented team at Heritage Global Partners is a very important milestone
and logical next step as we continue building Counsel RB into a diversified and scalable full-service organization that can successfully
meet the needs of our expanding client base. We are very excited about launching this turnkey in-house auction capability and
adding decades of relevant industry experience to our senior management team. Kirk and Ross also bring a wealth of key global
industry relationships to Counsel RB and we welcome them and the additional key executives of Heritage's experienced group
of associates to the Counsel RB family".
Heritage Global Partners Managing Partner
Ross Dove stated, "Kirk and I have known and worked with Adam and Jonathan Reich on a number of transactions over the past
decade. We have the utmost respect for their strong and consistent track record in the distressed and surplus assets space and
are delighted to be a part of what they have been building in recent years at Counsel RB. With a vested interest in the Company's
future performance, we look forward to contributing to Counsel RB's growth and success for years to come".
"Having partnered and collaborated
with Ross, Kirk and the Heritage team on several successful recent transactions, including the BP Solar and Solyndra dispositions,
we agreed that acquiring their company's assets, including two California-based offices, and bringing their auction business
in-house at Counsel RB would be a win-win for both organizations", added Counsel RB Co-CEO Adam Reich. "This important
capability should enable us to grow even faster and in what we expect will be a more profitable trajectory as this additional
service makes us a much more formidable competitor and a more valuable partner to our industry peers", he concluded.
About Counsel RB Capital
(www.counselrb.com)
Counsel RB Capital Inc. (OTCQB: CRBN)
is a value-driven, innovative leader in distressed and surplus capital asset transactions. The Company focuses on identifying,
acquiring and monetizing distressed and surplus capital assets. It specializes in acquiring turnkey manufacturing facilities,
surplus industrial machinery and equipment, industrial inventories, accounts receivable portfolios and related intellectual property.
Forward-Looking Statements
The statements made in this release
that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other
than statements of historical facts, which address the Company's expectations, should be considered as forward-looking statements.
Such statements are based on knowledge of the environment in which the Company currently operates, but because of the factors
listed herein, as well as other factors beyond the Company's control, actual results may differ materially from the expectations
expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results
include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in the Company's securities
and other regulatory filings.
Counsel RB Capital
Inc., 1 Toronto Street, Suite 700, P.O. Box 3, Toronto, Ontario M5C 2V6
Voice 416-866-3000
Fax: 416-866-3061
Contact:
Stephen A. Weintraub
Robert Rinderman or Joseph Jaffoni
Executive Vice President, Secretary & CFO
Jaffoni & Collins Inc.
sweintraub@counselrb.com
or 416/866-3058
CRBN@jcir.com
or 212/835-8500
###

text: COUNSEL RB CAPITAL

override: organization

text: Counsel RB Capital Inc.

text:
Heritage Global
Partners, Inc.

text: Counsel RB Capital

text: Counsel RB Capital Inc.

text:
Counsel RB Capital
Inc.


text:
EX-99.1
4
b64721ncexv99w1.htm
EX-99.1 PRESS RELEASE DATED MARCH 27, 2007
exv99w1
News Release
From Nuance Communications, Inc.
Contacts:
For Investors and Press
For Press
Richard Mack
Erica Hill
Nuance Communications, Inc.
Nuance Communications, Inc.
Tel: (781) 565-5000
Tel: (781) 565-5000
Email: richard.mack@nuance.com
Email: erica.hill@nuance.com
Nuance Closes Acquisition of Focus Infomatics
BURLINGTON, Mass., March 27, 2007
- Nuance Communications, Inc. (NASDAQ: NUAN), a leading
provider of speech solutions, announced that it has closed its acquisition of Focus Infomatics,
Inc. The acquisition expands Nuance's ability to deliver Web-based speech recognition editing
services and significantly accelerates Nuance's strategy to automate manual transcription in
healthcare, where an estimated $15 billion is spent worldwide each year.
Focus' proven technology and services portfolio, in conjunction with Nuance's Dictaphone
®
iChart
®
Web-based transcription solutions, will ensure the most efficient and scalable Internet delivery of
automated transcription as a service. This acquisition provides Nuance and its Dictaphone iChart
Preferred Service Providers with additional infrastructure and capacity to achieve high levels of
accuracy, reliability and scale in an extremely fertile market.
Focus Infomatics brings customer relationships with some of the United States' largest healthcare
organizations such as Ardent Healthcare and Brigham and Women's Hospital. Focus' practices have
garnered the industry's highest customer satisfaction as evidenced by its 2006 Best in KLAS
®
ranking by KLAS Enterprises, an independent organization that monitors performance of healthcare
vendors worldwide.
In connection with the acquisition of Focus Infomatics and in accordance with NASDAQ Marketplace
Rule 4350, Nuance will grant 185,367 shares of its common stock, in the form of stand-alone
restricted stock units, as an inducement material to 61 individuals entering into employment
arrangements with Nuance. The restricted stock units will be granted upon the approval of the
Compensation Committee of Nuance's Board of Directors, and vest over a three year period, subject
to acceleration upon the achievement of certain performance targets.
Nuance Communications, Inc.
Nuance (NASDAQ: NUAN) is a leading provider of speech and imaging solutions for businesses and
consumers around the world. Its technologies, applications and services make the user
experience more compelling by transforming the way people interact with information and how
they create, share and use documents. Every day, millions of users and thousands of businesses
experience Nuance's proven applications. For more information, please visit
nuance.com.
Nuance, the Nuance logo, iChart, and Dictaphone are trademarks or registered trademarks of Nuance
Communications, Inc. or its affiliates in the United States and/or other countries. All other
company names or product names may be the trademarks of their respective owners.
-more-
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this press release regarding the transaction between Nuance and Focus Infomatics,
benefits and synergies of the transaction, future opportunities for the combined company, Nuance's
strategy to automate manual transcription in healthcare, anticipated growth in the healthcare
transcription market constitute and any other statements about Nuance or Focus Infomatics'
managements' future expectations, beliefs, goals, plans or prospects constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any
statements that are not statements of historical fact (including statements containing the words
"believes", "plans", "anticipates", "expects", estimates and similar expressions) should also be
considered to be forward looking statements. There are a number of important factors that could
cause actual results or events to differ materially from those indicated by such forward looking
statements, including: the ability of Nuance to successfully continue Focus Infomatics' operations;
the ability to realize anticipated synergies and cost savings; the failure to retain customers; and
the other factors described in Nuance's Annual Report on Form 10 K/A for the year ended September
30, 2006. Nuance disclaims any intention or obligation to update any forward looking statements as
a result of developments occurring after the date of this document.

text: Nuance Communications, Inc

text: Nuance Communications, Inc

text: Nuance Communications, Inc

text: Nuance

text: Focus Infomatics

text: Nuance Communications, Inc

text:
Focus Infomatics,
Inc.

text: Nuance

text: Nuance

text: Nuance

text: Nuance

text: Focus Infomatics

text: Focus Infomatics

text: Nuance

text: Nuance

text: Nuance

text: Nuance Communications, Inc

text: Nuance

text: Nuance

text: Nuance

text: Nuance

text:
Nuance
Communications, Inc

text: Nuance

text: Focus Infomatics

text: Nuance

text: Nuance

text: Focus Infomatics

text: Nuance

text: Focus Infomatics

text: Nuance

text: Nuance


text:
EX-99.1
2
exhibit991120711.htm
EXHIBIT 99.1 12.07.11
Exhibit 99.1 12.07.11
Exhibit 99.1
For Information
James R. Edwards
303-837-2444
FOR IMMEDIATE RELEASE
SM ENERGY ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED
NON-OPERATED EAGLE FORD CARRY AGREEMENT
DENVER, CO December 5, 2011 - SM Energy Company (NYSE: SM) today announces the closing of the previously announced Acquisition and Development Agreement (the "ADA") related to SM Energy's conveyance to Mitsui E&P Texas L.P. ("Mitsui"), a wholly owned subsidiary of Mitsui & Co., Ltd., of a 12.5% working interest in its non-operated Eagle Ford shale acreage position. SM Energy will retain a working interest of approximately 14.5% in these properties. The ADA provides that SM Energy will be carried for 90% of certain drilling and completion costs, until Mitsui has expended $680 million for the Company's benefit. The Company expects the carry amount will be expended in approximately four years. Additionally, Mitsui reimbursed SM Energy a total of approximately $101 million at closing. Of this amount, approximately $73 million represents reimbursement for capital and operating expense outlays, net of revenues, for the period between the effective date of March 1, 2011, and the closing date. This reimbursement amount will be applied to the remaining 10% of SM Energy's non-operated Eagle Ford shale drilling and completion costs, effectively carrying the Company 100% until this reimbursement amount is exhausted. The remainder of the reimbursement amount represents 50% of SM Energy's investment in related mid-stream assets, in which Mitsui has also acquired a 12.5% interest. The carry amount and the reimbursement amounts are subject to post-closing adjustments, which the Company expects to be completed within 180 days of closing.
ABOUT THE COMPANY
SM Energy Company is an independent energy company engaged in the exploration, exploitation, development, acquisition, and production of natural gas, natural gas liquids, and crude oil. SM Energy routinely posts important information about the Company on its website. For more information about SM Energy, please visit its website at www.sm-energy.com.

text: SM ENERGY

text: SM Energy

text: SM Energy

text: Mitsui E&P Texas L.P.

text: Mitsui

text: Mitsui

text: SM Energy

text: SM Energy

text: Mitsui

text: Mitsui

text: SM Energy

text: SM Energy

text: SM Energy

text: Mitsui

text: SM Energy

text: SM Energy

text: SM Energy


text:
EX-99
2
propertysale22305final.htm
PUBC realizes 78% return on property sale
Company to use proceeds to launch major public relations campaign
LAS VEGAS, February 23, 2005 --
Public Company Management Corporation (OTC BB:
PUBC
-
News
) announced that it has completed the sale of one of its Las Vegas real estate holdings for $315,000. The property was purchased in January 2003 for $177,000, returning $138,000, or 78%, in just two years.
"We plan to use the proceeds from this real estate transaction, which is completely unrelated to our core business, to launch a public relations campaign. This campaign is being designed to dramatically increase our visibility to many more potential clients as well as a much larger segment of the general public and the investment community. This interactive public relations campaign should help us continue to grow our customer base and hopefully, boost shareholder value through a truer valuation", says Stephen Brock, Chief Executive Officer of Public Company Management Corporation.
"Our trailing twelve month EPS is $0.146. With the current stock price of $0.93 per share, our Price/Earnings ratio is only 6.3, compared to the S&P 500 average of 20.81. We understand a fair valuation in the marketplace requires educating the investment community on our business model, financial performance and future plans. This is exactly what we intend to do", continues Brock.
About Public Company Management Corporation
PUBC helps business owners create liquidity for investors and long-term value for their companies, shareholders and partners by participating in public capital markets. PUBC supports the full lifecycle of entering the public market through its various subsidiaries:
-- Education -- Pubco White Papers
(
http://www.PubcoWhitePapers.com
) hosts a comprehensive
body of knowledge on private and public equity markets.
-- Registration and listing -- Go Public Today
(
http://www.GoPublicToday.com
) provides a complete solution
to help small companies register securities for public
offerings and obtain a listing on the OTCBB.
-- Regulatory compliance -- Public Company Management
Services (
http://www.PCMS-Team.com
) assists new and
existing public companies in negotiating the new
complexities of maintaining a public company and creating
sustainable and affordable compliance processes.
PUBC leads by example, demonstrating to current and future clients best practices in taking a company public, investor relations, public relations, regulatory compliance, and raising capital.
Safe Harbor
This press release contains or may contain forward-looking statements such as statements regarding the Company's growth and profitability, growth strategy, liquidity and access to public markets, operating expense reduction, and trends in the industry in which the Company operates. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update these forward-looking statements to reflect actual results, changes in risks, uncertainties or assumptions underlying or affecting such statements, or for prospective events that may have a retroactive effect.
Public Company Management Corporation (OTC Bulletin
Board: PUBC)
Contact:
Public Company Management Corporation
Stephen Brock
President/CEO
702.222.9076
info@PublicCompanyManagement.com
www.PublicCompanyManagement.com

text: PUBC

text: Public Company Management Corporation

text: PUBC

text: Stephen Brock

text: Public Company Management Corporation

text: Public Company Management Corporation

text: PUBC

text: PUBC

text: PUBC

text: Public Company Management Corporation

text: PUBC

text: Public Company Management Corporation

text: Stephen Brock


text:
EX-99.1
3
ex99-1.htm
Exhibit 99.1
Oncocyte
Closes Merger Agreement to Acquire Insight Genetics
Acquisition
broadens suite of molecular diagnostic tests to include potentially transformative immunotherapy response prediction test demonstrated
to outperform PD-L1 and TMB
Enables
significant pharma services opportunity including immunotherapy trials and development of companion diagnostics in lung cancer
and other solid tumors
IRVINE,
Calif., February 5, 2020 - Oncocyte Corporation (NYSE American: OCX), a molecular diagnostics company with a mission to
provide actionable answers at critical decision points across the cancer care continuum, today announced that it has closed its
previously announced merger agreement with Insight Genetics (IG). The acquisition expands the decision points addressed by Oncocyte's
portfolio of tests with the addition of a potentially transformative immuno-oncology diagnostic test and will also add diverse
technology and pharma service offerings including targeted therapeutic panels and a pharma trial lab compliant with 21 C.F.R Parts
820 and 11.
"The
Insight Genetics' IM Score test was an ideal addition to the Oncocyte portfolio, and while our current focus is on lung
cancer, this acquisition significantly expands our suite of proprietary tests to manage key decision points potentially across
multiple stages and types of cancers", said Ron Andrews, CEO of Oncocyte. "With immunotherapies currently approved
for thirteen solid tumors and additional clinical trials in progress to advance these treatments to earlier stages of cancer,
there is a growing need for accurate immunotherapy response prediction tests. Data presented at SITC in November show our new
IM Score test outperforms two currently marketed tests for immunotherapy selection suggesting this may be a transformative test
to identify immunotherapy responders. This acquisition is an important step in the evolution of Oncocyte as it not only expands
our impact to a broader patient population but also provides us access to a CLIA certified lab with the certifications required
to submit data to regulatory agencies around the world. Having the ability to truly partner with pharma companies and assist in
their global regulatory approvals will help us grow significant new opportunities for pharma services in the expanding immunotherapy
and companion diagnostic markets. We are proud of our exceptional progress and look forward to continued growth as we establish
Oncocyte as leaders in lung cancer diagnostics and beyond".
At
closing, Oncocyte delivered $6.4 million in cash, which was net of a $0.6 million cash holdback, plus 1.9 million shares of Oncocyte
common stock valued at $5 million.
This
general description is qualified in its entirety by the terms of the Agreement and Plan of Merger that will be filed as an exhibit
to Oncocyte's Form 8-K on or about February 5, 2020.
-
1
-
About
Insight Genetics
Insight
Genetics is dedicated to improving the lives of cancer patients through advanced molecular diagnostics that enable precision cancer
care. The company specializes in the discovery, development and commercialization of molecular diagnostics that detect specific
cancer biomarkers in triple negative breast cancer and lung cancer to assist in guiding the effective diagnosis, treatment and
monitoring of cancer. Insight Genetics partners with leading academic researchers, pharmaceutical and biotechnology companies,
clinical reference laboratories, and IVD kit manufacturers to create new standards of care for cancer patients worldwide.
About
Oncocyte Corporation
Oncocyte
is a molecular diagnostics company whose mission is to provide actionable answers at critical decision points across the cancer
care continuum, with the goal of improving patient outcomes by accelerating and optimizing diagnosis and treatment. The Company
is currently preparing to launch DetermaRx™, a treatment stratification test that enables the identification of early-stage
lung cancer patients at high risk for recurrence post-resection, allowing them to be treated when their cancer may be more responsive
to adjuvant chemotherapy. DetermaDx™, the company's liquid biopsy test in development, utilizes a proprietary immune
system interrogation approach to clarify if a patients' lung nodules are benign, which may enable them to avoid potentially
risky invasive diagnostic procedures.
DetermaDx
and DetermaRx are trademarks of Oncocyte Corporation.
Oncocyte
Forward Looking Statements
Oncocyte
cautions you that this press release contains forward-looking statements concerning, but not limited to, the acquisition of Insight
Genetics. Any statements that are not historical fact (including, but not limited to statements that contain words such as "will,"
"believes", "plans", "anticipates", "expects", "estimates", "may,"
and similar expressions) are forward-looking statements. These statements include those pertaining to the development of DetermaDx
and the ongoing Clinical Validation study, the impact of the anticipated commercial launch of DetermaRx, unexpected expenditures
or assumed liabilities or other unanticipated difficulties resulting from the acquisition of Insight Genetics, implementation
and results of research, development, clinical trials and studies, commercialization plans, future financial and/or operating
results, and future opportunities for Oncocyte, along with other statements about the future expectations, beliefs, goals, plans,
or prospects expressed by management. Forward-looking statements involve risks and uncertainties, including, without limitation,
risks inherent in the development and/or commercialization of potential diagnostic tests or products, uncertainty in the results
of clinical trials or regulatory approvals, the capacity of our third-party supplied blood sample analytic system to provide consistent
and precise analytic results on a commercial scale, the need and ability to obtain future capital, maintenance of intellectual
property rights, and the need to obtain third party reimbursement for patients' use of any diagnostic tests we commercialize,
and risks inherent in acquisitions such as failure to realize the anticipated benefits of the acquisition, unexpected expenditures
or assumed liabilities that may be incurred as a result of the acquisition, unanticipated difficulties in conforming business
practices, including accounting policies, procedures and internal controls, and financial records of Insight Genetics with Oncocyte,
inability to accurately forecast the performance of Insight Genetics resulting in unforeseen adverse effects on Oncocyte's
operating results, failure to retain or integrate Insight Genetics personnel, greater than estimated allocations of Oncocyte resources
to develop and commercialize Insight Genetics technologies or failure to maintain any laboratory accreditation or certification.
Actual results may differ materially from the results anticipated in these forward-looking statements and accordingly such statements
should be evaluated together with the many uncertainties that affect the business of Oncocyte, particularly those mentioned in
the "Risk Factors" and other cautionary statements found in Oncocyte's Securities and Exchange Commission filings,
which are available from the SEC's website. You are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date on which they were made. Oncocyte undertakes no obligation to update such statements to reflect
events that occur or circumstances that exist after the date on which they were made, except as required by law.
Investor
Contact
Bob
Yedid
LifeSci Advisors, LLC
646-597-6989
bob@lifesciadvisors.com
Media
Contact
Cait
Williamson, Ph.D.
LifeSci Communications, LLC
646-751-4366
cait@lifescicomms.com
-
2
-

text: Oncocyte

text: Insight Genetics

text: Oncocyte Corporation

text: Insight Genetics

text: Oncocyte

text: Insight Genetics

text: Oncocyte

text: Ron Andrews

text: Oncocyte

text: Oncocyte

text: Oncocyte

text: Oncocyte

text: Oncocyte

text: Oncocyte

text: Insight Genetics

text:
Insight
Genetics

text: Insight Genetics

text: Oncocyte Corporation

text: Oncocyte

text: Oncocyte Corporation

text: Oncocyte

text: Oncocyte

text:
Insight
Genetics

text: Insight Genetics

text: Oncocyte

text: Insight Genetics

text: Oncocyte

text: Insight Genetics

text: Oncocyte

text: Insight Genetics

text: Oncocyte

text: Insight Genetics

text: Oncocyte

text: Oncocyte

text: Oncocyte


text:
EX-99
2
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE:
April 3, 2014
CONTACT:
Paul Askegaard
Aetrium Incorporated
(651) 704-1812
NASDAQ:
ATRM
Aetrium Acquires KBS Building Systems
St. Paul
, Minn (04/03/14) - Aetrium Incorporated (Nasdaq: ATRM) ("Aetrium" or the "Company") announced today that it has acquired substantially all of the assets of KBS Building Systems, Inc. and certain of its affiliated entities. KBS, which is based in South Paris, Maine, manufactures, sells, and distributes modular housing units for both residential and commercial use. KBS's website is http://www.kbs-homes.com.
"Aetrium is excited to expand its operations through the acquisition of KBS, which we believe will generate long-term value for our shareholders", stated Jeffrey E. Eberwein, Chairman of the Board of Directors of the Company.
Consideration for the acquisition included $5 million in cash, a $5.5 million six-month promissory note made by a wholly-owned subsidiary of Aetrium, the assumption and payoff of approximately $1.4 million in debt, and the assumption of certain other liabilities related to the purchased assets. The acquisition was financed by $6.5 million in loans ($0.5 million of which is convertible into Aetrium common stock) from Lone Star Value Investors, LP, an investment fund managed by Mr. Eberwein.
This press release may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as "may", "will", "expect", "project", "estimate", "anticipate", "plan", "believe", "potential", "should", "continue" or the negative versions of those words or other comparable words. These forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to us and our current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and our future financial condition and results. Certain of these risks and uncertainties are described in greater detail in our filings with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.
About Aetrium
Aetrium is based in North St. Paul, Minnesota. Its common stock is publicly traded on the Nasdaq market under the symbol ATRM. More information about Aetrium is available on the internet at www.Aetrium.com.

text: Aetrium Incorporated

text:
ATRM
Aetrium

text: KBS Building Systems

text: Aetrium Incorporated

text: KBS Building Systems, Inc.

text: KBS

text: KBS

text: KBS

text: Jeffrey E. Eberwein

label: fund

text: Lone Star Value Investors, LP


text:
EX-99.1
4
d648772dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
TIDEWATER ANNOUNCES SUCCESSFUL COMPLETION OF BUSINESS COMBINATION WITH GULFMARK
HOUSTON // November 15, 2018 - Tidewater Inc. (NYSE: TDW) ("Tidewater") today announced the successful completion of its business
combination with GulfMark Offshore, Inc. ("GulfMark").
Tidewater and GulfMark stockholders overwhelmingly supported the business combination,
with relevant proposals being approved by over 99% of the votes cast by Tidewater stockholders and GulfMark stockholders, respectively, in person or represented by proxy, not including abstentions, at the companies' respective stockholder
meetings earlier today. All necessary conditions to the closing have been satisfied and the business combination has been consummated. In connection with the completion of the transaction, GulfMark common stock will cease trading on the New
York Stock Exchange as of the market close on November 15, 2018.
Tidewater's President and Chief Executive Officer, John Rynd, commented,
"We're excited to welcome the GulfMark team to Tidewater, and we look forward to commencing the work of integrating our fleets and shore-base operations in order to quickly and fully realize the strategic and financial benefits of this
business combination. A combined Tidewater and GulfMark will provide employees with more opportunities as part of a global leader with a deep commitment to safety and reliability, offer customers a broad range of highest quality, cost-effective
support vessel services worldwide, and deliver to stockholders competitive returns on invested capital and scope for significant growth in revenue and free cash flow in an improving offshore market".
About Tidewater
Tidewater owns and operates the largest
fleet of Offshore Support Vessels in the industry, with over 60 years of experience supporting offshore energy exploration and production activities worldwide.
Contacts:
Tidewater Inc.
Quinn P. Fanning, Chief Financial Officer,
+1-713-470-5231
Jason Stanley,
Director, Investor Relations,
+1-713-470-5292
Tidewater Inc. | 6002
Rogerdale Rd., Suite 600 | Houston, Texas | 77072 USA
FORWARD-LOOKING STATEMENTS
In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Tidewater notes that certain statements set forth in
this presentation provide other than historical information and are forward looking. The unfolding of future economic or business developments may happen in a way not as anticipated or projected by Tidewater and may involve numerous risks and
uncertainties that may cause Tidewater's actual achievement of any forecasted results to be materially different from that stated or implied in the forward-looking statement. Among those risks and uncertainties, many of which are beyond the
control of Tidewater include, without limitation the anticipated synergies with respect to the combination of Tidewater and GulfMark; fluctuations in worldwide energy demand and oil and gas prices; fleet additions by competitors and industry
overcapacity; customer actions including changes in capital spending for offshore exploration, development and production and changes in demands for different vessel specifications; acts of terrorism and piracy; the impact of potential information
technology, cybersecurity or data security breaches; significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, especially in higher political risk countries where we operate; labor changes proposed
by international conventions; increased regulatory burdens and oversight; changes in law, economic and global financial market conditions, including the effect of enactment of U.S. tax reform or other tax law changes, trade policy and tariffs,
interest and foreign currency exchange rate volatility, commodity and equity prices and the value of financial assets; and enforcement of laws related to the environment, labor and foreign corrupt practices. Readers should consider all of these risk
factors, as well as other information contained in Tidewater's form
10-Ks
and
10-Qs.
2

text: TIDEWATER

text: GULFMARK

text: Tidewater Inc.

text: Tidewater

text: GulfMark

text: GulfMark

text: Tidewater

text: GulfMark

text: Tidewater

text: GulfMark

text: GulfMark

text: Tidewater

text: GulfMark

text: Tidewater

text: Tidewater

text: GulfMark

text: Tidewater

text: Tidewater

text: Tidewater Inc.

text: Quinn P. Fanning

text: Jason Stanley

text: Tidewater Inc.

text: Tidewater

text: Tidewater

text: Tidewater

text: Tidewater

text: Tidewater

text: GulfMark

text: Tidewater


text:
EX-99.1
2
a05-2281_1ex99d1.htm
EX-99.1
Exhibit 99.1
News Announcement
PENN NATIONAL
GAMING, INC.
CONTACT:
William J.
Clifford
Joseph N.
Jaffoni
Chief Financial
Officer
Jaffoni &
Collins Incorporated
610/373-2400
212/835-8500 or
penn@jcir.com
FOR IMMEDIATE RELEASE
PENN NATIONAL GAMING COMPLETES SALE OF POCONO
DOWNS
RACETRACK AND AFFILIATED OFF-TRACK WAGERING FACILITIES
Wyomissing, Penn., (January 25,
2005) -- Penn National Gaming, Inc. (PENN: Nasdaq) announced today that it has
completed the previously announced sale of The Downs Racing and its
subsidiaries to the Mohegan Tribal Gaming Authority (MTGA) for approximately
$280 million. Reflecting taxes, post
closing adjustments, fees and other expenses, Penn National realized net proceeds
of approximately $175 million, which the Company intends to apply to a
combination of debt reduction and previously announced development projects.
Under the terms of the
agreement, MTGA acquired The Downs Racing and its subsidiaries including Pocono
Downs (a standardbred horse racing facility located on 400 acres in
Wilkes-Barre, Pennsylvania) and five Pennsylvania off-track wagering (OTW)
facilities located in Carbondale, East Stroudsburg, Erie, Hazleton and the
Lehigh Valley (Allentown).
Bear,
Stearns & Co. Inc. acted as advisor to Penn National Gaming and SG Americas Securities, LLC served as
advisor to Mohegan Tribal Gaming Authority in the transaction. As previously announced, the sale agreement
between Penn National and MTGA provides MTGA with certain post-closing
termination rights in the event of certain materially adverse legislative or
regulatory events.
About
Penn National Gaming
Penn National Gaming owns
and operates: Hollywood Casino in Aurora, Illinois; Charles Town Races &
Slots™ in Charles Town, West Virginia; the Casino Rouge in Baton Rouge,
Louisiana; the Bullwhackers casino properties in Black Hawk, Colorado, and
three Mississippi casinos: Hollywood Casino in Tunica, Casino Magic in Bay St.
Louis and the Boomtown Biloxi casino in Biloxi.
Penn National also owns and operates Penn National Race Course in
Grantville, Pennsylvania and its six
-more-
Penn
National Gaming, 1/25/05
page 2
affiliated
off-track wagering facilities; the racetrack at Bangor Raceway in Bangor,
Maine; a 50% interest in the Pennwood Racing Inc. joint venture, which owns and
operates Freehold Raceway in New Jersey; and the Company operates Casino Rama,
a gaming facility located approximately 90 miles north of Toronto, Canada,
pursuant to a management contract. As
previously announced, Penn National is currently in the process of effecting
the disposition of the Hollywood Casino in Shreveport, Louisiana. In November 2004, Penn National entered
into a definitive merger agreement under which Penn National will acquire all
of the outstanding shares of Argosy Gaming Company.
This press release
contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.
Actual results may vary materially from expectations. Although the
Company believes that its expectations are based on reasonable assumptions
within the bounds of its knowledge of its business and operations, there can be
no assurance that actual results will not differ materially from the Company's
expectations. Meaningful factors which
could cause actual results to differ from expectations include, but are not
limited to, risks related to the following: the passage of state, federal or
local legislation that would expand, restrict, further tax or prevent gaming
operations in the jurisdictions in which we do business; the activities of our
competitors; increases in our effective rate of taxation at any of our
properties or at the corporate level; successful completion of capital projects
at our gaming and pari-mutuel facilities; the existence of attractive
acquisition candidates and the costs and risks involved in the pursuit of those
acquisitions; our ability to maintain regulatory approvals for our existing
businesses and to receive regulatory approvals for our new businesses
(including without limitation the issuance of final operators' licenses in
Maine and Pennsylvania); delays in the process of finalizing gaming regulations
and the establishment of related governmental infrastructure in Pennsylvania
and Maine; the maintenance of agreements with our horsemen and pari-mutuel
clerks; our dependence on key personnel; the impact of terrorism and other
international hostilities; the availability and cost of financing; the outcome
and financial impact from the event of default under the indentures governing
the Hollywood Casino Shreveport notes and other factors as discussed in the
Company's filings with the United States Securities and Exchange Commission. In
addition, consummation of Penn National's acquisition of Argosy Gaming is
subject to several conditions including the approval of various governmental
entities, including certain gaming regulatory authorities to which the
Companies are subject. Furthermore, the
Company does not intend to update publicly any forward-looking statements
except as required by law. The
cautionary advice in this paragraph is permitted by the Private Securities
Litigation Reform Act of 1995.
# # #
2

text:
PENN NATIONAL
GAMING, INC.

text: PENN NATIONAL GAMING

text: Penn National Gaming, Inc.

text: The Downs Racing

text: Mohegan Tribal Gaming Authority

text: MTGA

text: MTGA

text: The Downs Racing

text:
Bear,
Stearns & Co. Inc.

text: Penn National Gaming

text: SG Americas Securities, LLC

text: Mohegan Tribal Gaming Authority

text: MTGA

text: MTGA

text: Penn National Gaming

text: Penn National Gaming

text:
Penn
National Gaming


text:
EX-99.1
2
v040547_ex99-1.htm
Exhibit
99.1
Cellegy
Reports Sale of Cellegy Australia to Epsilon Pharmaceuticals
Huntingdon
Valley, PA - April 11, 2006
-
Cellegy Pharmaceuticals, Inc. (OTC BB: CLGY.OB) announced today that Epsilon
Pharmaceuticals has acquired the shares of Cellegy Australia PTY LTD in exchange
for cash. The share sale brought Cellegy an immediate cash infusion of
approximately $1.25 million. Over the next 90 days, Cellegy will also collect
an
additional amount based on total accounts receivable on Cellegy Australia books
as of March 31, 2006.
Cellegesic™
nitroglycerin ointment 0.4% for the relief of pain associated with chronic
anal
fissure will be undergoing review by an FDA Advisory Committee on April
25th.
Marketed as Rectogesic® nitroglycerin ointment 0.4% in Europe, the product has
been on the market in the UK since May 2005 and has recently successfully
completed the Mutual Recognition Process in 19 additional European markets.
Epsilon will continue to market Rectogesic® nitroglycerin ointment 0.2% for the
treatment of chronic anal fissure in Australia and several additional Far East
markets.
"We
decided to sell Cellegy Australia to Epsilon in order to continue to focus
Cellegy's efforts on our U.S. business", said Richard C. Williams, Chairman and
Interim CEO. "While Cellegy Australia has been a profitable and growing
business, we need to focus on getting Cellegesic™ approved in the U.S. This sale
provided us with the cash necessary to complete preparations for the upcoming
FDA Advisory Committee meeting, where we hope to earn a positive recommendation
for approval of Cellegesic", Williams continued.
About
Cellegy
Cellegy
Pharmaceuticals is a specialty biopharmaceutical company that develops and
commercializes prescription drugs for the treatment of women's health care
conditions, including sexual dysfunction, HIV prevention; and, gastrointestinal
disorders. Savvy® (C31G vaginal gel), a novel microbicide gel product for
contraception and the reduction in transmission of HIV in women, is currently
undergoing Phase 3 clinical studies in the United States and
Africa.
Forward
Looking Statements
This
press release contains forward-looking statements. Investors are cautioned
that
these forward-looking statements are subject to numerous risks and
uncertainties, known and unknown, which could cause actual results and
developments to differ materially from those expressed or implied in such
statements. Such risks and uncertainties relate to, among other factors:
completion, timing and outcome of clinical trials, including primarily the
Savvy
prevention and contraceptive Phase 3 studies; the timing and outcome of the
FDA
Advisory Committee that will review the Cellegesic NDA and the timing and
outcome of FDA action following that review; and the need and ability to
complete corporate partnerships and additional financings. For more information
regarding risk factors, refer to the Company's Annual Report on Form 10-K for
the year ended December 31, 2005 and other filings with the Securities and
Exchange Commission.
Cellegy
Pharmaceuticals, Inc.:
Richard
C. Williams
Robert
J. Caso
Chairman
and Interim CEO
Vice
President, Finance & CFO
(650)
616-2200
(215)
914-0900 Ext. 603
www.cellegy.com

text: Cellegy

text: Cellegy Australia

text: Epsilon Pharmaceuticals

text: Cellegy

text:
Epsilon
Pharmaceuticals

text: Cellegy Australia PTY LTD

text: Cellegy

text: Cellegy

text: Cellegy Australia

text: Epsilon

text: Cellegy Australia

text: Epsilon

text: Cellegy

text: Richard C. Williams

text: Cellegy Australia

text: Cellegy

text: Cellegy

text: Cellegy

text:
Richard
C. Williams


text:
EX-99.1
6
exhibit991pressreleasegree.htm
EXHIBIT 99.1 PRESS RELEASE DATED NOVEMBER 26, 2014
Exhibit 99.1 Press Release, Green Courte First Closing
FOR FURTHER INFORMATION AT THE COMPANY:
Karen J. Dearing
Chief Financial Officer
(248) 208-2500
Sun Communities, Inc. Announces Acquisition of 31 Properties in First Closing
of American Land Lease Manufactured Housing Portfolio from Green Courte Partners
Southfield, MI, November 26, 2014 - Sun Communities, Inc. (NYSE: SUI) (the "Company") today announced that it has closed the first portion of its previously-announced acquisition of manufactured housing communities from Green Courte Partners, LLC ("GCP") sponsored funds. In the initial closing, the Company acquired 31 communities (and the associated manufactured homes and notes receivable) for aggregate consideration of $552.4 million, consisting of the assumption of $263.6 million of debt, the payment of $220.6 million in cash, the issuance of $40.9 million in a combination of the Company's common stock and common OP units of the Company's subsidiary Sun Communities Operating Limited Partnership ("SCOLP"), and the issuance of $27.3 million in a combination of the Company's newly-created 6.50% Series A-4 Cumulative Convertible Preferred Stock and SCOLP's Series A-4 preferred OP units. Immediately after the closing, the Company refinanced approximately $100.7 million of the mortgage debt on 12 of the communities. Proceeds from the financing were $152.5 million at an interest rate of 4.03% per annum and a term of 10 years.
Sun expects to acquire the remaining manufactured housing communities from GCP at a second closing in January 2015. The second closing is subject to certain customary closing conditions.
The communities included in both closings comprise over 19,000 sites in eleven states, including nearly 11,000 sites located in Florida. Over 14,000 sites, or 73%, of the portfolio are age-restricted. In connection with this transaction, the Company assumed GCP's right to acquire an additional manufactured home community pursuant to a binding purchase agreement.
Sun Communities, Inc. is a real estate investment trust, or REIT, that currently owns and operates a portfolio of 215 manufactured housing and recreational vehicle communities comprising approximately 78,400 developed sites.
Forward Looking Statements
This press release contains various "forward-looking statements" within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Company intends that such forward-looking statements will be subject to the safe harbors created thereby. Forward-looking statements can be identified by words such as "will", "may", "could", "expect", "anticipate", "believes", "intends", "should", "plans", "estimates", "approximate", "guidance" and similar expressions in this press release that predict or indicate future events and trends and that do not report historical matters.
These forward-looking statements reflect the Company's current views with respect to future events and financial performance, but involve known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control. These risks, uncertainties, and other factors may cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include national, regional and local economic climates; the ability to maintain rental rates and occupancy levels; competitive market forces; changes in market rates of interest; the ability of manufactured home buyers to obtain financing; the level of repossessions by manufactured home lenders; difficulties in the Company's
ability to complete and integrate acquisitions (including the acquisition described above), developments and expansions successfully; and those risks and uncertainties referenced under the headings entitled "Risk Factors" contained in the Company's annual report on Form 10-K, and the Company's other periodic filings with the Securities and Exchange Commission.
The forward-looking statements contained in this press release speak only as of the date hereof and the Company expressly disclaims any obligation to provide public updates, revisions or amendments to any forward- looking statements made herein to reflect changes in the Company's assumptions, expectations of future events, or trends.

text: Karen J. Dearing

text: Sun Communities, Inc.

text: Sun Communities, Inc.

text: Green Courte Partners, LLC

override: fund

text: Sun Communities, Inc.


text:
EX-99.1
7
zionmergerzbintozbnacomp.htm
EXHIBIT 99.1
zionmergerzbintozbnacomp
Exhibit 99.1 ***FOR RELEASE ON OCTOBER 1, 2018 AT 4:15 P.M. EASTERN*** FOR: ZIONS BANCORPORATION, N.A. Contact: James Abbott One South Main Street Director of Investor Relations Salt Lake City, Utah Tel: (801) 844-7637 Harris H. Simmons Chairman/Chief Executive Officer ZIONS BANCORPORATION, N.A. ANNOUNCES SUCCESSFUL COMPLETION OF THE MERGER OF ITS HOLDING COMPANY WITH AND INTO ITS BANK SALT LAKE CITY, October 1, 2018 /PRNewswire/ -- Zions Bancorporation, N.A. (NASDAQ: ZION, "Zions") announced today that it has successfully completed the merger of its holding company, Zions Bancorporation, with and into the operating banking entity, effective September 30, 2018. The surviving entity, previously known as ZB, N.A., will be known as Zions Bancorporation, National Association (N.A.). The intent to merge the two legal entities was announced in November 2017. Zions will continue to operate with its existing local brand names and management teams in markets throughout the western United States. Chairman and CEO Harris H. Simmons commented, "We are encouraged with the successful completion of this step to make our organization more efficient. The merger will streamline our regulatory framework and eliminate duplicative examinations and other overlapping regulatory requirements. Zions will continue to be subject to robust safety and soundness regulatory oversight from the Office of the Comptroller of the Currency." As has been previously noted in various filings with the Securities and Exchange Commission (SEC), Zions' common shares will continue to be traded on NASDAQ with the same ticker symbol. Zions will continue to provide financial reporting to the SEC, consistent with its prior practice. Zions Bancorporation, N.A. is one of the nation's premier financial services companies with total assets exceeding $65 billion. Zions operates under local management teams and distinct brands in 11 western states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington and Wyoming. The company is a national leader in Small Business Administration lending and public finance advisory services, and is a consistent top recipient of Greenwich Excellence awards in banking. In addition, Zions is included in the S&P 500 and NASDAQ Financial 100 indices. Investor information and links to local banking brands can be
accessed at zionsbancorporation.com. # # # # # # # # # # # # #

text: ZIONS BANCORPORATION, N.A.

text: Harris H. Simmons

text: ZIONS BANCORPORATION, N.A.

text: Zions Bancorporation, N.A.

text: Zions Bancorporation

text: Zions Bancorporation

text: Harris H. Simmons

text: Zions Bancorporation, N.A.


text:
EX-99.2
8
copyof992proformafinancials.htm
EXHIBIT 99.2
Exhibit
Exhibit 99.2
UNAUDITED PRO FORMA FINANCIAL INFORMATION
AdCare Health Systems, Inc., a Georgia corporation (the "Predecessor Registrant"), merged with and into its wholly owned subsidiary, Regional Health Properties, Inc., a Georgia corporation (the "Company"), on September 29, 2017, pursuant to an Agreement and Plan of Merger, dated July 7, 2017 (the "Merger Agreement"), with the Company continuing as the surviving corporation (the "Merger"). At 5:00 p.m., Eastern Time, on September 29, 2017, the effective time of the Merger (the "Effective Time"), the Company succeeded to the assets, continued the business and assumed the obligations of the Predecessor Registrant immediately prior to the Merger.
At the Effective Time, pursuant to the Merger Agreement, (a) each outstanding share of common stock, no par value per share ("Predecessor Common Stock"), of the Predecessor Registrant automatically converted into one share of common stock, no par value per share ("Common Stock"), of the Company, and (b) each outstanding share of 10.875% Series A Cumulative Redeemable Preferred Shares, no par value per share ("Predecessor Series A Preferred Stock"), of the Predecessor Registrant automatically converted into one share of 10.875% Series A Cumulative Redeemable Preferred Shares, no par value per share ("Series A Preferred Stock"), of the Company.
The following unaudited pro forma financial information is based on the Predecessor Registrant's historical consolidated financial statements after giving effect to the Merger.
The unaudited pro forma consolidated balance sheet as of June 30, 2017, has been prepared to give effect to the Merger as if it had occurred on June 30, 2017.
The unaudited pro forma consolidated statement of operations has not been included as Regional Health Properties, Inc. conducted no business other than incident to the Merger, thereby having no impact to the Statement of Operations resulting from the Merger.
The unaudited pro forma financial information was prepared utilizing the Predecessor Registrant's historical financial data derived from the interim consolidated financial statements included in the Predecessor Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,2017, filed with the SEC on August 14, 2017. The pro forma adjustments are described in the notes to the unaudited pro forma information and are based upon the available information and assumptions that management believes are reasonable.
The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of what the Company's financial performance and financial position would have been had the transaction been completed on the dates assumed.
1
REGIONAL HEALTH PROPERTIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS
JUNE 30, 2017
(Amounts in 000's)
Pro Forma
Regional Health Properties, Inc. (Unaudited)
AdCare Health Systems, Inc. (Unaudited)
Pro Forma Adjustments
Regional Health Properties, Inc. (Unaudited)
ASSETS
June 30, 2017
June 30, 2017
June 30, 2017
Total assets
$
-
$
109,252
$
-
(1)
$
109,252
LIABILITIES AND DEFICIT/ EQUITY
Total liabilities
-
89,520
-
89,520
AdCare Series A Preferred stock, no par value; 5,000 shares authorized; 2,812 shares issued and outstanding, redemption amount $70,288 at June 30, 2017
-
62,434
(62,434
)
(2), (3)
-
Stockholders' (deficit) / equity:
Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 19,762 issued and outstanding at June 30, 2017
-
61,610
-
(1), (3)
61,610
Regional Health Series A Preferred stock, no par value; 5,000 shares authorized; 2,812 shares issued and outstanding, redemption amount $70,288 at June 30, 2017
-
-
62,434
(2), (3)
62,434
Accumulated deficit
-
(104,312
)
-
(4)
(104,312
)
Total stockholders' (deficit) / equity
-
(42,702
)
62,434
19,732
Total liabilities and stockholders' equity
$
-
$
109,252
$
-
$
109,252
Notes:
(1) Elimination of immaterial intercompany balances between Regional Health Properties, Inc., a wholly owned subsidiary of AdCare Health Systems, Inc., prior to the Merger, being seed capital of $100.
(2) Adoption of the classification of the Regional Health Properties, Inc.'s Series A Preferred stock as permanent equity, per the ownership and transfer restrictions contained within the Amended and Restated Articles of Incorporation of Regional Health Properties, Inc.
(3) Automatic one for one conversion of each outstanding share of AdCare Health Systems, Inc.'s common stock and Series A Preferred stock, at the effective time of the Merger, into the common stock and Series A Preferred stock of the surviving corporation, Regional Health Properties, Inc.
(4) Regional Health Properties, Inc. conducted no business other than incident to the Merger. All results of operations are presented by the reported results of AdCare Health Systems, Inc. There is no impact to the Statement of Operations resulting from the Merger.
2

text: AdCare Health Systems, Inc.

text: Regional Health Properties, Inc.

text: Regional Health Properties, Inc.

text: REGIONAL HEALTH PROPERTIES, INC.

text: Regional Health Properties, Inc.

text: AdCare Health Systems, Inc.

text: Regional Health Properties, Inc.

text: Regional Health Properties, Inc.

text: AdCare Health Systems, Inc.

text: Regional Health Properties, Inc.

text: Regional Health Properties, Inc.

text: AdCare Health Systems, Inc.

text: Regional Health Properties, Inc.

text: Regional Health Properties, Inc.

text: AdCare Health Systems, Inc.


text:
EX-99.1
4
tm2128361d8_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
REALTY INCOME CLOSES MERGER WITH VEREIT
Priscilla
Almodovar and Mary Hogan Preusse Join Board of Directors
SAN DIEGO and
PHOENIX, Nov. 1, 2021....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company
®
, and VEREIT,
Inc. (NYSE: VER) ("VEREIT") today announced the completion of their previously announced merger. The common stock of the combined
company will trade under the symbol "O" on the NYSE, beginning today. The closing follows the satisfaction of all conditions
to the closing of the merger, including receipt of approval of the transaction by Realty Income and VEREIT stockholders, which stockholder
approvals were obtained on August 12, 2021. Under the terms of the merger agreement, VEREIT stockholders were entitled to receive, for
each share of VEREIT common stock held, 0.705 shares of Realty Income common stock.
"We are
pleased to announce the completion of our merger with VEREIT, strengthening our position as the leading net lease REIT and global consolidator
of the net lease space", said Sumit Roy, Realty Income's President and Chief Executive Officer. "With the closing of
the VEREIT merger, we believe our size, scale and diversification will further enhance many of our competitive advantages, accelerate
our investment activities, and enhance shareholder value for years to come. I thank all of our employees for their tireless efforts to
achieve this milestone and welcome our new colleagues to our "One Team"".
As previously
announced, Realty Income also expects to complete its spin-off of substantially all the office assets of the combined company into a new,
publicly traded REIT named Orion Office REIT, Inc. (NYSE: ONL) ("Orion"). The spin-off will be effected by a special dividend
to all Realty Income stockholders, including legacy VEREIT stockholders, which is expected to occur on November 12, 2021 ("Distribution").
For every ten shares of Realty Income common stock held of record by Realty Income stockholders as of the close of business on November
2, 2021, the record date for the Distribution, such stockholder will receive one share of Orion common stock. Shares of Orion common stock
are expected to commence trading on the New York Stock Exchange on November 15, 2021.
Pursuant to
the merger agreement, upon the closing of the merger, two former VEREIT directors, Priscilla Almodovar and Mary Hogan Preusse, were appointed
to the Realty Income board.
Ms.
Almodovar served as a board member of VEREIT from February 2021 to the closing of the merger and is currently the President and
Chief Executive Officer of Enterprise Community Partners, an organization that invests in communities nationwide to address
affordable housing solutions, racial equity and climate initiatives and the accessibility to investment capital products. She also
serves a member of the U.S. Secretary of Energy Advisory Board. Prior to Enterprise Community Partners, Ms. Almodovar held the
position of Managing Director at JP Morgan Chase, where she led national real estate businesses which focused on commercial real
estate and community development. Before JP Morgan, she was the President and Chief Executive Officer of the New York State Housing
Finance Agency/State of New York Mortgage Agency. Prior to that, Ms. Almodovar was a corporate partner at the global law firm, White
& Case LLP. Ms. Almodovar received her J.D. from Columbia University School of Law and her B.A. in Economics from Hofstra
University.
Ms. Hogan Preusse
served as a board member of VEREIT from February 2017 to the closing of the merger and currently serves on the board of Kimco Realty,
Digital Realty Trust, and Host Hotels & Resorts. She is also a Senior Advisor to Fifth Wall, the venture capital firm. She is a member
of NAREIT's Advisory Board of Governors and is a recipient of that organization's Industry Achievement Award. Most recently,
Ms. Hogan Preusse held the position of Managing Director and Co-Head of Americas Real Estate at APG Asset Management, US., where she was
responsible for managing the firm's public real estate investments in the Americas. Prior to APG, she spent eight years as
a sell side analyst covering the REIT sector and she began her career at Merrill Lynch as an investment banking analyst. Ms. Hogan
Preusse is a graduate of Bowdoin College in Brunswick, Maine with a degree in Mathematics and is a member of Bowdoin's Board of
Trustees.
Advisors
Moelis &
Company LLC served as lead financial advisor, Wells Fargo Securities served as financial advisor, and Latham & Watkins LLP acted as
legal advisor to Realty Income. J.P. Morgan Securities LLC served as exclusive financial advisor and Wachtell, Lipton, Rosen & Katz
acted as legal advisor to VEREIT.
About Realty Income
Realty Income,
The Monthly Dividend Company
®
, is an S&P 500 company and member of the S&P 500 Dividend Aristocrats
®
index. We invest in people and places to deliver dependable monthly dividends that increase over time. The company is structured as a
REIT, and its monthly dividends are supported by the cash flow from over 6,700 real estate properties owned under long-term lease agreements
with commercial clients. To date, the company has declared 616 consecutive common stock monthly dividends throughout its 52-year operating
history and increased the dividend 112 times since Realty Income's public listing in 1994 (NYSE: O). Additional information about the
company can be obtained from the corporate website at www.realtyincome.com.
Forward-Looking Statements
Statements
in this press release that are not strictly historical are "forward-looking" statements. Forward-looking statements
involve known and unknown risks, which may cause our actual future results to differ materially from expected results. These risks
include, among others, general economic conditions, domestic and foreign real estate conditions, client financial health, the
availability of capital to finance planned growth, volatility and uncertainty in the credit markets and broader financial markets,
changes in foreign currency exchange rates, property acquisitions and the timing of these acquisitions, the structure, timing and
completion of the anticipated spin-off of the office properties of Realty Income, Inc., and any effects of the announcement,
pendency or completion of the spin-off, including the anticipated benefits therefrom, the anticipated benefits of the completed
merger with VEREIT, charges for property impairments, the effects of the COVID-19 pandemic and the measures taken to limit its
impact, the effects of pandemics or global outbreaks of contagious diseases or fear of such outbreaks, the ability of clients to
adequately manage their properties and fulfill their respective lease obligations to Realty Income, and the outcome of any legal
proceedings to which Realty Income is a party. Consequently, forward-looking statements should be regarded solely as reflections of
Realty Income's or VEREIT's current operating plans and estimates. Actual operating results may differ materially from
what is expressed or forecast in this press release. Neither Realty Income nor VEREIT undertake any obligation to publicly release
the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date
these statements were made.
Realty Income Investors:
Jonathan Pong,
CFA, CPA
SVP, Head of
Corporate Finance
(858) 284-5177
VEREIT Investors:
Bonni Rosen
Senior Vice
President, Investor Relations
BRosen@VEREIT.com
(212) 590-3940

text: Hogan Preusse

text: Realty Income Corporation

text: The Monthly Dividend Company

text:
VEREIT,
Inc.

text: Hogan Preusse

text: Hogan Preusse

text: Fifth Wall

text: Hogan Preusse

text:
Hogan
Preusse

text:
Moelis &
Company LLC

text: Wells Fargo Securities

text: Latham & Watkins LLP

text: J.P. Morgan Securities LLC

text: Wachtell, Lipton, Rosen & Katz

text: The Monthly Dividend Company


text:
EX-99.1
2
newsrelease.htm
PRESS RELEASE
Gladstone Investment Announces $21.7 Million Sale of Equity Investment and $30.6 Million Debt Repayment in A. Stucki
EXHIBIT 99.1
Gladstone Investment Announces $21.7 Million Sale of Equity Investment and $30.6 Million Debt Repayment in A. Stucki
MCLEAN, Va., June 29, 2010 (GLOBE NEWSWIRE) -- Gladstone Investment Corporation (Nasdaq:GAIN) (the "Company") announced today that it sold its equity investment and received full repayment of its debt investment in A. Stucki Holding Corporation ("A. Stucki") in connection with the acquisition of 100% of the outstanding capital stock of A. Stucki by an affiliate of Quad-C Management, Inc., together with certain members of the management of A. Stucki. The net cash proceeds to the Company from the sale of its equity in A. Stucki were $21.7 million, resulting in a realized gain of $17.2 million. At the same time, the Company has received $30.6 million in payment of its principal, accrued interest and fees on the loans to A. Stucki. In March 2007, Gladstone Investment made its original equity investment and provided debt financing in support of a management-led buyout of A. Stucki. This is a 5.0 times return on our equity investment, including dividends received, in a bit over three years, which equates to a 65.7% annual return on our equity investment.
"Gladstone Investment has enjoyed an excellent working relationship with the talented management team at A. Stucki. The team has achieved outstanding results in growing the business and building value in a challenging economic environment", said Dave Dullum, the Company's President. "In addition to the monthly dividends we pay to our stockholders from the current income on our debt and mezzanine investments, we also seek to achieve capital gains from the equity portions of our investments. In this regard, the A. Stucki transaction is a significant and successful realization of a capital gain from our investment strategy. We look forward to more investments like this one".
A. Stucki primarily designs, manufacturers, and re-conditions products used in the construction and repair of railroad freight cars.
Gladstone Investment Corporation is a publicly traded business development company that seeks to make debt and equity investments in small and mid-sized businesses in the United States in connection with acquisitions, changes in control and recapitalizations. Additional information can be found at www.GladstoneInvestment.com or by calling the Company's Investor Relations department at 703-287-5839.
Quad-C Management, Inc. is a private equity investment firm specializing in partnering with management to invest in successful middle market businesses and support growth strategies. Over its 20-year history, Quad-C Management, Inc. has invested in over 40 platform companies across multiple industries, including business services, transportation and infrastructure, specialty chemicals and building products. www.quadcmanagement.com.
UBS Investment Bank acted as exclusive financial advisor to A. Stucki on the transaction.
Forward-looking Statements:
The statements in this press release regarding the longer-term prospects of the Company's investment strategy, future capital gains, and expected continued payment of dividends are "forward-looking statements." These forward-looking statements inherently involve certain risks and uncertainties, although they are based on the Company's current plans that are believed to be reasonable as of the date of this press release. Factors that may cause the Company's actual results to differ from these forward-looking statements include, among others, the duration and potential future effects of the current economic downturn on its portfolio companies and on the senior loan market and those factors listed under the caption "Risk Factors" of the Company's Form 10-K for the fiscal year ended March 31, 2010, as filed with the SEC on May 24, 2010. The risk factors set forth in the Form 10-K under the caption "Risk Factors" are specifically incorporated by reference into this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT: Gladstone Investment Corporation
Investor Relations
703-287-5839
www.GladstoneInvestment.com

text: Gladstone Investment

text: A. Stucki

text: Gladstone Investment

text: A. Stucki

text: Gladstone Investment

text: A. Stucki Holding Corporation

text: A. Stucki

text: A. Stucki

text: Quad-C Management, Inc.

review_confirmation: Agent row audit 0000-1259

text: A. Stucki

text: A. Stucki

text: A. Stucki

text: Gladstone Investment

text: A. Stucki

text: Gladstone Investment

text: A. Stucki

text: Dave Dullum

text: A. Stucki

text: A. Stucki

text: Gladstone Investment

text: Quad-C Management, Inc.

text: Quad-C Management, Inc.

text: UBS Investment Bank

text: A. Stucki

text: Gladstone Investment


text:
EX-99.1
2
fmbi01122017ex991.htm
EX-99.1
Exhibit
Exhibit 99.1
FOR IMMEDIATE RELEASE
FIRST MIDWEST BANCORP, INC. COMPLETES ACQUISITION OF
STANDARD BANK & TRUST COMPANY
ITASCA, IL, January 9, 2017 - First Midwest Bancorp, Inc. ("First Midwest") (NASDAQ NGS: FMBI) today announced that it has completed its acquisition of Standard Bancshares, Inc. and Standard Bank & Trust Company, based in Hickory Hills, Illinois.
Standard Bank had approximately $2.3 billion in assets, $2.1 billion in deposits and $1.9 billion in loans, as of December 31, 2016. Lawrence P. Kelley, President and Chief Executive Officer of Standard Bank, will now become the Market President for First Midwest's south metro Chicago and northwest Indiana markets, and will join the Board of Directors of First Midwest Bank. Standard Bank's senior lending team also will join First Midwest Bank, bringing additional leadership and depth to the combined organization.
"We are very excited about our partnership with Standard Bank and extend a warm welcome to our newest clients and colleagues", said Michael L. Scudder, President and Chief Executive Officer of First Midwest. "This combination strengthens our position as Chicago's premier commercial bank, enhances our leading south metro market presence and continues our expansion into northwest Indiana. Together, we will continue to provide the exceptional service our clients have come to rely on through bankers deeply committed to their financial success and to delivering an even broader array of financial products and services".
About First Midwest
First Midwest is a relationship-based financial institution and one of the largest independent publicly-traded bank holding companies based on assets headquartered in the Midwest, with approximately $14 billion in assets and $8.5 billion in trust assets under management. First Midwest's principal subsidiary, First Midwest Bank, and other affiliates provide a full range of commercial, leasing, retail, wealth management, trust and private banking products and services through over 130 locations in metropolitan Chicago, northwest Indiana, central and western Illinois, and eastern Iowa. First Midwest's common stock is traded on the NASDAQ Stock Market under the symbol FMBI. First Midwest's website is
www.firstmidwest.com
.
First Midwest Bancorp, Inc. | One Pierce Place | Suite 1500 | Itasca | Illinois | 60143
Forward-Looking Statements
This press release may contain certain "forward-looking statements" within the meaning of the federal securities laws relating to First Midwest's acquisition of Standard Bancshares, Inc. and Standard Bank & Trust Company, including the combination and integration of these businesses. In some cases, forward-looking statements can be identified by the use of words such as "may", "will", "expect", "anticipate", "believe" or "look forward", and words of similar import. Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management's control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. Forward-looking statements are not guarantees of future performance, and First Midwest cautions you not to place undue reliance on these statements. Forward-looking statements are made only as of the date of this press release, and First Midwest undertakes no obligation to update any forward-looking statements contained in this press release to reflect new information or events or conditions after the date hereof.
Forward-looking statements are subject to certain risks, uncertainties and assumptions. For a discussion of certain risks, uncertainties and assumptions, please see the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in First Midwest's Annual Report on Form 10-K for the year ended December 31, 2015, as well as First Midwest's subsequent filings made with the Securities and Exchange Commission. Other sections of these reports describe additional factors that could impact First Midwest's business, financial performance and consummated acquisition transactions.
CONTACTS:
Paul F. Clemens
(Investors)
EVP
(630) 875-7347
paul.clemens@firstmidwest.com
James M. Roolf
(Media)
SVP and Corporate Relations Officer
(630) 875-7533
jim.roolf@firstmidwest.com
First Midwest Bancorp, Inc. | One Pierce Place | Suite 1500 | Itasca | Illinois | 60143

text: MIDWEST BANCORP, INC.

text: STANDARD BANK & TRUST COMPANY

text: Midwest Bancorp, Inc.

text: First Midwest

text: Standard Bancshares, Inc.

text: Standard Bank & Trust Company

text: Lawrence P. Kelley

text: First Midwest

text: First Midwest

text: First Midwest

text: Michael L. Scudder

text: First Midwest

text: First Midwest

text: First Midwest

text: First Midwest

text: First Midwest

text: First Midwest

text: First Midwest

text: Midwest Bancorp, Inc.

text: First Midwest

text: Standard Bancshares, Inc.

text: Standard Bank & Trust Company

text: First Midwest

text: First Midwest

text: First Midwest

text: First Midwest

text: First Midwest

text: Midwest Bancorp, Inc.


text:
EX-99.A
2
h31197exv99wa.htm
PRESS RELEASE DATED DECEMBER 8, 2005
exv99wa
Exhibit 99.A
News
For Immediate Release
El Paso Corporation Closes Sale of Interests in Chinese Power Plants for $70 Million
HOUSTON, TEXAS, December 8, 2005
-El Paso Corporation (NYSE:EP) announced today that it closed the
previously announced sale of its interests in four power plants located in China to Genting Power
China Limited for approximately $70 million. El Paso held an approximate 26-percent indirect
ownership interest in the Meizhou Wan power plant, representing 190 net megawatts (MW); an
80-percent indirect ownership interest in the Nanjing power plant, representing 60 net MW; a
60-percent indirect ownership interest in the Suzhou power plant, representing 60 net MW; and a
60-percent indirect ownership interest in the Wuxi power plant, representing 25 net MW.
Since its March 17, 2005 long-range plan update, the company has announced or closed approximately
$1.5 billion of its targeted $1.2 billion to $1.6 billion of asset sales that support the company's
debt-reduction program.
El Paso Corporation provides natural gas and related energy products in a safe, efficient, and
dependable manner. The company owns North America's largest natural gas pipeline system and one of
North America's largest independent natural gas producers. For more information, visit
www.elpaso.com.
Cautionary Statement Regarding Forward-Looking Statements
This release includes forward-looking statements and projections, made in reliance on the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. The company has made
every reasonable effort to ensure that the information and assumptions on which these statements
and projections are based are current, reasonable, and complete. However, a variety of factors
could cause actual results to differ materially from the projections, anticipated results or other
expectations expressed in this release, including, without limitation, the ability to implement and
achieve our objectives in the long-range plan; our ability to meet our debt-reduction targets; our
ability to close our announced asset sales on a timely basis; and other factors described in the
company's (and its affiliates') Securities and Exchange Commission filings. While the company makes
these statements and projections in good faith, neither the company nor its management can
guarantee that anticipated future results will be achieved. Reference must be made to those filings
for additional important factors that may affect actual results. The company assumes no obligation
to publicly update or revise any forward-looking statements made herein or any other
forward-looking statements made by the company, whether as a result of new information, future
events, or otherwise.
Contacts
Investor and Public Relations
Bruce L. Connery, Vice President
Office: (713) 420-5855
Media Relations
Richard Wheatley, Manager
Office: (713) 420-6828
1

text: El Paso Corporation

text: El Paso Corporation

text:
Genting Power
China Limited

text: El Paso Corporation

text: Bruce L. Connery


text:
EX-99.1
2
ex991bvsale8k.htm
PRESS RELEASE ON COMPLETION OF SALE
Press Release on Completion of Sale of EME's Dutch Holding Company
EDISON MISSION ENERGY LOGO
News Release
FOR IMMEDIATE RELEASE
Contact: Kevin Kelley, (626) 302-1033
www.edisonnews.com
Edison Mission Energy and Edison International Announce Completion of the
Sale of EME's Dutch Holding Company
IRVINE, Calif. (USA), December 16, 2004 -- Edison Mission Energy (EME) and its parent Edison
International (NYSE: EIX) today announced that EME has completed the sale of its international power generation
portfolio, owned by a Dutch holding company which EME refers to as the "BV", to a consortium comprised of
International Power plc (70%) and Mitsui & Co., Ltd (30%). The closing of the sale of the BV includes 10 of the
13 international projects included in the Purchase and Sale Agreement announced July 30th, one of the remaining
three being purchased by a project partner pursuant to a right of first refusal (CBK in the Philippines) and the
other two being projects (Tri-Energy in Thailand and Doga in Turkey) for which project level consents could not
be obtained in time for the sale of the BV.
Consideration from the sale of the BV was approximately $2.0 billion in cash, representing a base
purchase price of $2.3 billion after adjustments for project distributions received by EME during 2004, other
working capital adjustments and the omission of the three projects from the 13 contemplated in the original sale
agreement. Together with the closing of the sale of its interest in Contact Energy, completed September 30, the
sale by EME of its international assets is now substantially complete and has resulted thus far in the receipt of
total cash proceeds in the amount of $2.7 billion. The total cash proceeds, net of transaction costs and taxes
related to sale, will be available to repay debt, to support contracting and hedges of power sales, to make
capital expenditures for EME's remaining domestic projects and for investment. In anticipation of the sale of
the BV, the remaining $200 million of the original $800 million secured loan at Mission Energy Holdings
International, Inc. was repaid.
The BV sale is the result of a previously announced process to sell EME's portfolio of 14 international
energy assets located in Europe, the Asia Pacific region and Puerto Rico. Sale of EME's remaining three
international assets are expected to be finalized before year end or early in the new year.
-more -
Lehman Brothers and Credit Suisse First Boston acted as financial advisors to EME on the sale of its
international assets.
###
Edison Mission Energy is a subsidiary of Rosemead, Calif.-based Edison International. Other Edison
International companies include Edison Capital and Southern California Edison.

text: EME's Dutch Holding Company

text: EDISON MISSION ENERGY

text: Edison Mission Energy

text: Edison International

text: EME's Dutch Holding Company

text: Edison Mission Energy

text: EME

text:
Edison
International

text: EME

text: EME

text: EME

text: EME

text: EME

text: EME

text: EME

text: Lehman Brothers

text: Credit Suisse First Boston

text: EME

text: Edison Mission Energy

text: Edison International

text:
Edison
International


text:
EX-99.1
2
exhibit991mitt8-k3272020.htm
EXHIBIT 99.1
Exhibit
AG Mortgage Investment Trust, Inc. Provides Updates as of March 27, 2020.
NEW YORK -- (BUSINESS WIRE) - March 27, 2020 -AG Mortgage Investment Trust, Inc. (NYSE: MITT) (the "Company") announced today that it is providing updates on several matters pertaining to the Company.
Update on Agency MBS Portfolio
In an effort to prudently manage its portfolio through unprecedented market volatility and preserve long-term stockholder value, on March 23, 2020 the Company completed the sale of the Company's portfolio (the "Agency Portfolio") of residential mortgage-backed securities issued or guaranteed by a U.S. government-sponsored entity ("Agency MBS"). After satisfaction of an aggregate of approximately $880 million of repurchase financing obligations with respect to the Agency Portfolio, the transaction netted the Company approximately $38 million of cash proceeds through T+0 settlement. After giving effect to the sale of the Agency Portfolio, the Company no longer owns any whole pool Agency MBS and as of close of business on March 27, 2020, the Company has approximately $78 million of cash and cash equivalents on hand.
Update on Financing Arrangements
On March 24, 2020, the Company received written notices from certain affiliates of Royal Bank of Canada ("RBC") alleging that events of default had occurred with respect to various financing agreements. The Company disputes RBC's notices of events of default and filed a suit in federal district court in New York describing the wrongful conduct by RBC and seeking both to enjoin RBC from selling the Company's collateral securities as well as damages. The Company has also received notifications from several additional financing counterparties of alleged events of default under their financing agreements, and of certain of those counterparties' intentions to accelerate the Company's and such subsidiaries' performance obligations under the relevant agreements.
Under the terms of the applicable financing arrangements, if the Company fails to deliver additional collateral or otherwise meet margin calls when due, the financing counterparties may demand immediate payment by the Company of the aggregate outstanding financing obligations owed to such counterparties, and if such financing obligations are not paid, may sell the securities and apply the proceeds to the Company's financing obligations and/or take ownership of the securities securing the Company's financing obligations. The Company may also be liable for a shortfall if the proceeds from such sale or value of such securities is less than the relevant financing obligation.
As previously announced, on Monday, March 23, 2020, the Company notified its financing counterparties that it was not in a position to fund the margin calls it received on March 23, 2020, and that the Company did not expect to be in a position to fund the anticipated volume of future margin calls under its financing arrangements in the near term as a result of market disruptions created by the COVID-19 pandemic.
Since March 23, 2020, the Company and several of its subsidiaries have received notifications from several financing counterparties of alleged events of default under their financing agreements, and of certain of those counterparties' intentions to accelerate the Company's and such subsidiaries' performance obligations under the relevant agreements. The Company and its subsidiaries have disputed certain of those notices. However, in the event of a default under one or more of those agreements, financial and other obligations under such agreements, and in some cases the Company's obligations as a guarantor, may be accelerated and the counterparties may take ownership of the securities pledged to secure the financing obligations by the Company or its subsidiaries. Certain counterparties have informed the Company that they have sold the securities pledged to secure the financing obligations. The Company and its subsidiaries also may be subject to penalties under those agreements and may suffer cross-default claims from its other lenders.
The Company continues to engage in discussions with its financing counterparties with regard to entering into forbearance agreements pursuant to which each counterparty would agree to forbear from exercising its rights and remedies with respect to an event of default under the applicable financing arrangement for an agreed-upon period. The Company cannot predict whether its financing counterparties will enter into a forbearance agreement, the timing of any such agreement, or the terms thereof.
Update on Dividends
On March 27, 2020, the Company announced that the Board has approved a suspension of the Company's quarterly dividends on the Company's common stock, the Company's 8.25% Series A Cumulative Redeemable Preferred Stock, the Company's 8.00% Series B Cumulative Redeemable Preferred Stock, and the Company's 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, beginning with the common dividends that normally would have been declared in March 2020 and
the preferred dividends that would have been declared in May 2020. The Board's decision reflects the Company's continuing focus on conserving capital and improving its liquidity position during the current market volatility.
ABOUT AG MORTGAGE INVESTMENT TRUST, INC.
AG Mortgage Investment Trust, Inc. is a hybrid mortgage REIT that opportunistically invests in and manages a diversified risk-adjusted portfolio of Agency RMBS and Credit Investments, which include Residential Investments and Commercial Investments. AG Mortgage Investment Trust, Inc. is externally managed and advised by AG REIT Management, LLC, a subsidiary of Angelo, Gordon & Co., L.P., an SEC-registered investment adviser that specializes in alternative investment activities.
FORWARD LOOKING STATEMENTS
This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 related to the Company's outstanding indebtedness and the status of our ongoing discussions with our financing counterparties, among others. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results and outcomes could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, changes in interest rates, changes in default rates, changes in the yield curve, changes in prepayment rates, the availability and terms of financing, changes in the market value of our assets, general economic conditions, conditions in the market for Agency RMBS, Non-Agency RMBS, ABS and CMBS securities, Excess MSRs and loans, our ability to predict and control costs, conditions in the real estate market, legislative and regulatory changes that could adversely affect the business of the Company and the ongoing spread and economic effects of the novel coronavirus (COVID-19). Additional information concerning these and other risk factors are contained in the Company's filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings. Copies are available free of charge on the SEC's website, http://www.sec.gov/. All information in this press release is as of March 27, 2020. The Company undertakes no duty to update any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Source: AG Mortgage Investment Trust, Inc.
AG Mortgage Investment Trust, Inc.
Investor Relations
(212) 692-2110
ir@agmit.com

text: AG REIT Management, LLC


text:
EX-99.1
7
v330539_ex99-1.htm
EXHIBIT 99.1
Casa Montalvo Holdings Announces Reverse
Merger With Advanced Cloud Storage, Inc.
Moorpark, California - December
21, 2012 -
Casa Montalvo Holdings, Inc., a developer of branded alcoholic beverages, including Montalvo Tequila, ("Montalvo"),
today announced that it has gone public via a reverse merger with Advanced Cloud Storage, Inc. (the "Company")(OTCBB:ACSR)
("Advanced Cloud").
On December 21, 2012, the Company acquired
Montalvo in accordance with an Agreement and Plan of Share Exchange (the "Exchange"), whereby Montalvo exchanged all
of its issued and outstanding capital stock in exchange for 59,000,000 shares of common stock, upon giving effect to a 32.4552
for one forward split, of which the Company is in the process of applying (the "Split").
Upon effectiveness of the Split, as well
as the cancellation of 10,000,000 shares held by the former majority shareholder of Advanced Cloud, there will be a total of approximately
66,700,000 shares of the Company's common stock outstanding.
Also in connection with the Exchange, Advanced
Cloud approved the change of its name to Montalvo Spirits, Inc. The Company intends to apply for a change of its stock symbol on
the Over the Counter Bulletin Board to reflect this amendment.
In connection with the acquisition, the
Company appointed Alex Viecco as Chief Executive Officer and as Chairman of the Board of Directors. The company also appointed
Sergio Gonzalez Rivera as President and a director and Carlos Gonzalez Rivera as Chief Operating Officer and a director. Daniel
Cahill was appointed as the Director of Sales of the company as well as a director.
"We are delighted to complete this
transaction and become a public company", said Alex Viecco, Montalvo CEO. "The going public transaction provides a
strong financial foundation with enhanced access to capital and will further Montalvo's strategy of developing artisanal
spirit brands".
Carlos Gonzalez Rivera, Montalvo COO and Master Distiller of
Montalvo Tequila, added "we are extremely excited for the opportunity to expand the reach of Montalvo and to share our family's
tequila recipe with a much broader audience".
About Montalvo Spirits, Inc.
Montalvo develops, markets and distributes premium alcoholic
beverages, with the initial offering being the award-winning Montalvo Tequila. The Company plans to focus on artisanal spirit
brands with a tradition of excellence and quality. Additional information concerning the Company is available on the Company's
website:
http://montalvospirits.com
Forward-Looking
Statements
This press release contains 'forward-looking
statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934. Although the forward- looking statements in this release reflect the good faith judgment of management, forward-looking
statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different
from those discussed in these forward-looking statements including, but not limited to, our ability to maintain our website and
associated computer systems, our ability generate sufficient market acceptance for our shipping products and services, our inability
to generate sufficient operating cash flow, and general economic conditions. Readers are urged to carefully review and consider
the various disclosures made by us in the our reports filed with the Securities and Exchange Commission, including those risks
set forth in the Company's Current Report on Form 8-K filed on December 21, 2012, which attempt to advise interested parties
of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more
of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially
from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak
only as of the date of this release. We assume no obligation to update any forward- looking statements in order to reflect any
event or circumstance that may arise after the date of this release.
Media Contact:
Amanda Duff
Amanda@DuffCommunications.com

text: Casa Montalvo Holdings

text: Advanced Cloud Storage, Inc.

text: Casa Montalvo Holdings, Inc.

text: Advanced Cloud Storage, Inc.