text:
EX-99.1
16
v037061_ex99-1.htm
EXHIBIT
99.1
FOR
IMMEDIATE RELEASE
NICKLEBYS.COM,
INC. COMPLETES MERGER, NAME CHANGE AND
REINCORPORATES
IN DELAWARE AS FIIC HOLDINGS, INC. (OTCBB: FIIH.OB)
COLUMBUS,
Ohio - March 2, 2006 - Nicklebys.com, Inc. announced today that it has completed
a merger with privately-held FIIC, Inc., an organizational stage company,
headquartered in Columbus, Ohio, in the process of establishing itself as an
insurance holding company. In connection with the merger, Nicklebys.com, Inc.
also reincorporated from Colorado to Delaware and changed its name to FIIC
Holdings, Inc. (OTCBB: FIIH.OB). Upon close of the Merger, the former officers
and directors of FIIC, Inc. took over management and the board of FIIC Holdings,
Inc.
The
transaction was completed by the merger of a wholly-owned subsidiary of
Nicklebys.com, Inc. with and into FIIC, Inc., with FIIC, Inc. as the surviving
corporation and a wholly-owned operating subsidiary of Nicklebys.com, Inc.
As
consideration for the merger, Nicklebys.com, Inc. issued
shares of its common stock on a one-for-one basis in exchange for 100% of the
issued and outstanding shares of FIIC, Inc. common stock, and assumed all
outstanding options and warrants to purchase shares of FIIC, Inc. common stock
and outstanding notes convertible into shares of FIIC common stock on the same
terms and conditions as previously issued by FIIC, Inc.
As
a result, the company now has outstanding approximately 13,866,983 shares of
common stock, and the former
securityholders of Nicklebys.com, Inc. now own approximately 6.3% of the
combined company on a fully diluted basis. Nicklebys.com,
Inc. has ceased all of its prior business operations and has adopted and
implemented FIIC, Inc.'s business plan. As a result of the change of name from
Nicklebys.com, Inc. to FIIC Holdings, Inc., the company has received a new
ticker symbol, FIIH.OB.
"We
are excited about the closing of the merger with Nicklebys and becoming a public
insurance holding company", said James W. France, Jr., President and CEO of FIIC
Holdings, Inc. "The closing of the merger will allow us to now focus on the
formation and launch of our insurance entities, leading to the introduction
of a
new line of financial insurance products for investors".
About
FIIC Holdings, Inc.
FIIC
Holdings, Inc. is an organizational stage company in the process of establishing
itself as an insurance holding company. To conduct its business, FIIC intends
to
form and capitalize three operating subsidiaries, including a Risk Retention
Group to write insurance policies, an Agency Captive insurance company to
provide reinsurance, and a Master Group Agency providing operations services
to
the other two subsidiaries. FIIC has an exclusive license to access and use
a
proprietary set of underwriting data and standards, known as the FIIC
Underwriting Data and Standards, and an associated web-based interface,
collectively known as the FIIC Database Content and Technology. Through the
planned insurance subsidiaries, FIIC intends to use this proprietary information
and technology to underwrite a new form of insurance policy, designated as
an
Investor Protection policy, designed and intended to bolster investment in
new
and growing businesses by insuring businesses, which will then name their
investors as beneficiaries, against certain kinds of business failure. FIIC's
objective is to provide a stable investment environment for small business
investors through the strict application of its underwriting criteria.
Forward
Looking Safe Harbor Statement:
This
press release contains forward-looking statements. By their nature,
forward-looking statements and forecasts involve risks and uncertainties because
they relate to events and depend on circumstances that will occur in the near
future. There are a number of factors that could cause actual results and
developments to differ materially. For a discussion of those risks and
uncertainties, please see our filings with the Securities and Exchange
Commission. We file annual, quarterly and special reports, proxy statements
and
other information with the SEC. You may read and copy any reports, statements
or
other information that we file at the SEC's public reference room at 100 F
Street, N.E., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330
for
further information on the public reference room. You also may obtain copies
of
this information by mail from the Public Reference Section of the SEC, 100
F
Street, N.E., Washington, D.C., 20549 at prescribed rates. Our public filings
with the SEC also are available from commercial document retrieval services
and
at the web site maintained by the SEC at http://www.sec.gov.
Media
Contact:
Metropolis
Public Relations, Inc.
Angeline
Renee Cook
877-963-8767
(ext 11)
acook@metropolispr.com

text:
NICKLEBYS.COM,
INC.

text: Nicklebys.com, Inc.

text: FIIC, Inc.

text: Nicklebys.com, Inc.

text: FIIC, Inc.

text: Nicklebys.com, Inc.

text: FIIC, Inc.

text: FIIC, Inc.

text: Nicklebys.com, Inc.

text: Nicklebys.com, Inc.

text: FIIC, Inc.

text: FIIC, Inc.

text: FIIC, Inc.

text: Nicklebys.com, Inc.

text:
Nicklebys.com,
Inc.

text: FIIC, Inc.

text: Nicklebys.com, Inc.


dataset: buster

text:
EX-99.1
4
d261416dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
BLOCK, INC. COMPLETES ACQUISITION OF AFTERPAY
In conjunction with the acquisition, Block has appointed former Afterpay Director
Sharon Rothstein to serve as a member of its Board of Directors
SAN FRANCISCO, January 31, 2022
- Block, Inc. (NYSE: SQ) and Afterpay Limited today announced the successful completion of the Scheme of
Arrangement under which Block has acquired all of the issued shares in Afterpay. This transaction aims to enable Block to better deliver compelling financial products and services that expand access to more consumers and help drive incremental
revenue for sellers of all sizes.
"We're excited to welcome the Afterpay team to Block and are eager to get to work", said Jack Dorsey,
Block
co-founder
and CEO. "Together, we'll deliver even better products and services for sellers and consumers while staying true to our shared purpose of making the financial system more fair and
accessible to everyone".
The acquisition furthers Block's strategic priorities for its existing Square and Cash App ecosystems. Together,
Square and Afterpay intend to enable sellers of all sizes to offer "buy now, pay later" (BNPL) at checkout, give Afterpay consumers the ability to manage their installment payments directly in Cash App, and give Cash App customers the
ability to discover sellers and BNPL offers directly within the app.
Today, Square also launched its first integration with Afterpay, providing
Afterpay's BNPL functionality to sellers in the United States and Australia that use Square Online for
e-commerce.
This new omnichannel commerce tool can help sellers attract new shoppers and drive
incremental revenue from day one. For more information on this announcement, read the press release
here
.
Afterpay
co-founders
and
co-CEOs
Nick Molnar and Anthony Eisen have joined Block and will help lead Afterpay's respective seller and consumer businesses, as part of
Block's Square and Cash App ecosystems.
Block has also appointed Sharon Rothstein, a former Afterpay Director and Operating Partner at growth equity
firm Stripes, to serve as a member of its Board of Directors. Prior to joining Stripes, Ms. Rothstein held several senior marketing and brand management positions with leading global brands including Sephora, Starwood Hotels and Resorts, and
Procter & Gamble before serving on the executive team as Global Chief Marketing Officer and Global Chief Product Officer at Starbucks Corporation.
"I've long admired Block's purpose to make the financial system more accessible and inclusive. I'm honored and excited to bring my global experiences to the diverse expertise
of this Board", said Ms. Rothstein.
"We're excited to welcome Sharon to our Board. Sharon's expertise in marketing and global
operations make her a great fit for Block as we move into this next growth phase with Afterpay", said Mr. Dorsey. "We'd also like to thank all of the members of the Afterpay Board for their contributions to the business and the
transaction".
Block will release financial results for the fourth quarter and full year 2021 on February 24, 2022, after the market closes.
Media Contact:
press@block.xyz
Investor Relations Contact:
ir@block.xyz
About Block
Block (NYSE: SQ) is a global technology company with a focus on financial services. Made up of Square, Cash App, Spiral, TIDAL, and TBD54566975, we
build tools to help more people access the economy. Square helps sellers run and grow their businesses with its integrated ecosystem of commerce solutions, business software, and banking services. With Cash App, anyone can easily send, spend, or
invest their money in stocks or Bitcoin. Spiral (formerly Square Crypto) builds and funds free, open-source Bitcoin projects. Artists use TIDAL to help them succeed as entrepreneurs and connect more deeply with fans. TBD54566975 is building an open
developer platform to make it easier to access Bitcoin and other blockchain technologies without having to go through an institution.
Forward Looking
Statements
This press release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding the the future performance of Block, Inc. (the "Company") and
Afterpay; the perceived synergies and other benefits of the acquisition; the ability of the acquisition to accelerate growth and to strengthen the integration between the Company's Square and Cash App ecosystems; and expectations around the
financial impact of the transaction on Company's financials; the Company's expectations regarding scale, economics and the demand for or benefits from its current and future products, product features and services. Such statements are
subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause the Company's actual results, performance, or achievements to differ materially from results expressed or implied in this press
release, and reported results should not be considered as an indication of future performance. Investors are cautioned not to place undue reliance on these statements.
Risks that contribute to the uncertain nature of the forward-looking statements include, among others, the proposed transaction may not advance the Company's business strategies; the ability
of the company to retain the merchants of Afterpay; the ability to realize the expected benefits from the transaction in the expected time period, or at all; disruptions from the integration of Afterpay on ongoing operations; the Company's
ability to integrate Afterpay's products into its ecosystems; and unknown, underestimated, or undisclosed commitments or liabilities, as well as other risks listed or described from time to time in the Company's filings with the Securities
and Exchange Commission ("SEC"), including the most recently filed Quarterly Report on Form
10-Q
and the Company's Proxy Statement filed on October 5, 2021 which are on file with the SEC
and available on the investor relations page of the Company's website. All forward-looking statements are based on information and estimates available to the Company at the time of this press release and are not guarantees of future
performance. Except as required by law, the Company assumes no obligation to update any of the statements in this press release.

label: organization

text: BLOCK, INC.

text: AFTERPAY

text: Block

text: Afterpay

text: Block, Inc.

text: Afterpay Limited

text: Block

text: Afterpay

text: Block

text: Afterpay

text: Block

text: Block

text: Block

text: Afterpay

text: Afterpay

text: Afterpay

text: Afterpay

text: Afterpay

text: Block

text: Afterpay

text: Block

text: Block

text: Afterpay

text: Procter & Gamble

text: Block

text: Block

text: Afterpay

text: Afterpay

text: Block

text: Block

text: Block

text: Block, Inc.

text: Afterpay

text: Afterpay

text: Afterpay

text: Afterpay

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
2
ex991.htm
EXHIBIT 99.1
Converted by EDGARwiz
Exhibit 99.1
April 30, 2015
For more information contact
Stephen P. Wilson, Chairman and CEO
TO ALL MEDIA:
Steve P. Foster, President
FOR IMMEDIATE RELEASE
at 800-344-BANK
RE:
LCNB National Bank and Brookville National Bank Complete Their Merger
On Thursday, April 30, 2015, LCNB Corp. (
"
LCNB
"
) (NASDAQ: LCNB) consummated its acquisition of BNB Bancorp, Inc. (
"
BNB
"
) and BNB
'
s banking subsidiary, Brookville National Bank (
"
BNB Bank
"
). Upon consummation of the acquisition, BNB was merged with and into LCNB and BNB Bank was merged with and into LCNB
'
s wholly-owned subsidiary, LCNB National Bank. The BNB Bank offices will now assume the name, LCNB National Bank, and the management and staff will essentially remain the same.
Stephen P. Wilson, Chairman and CEO of LCNB Corp., stated,
"
We are very excited to be entering the Brookville Market and pleased to be partnering with such a strong and well respected Community Bank.
"
Roger L. Moler, BNB President, stated,
"
Brookville National Bank looks forward to joining such a fine organization and to having the ability to offer expanded bank services to the Brookville community.
"
The transaction gives LCNB two additional banking offices in Montgomery County, Ohio, along with an additional $ 111.8 million in total assets, which includes $35.9 million in total loans and $100.7 million in total deposits as of March 31, 2015.
LCNB was advised by FBR Capital Markets & Co. and Dinsmore & Shohl LLP. BNB was advised by Austin Associates LLC and Shumaker, Loop & Kendrick, LLP.
LCNB is a financial holding company headquartered in Lebanon, Ohio. LCNB National Bank is its wholly-owned subsidiary with 37 offices located in Butler, Clermont, Clinton, Fayette, Hamilton, Montgomery, Preble, Ross, and Warren Counties, Ohio. Additional information about LCNB Corp. and information about products and services offered by LCNB National Bank can be found on the Internet at
www.LCNB.com
.
Safe Harbor Statement
:
Certain statements made herein may be deemed to be forward-looking statements that involve risks and uncertainties, including regulatory policy changes, interest rate fluctuations, loan demand, loan delinquencies and losses, and other risks. Actual strategies and results in future time periods may differ materially from those currently expected. Such forward-looking statements represent management
'
s judgment as of the current date. LCNB disclaims any intent or obligation to update such forward-looking statements. LCNB intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

label: person

text: Stephen P. Wilson

text: Steve P. Foster

text: LCNB National Bank

text: Brookville National Bank

text: LCNB Corp.

text: LCNB

text: LCNB

text: BNB Bancorp, Inc.

text: BNB

text: BNB

text: Brookville National Bank

text: BNB

text: BNB

text: LCNB

text: BNB

text: LCNB

text: LCNB National Bank

text: BNB

text: LCNB National Bank

text: Stephen P. Wilson

text: LCNB Corp.

text: BNB

text: Brookville National Bank

text: LCNB

text: LCNB

text: FBR Capital Markets & Co.

override: organization

text: Dinsmore & Shohl LLP

text: BNB

text: Austin Associates LLC

text: Shumaker, Loop & Kendrick, LLP

text: LCNB

text: LCNB National Bank

text: LCNB Corp.

text: LCNB National Bank

text: LCNB

text: LCNB


text:
EX-99
2
mm7-1006_8ke991.txt
PRESS RELEASE
Exhibit 99.1
------------
INTERNATIONAL WIRE GROUP, INC. COMPLETES ITS EXIT FROM THE INSULATED WIRE
BUSINESS
Camden, NY -July 5, 2006 - International Wire Group, Inc. (ITWG. PK), announced
today the closing of the previously announced sales of its insulated wire
subsidiaries in the Philippines and Mexico to Draka Holding N.V. and Draka
Mexico Holding, S.A. de C.V. ("Draka"). These transactions, together with the
sale of certain U.S. insulated wire assets to Copperfield, LLC in November 2005
and the subsequent collection of retained accounts receivable, complete IWG's
exit from the insulated wire business.
Mark K. Holdsworth, Chairman of the Board of Directors of IWG, said, "The Draka
transactions, which closed on July 3, 2006, complete the process of exiting the
insulated wire business world-wide. Net cash proceeds from the exit of the
insulated wire business since November 2005 total approximately $75 million. We
are quite pleased with the results of this important strategic initiative.
Moreover, we were also able to complete the acquisition of IWG High Performance
Conductors, Inc. on March 31, 2006, and establish a strong market presence in
specialty high-performance conductors for the aerospace, medical device and
sensor industries".
Rodney D. Kent, Chief Executive Officer, stated, "In addition to strengthening
our balance sheet, the exit from the insulated wire business will help
facilitate our continued focus on growing key areas within our core bare wire
markets and specialty high-performance conductors business." Mr. Kent added,
"The Company continues to grow in these two businesses, and with substantial
scale, we expect to continue to be able to better serve our customer needs".
International Wire Group, Inc is a manufacturer and marketer of wire products,
including bare, silver-plated, nickel-plated and tin-plated copper wire, for
other wire suppliers and original equipment manufacturers or "OEMs". Their
products include a broad spectrum of copper wire configurations and gauges with
a variety of electrical and conductive characteristics and are utilized by a
wide variety of customers primarily in the aerospace, appliance, automotive,
electronics and data communications, industrial/energy and medical device
industries. The Company manufactures and distributes its products at 13
facilities located in the United States, Belgium, France and Italy.
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
Certain statements in this report may constitute "forward-looking" statements
within the meaning of the Private Litigation Reform Act of 1995. Words such as
"expects", "intends", "plans", "projects", "believes", "estimates", and similar
expressions are used to identify these forward-looking statements. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Forward-looking
statements are based upon assumptions as to future events that may not prove to
be accurate. Actual outcomes and results may differ materially from what is
expressed or forecasted in these forward-looking statements. As a result, these
statements speak only as of the date they were made and we undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Our actual results
and future trends may differ materially depending on a variety of factors,
including the continued operation, viability and growth of customers, production
rate increases and decreases, acquisition and divestiture plans, and other
cost-reduction and productivity efforts; performance issues with key suppliers,
subcontractors and customers; global trade policies; worldwide political
stability; domestic and international economic conditions; price escalation;
legal and investigatory proceedings; and other economic, political and
technological risks and uncertainties. For further information about IWG's
principal risks and uncertainties, see IWG's Form 10-K and other filings with
the Securities and Exchange Commission.
Contact:
International Wire Group, Inc.
Glenn J. Holler
Senior Vice President and CFO
314-719-1000
####

text: INTERNATIONAL WIRE GROUP, INC.

text: International Wire Group, Inc.

text: Draka Holding N.V.

text:
Draka
Mexico Holding, S.A. de C.V.

text: Mark K. Holdsworth

text: Rodney D. Kent

text: International Wire Group, Inc.


text:
EX-99.1
3
f8k101718ex99-1_optimizerx.htm
PRESS RELEASE, DATED OCTOBER 17, 2018
Exhibit 99.1
OptimizeRx
Acquires CareSpeak Communications
Acquisition
addresses critical industry need for direct communication between pharma and
patients, supporting greater medication adherence,
patient engagement and health outcomes
ROCHESTER,
Mich., (October 17, 2018)
-
OptimizeRx
Corp. (
NASDAQ: OPRX), a leading provider of digital health messaging for the pharmaceutical industry, has acquired CareSpeak
Communications, a leader in interactive health messaging for improved medication adherence and care coordination.
OptimizeRx
bridges the communication gap between pharma and providers with its digital health messaging platform that is delivered through
a nationwide network of leading electronic health record (EHR) and ePrescribing providers. With CareSpeak, the company expands
its reach to communicate directly to patients, resulting in greater medication adherence, persistence and affordability. This
strategic acquisition follows a year of record growth for OptimizeRx, diversifying its revenue streams and scaling its current
solution.
"There
are immense resources being poured into quality improvement and value-based care, all for the simple reason that it improves outcomes
and reduces costs for all stakeholders", said William Febbo, CEO of OptimizeRx. "By adding CareSpeak's complementary
capabilities to our platform, we extend our ability to engage doctors and patients, and improve health. CareSpeak allows us to
further bridge the critical communication gaps between pharma, healthcare providers and patients".
According
to a recent study, between 25 and 50 percent of patients worldwide do not take their medications as recommended. In the U.S. alone,
sub-optimal adherence has been associated with 125,000 deaths and 10 percent of hospitalizations, and costs the industry up to
$289 billion annually.
By
deploying CareSpeak's technology through its nationwide digital health network, OptimizeRx will encourage medication adherence
and persistence more effectively through greater affordability, patient engagement and interactive communication.
Clinical
studies show CareSpeak's automated patient engagement platform leads to better patient outcomes and can extend patient's
time on therapy with specialty medications for up to 3.5 months. CareSpeak-powered intervention reduces payer medical cost by
$140 per member per month, according to published data.
"One
of the keys to any good patient adherence and support program is an easy and seamless way for patients to get enrolled,"
said CareSpeak CEO, Serge Loncar. "CareSpeak's mission is to serve the patient along their whole therapy journey with
the right information at the right time, and OptimizeRx's has the ability to serve the right message to the HCP and their
patients at the point of prescribing. This "teachable moment" will have a significant impact on creating a streamlined
experience for the patient, leading to higher enrollment rates and ultimately improved outcomes".
The
integration of CareSpeak's HITRUST certified and HIPAA compliant mobile messaging platform enables direct, real-time communication
to patients. CareSpeak helps patients manage their own health with medication reminders, refill notices, side effect management
information, and cost-saving co-pay programs. In addition, patients can contact nurse support services if needed.
Added
Febbo: "We are excited to join forces with Serge and his team. We see a great cultural fit given our mutual mission to transform
communication across the provider-pharma-patient care continuum. This investment allows us to drive additional opportunities for
revenue growth, extending our reach within our existing client base as well as enhancing our digital platform to facilitate more
scale."
Additional
details about the acquisition will be available in a Form 8-K to be filed by OptimizeRx with the U.S. Securities and Exchange
Commission, accessible in the investor relations section of the company's website at www.investors.optimizerx.com.
CareSpeak
will maintain its personnel at its Somerset, New Jersey headquarters. OptimizeRx is being advised by Excel Partners on the transaction.
For
more information on OptimizeRx, visit www.optimizerx.com.
About
CareSpeak Communications
CareSpeak
Communications' HIPAA compliant and HITRUST certified Automated Patient Engagement Platform helps patients be more compliant
with their medical therapy and supports them throughout their healthcare journey via interactive messaging, and care coordination
interventions. CareSpeak develops custom programs for pharmaceutical manufacturers, specialty pharmacies, health plans, as well
as clinicians at some of the leading medical centers. CareSpeak has demonstrated clinical efficacy and positive commercial impact
across a wide range of disease verticals from coronary heart disease and diabetes, to transplant and oncology patients. CareSpeak
Communications, Inc. is headquartered in Somerset, New Jersey, USA, with offices in Zagreb, Croatia (EU). Visit www.carespeak.com for
more information.
About
OptimizeRx
OptimizeRx® (NASDAQ: OPRX) is one of the nation's leading providers of digital health messaging via electronic health
records (EHRs), providing a direct channel for pharma companies to communicate with healthcare providers. The company's
cloud-based solution supports patient adherence to medications by providing real-time access to financial assistance, prior authorization,
education, and critical clinical information. The company's network is comprised of leading EHR platforms like Allscripts,
Amazing Charts and Quest, and provides more than half of the ambulatory patient market with access to these benefits within their
workflow at the point-of-care. For more information, follow the company on Twitter, LinkedIn or visit www.optimizerx.com.
Important
Cautions Regarding Forward Looking Statements
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as
amended, and such as in section 21E of the Securities Act of 1934, as amended. These forward-looking statements should not be
used to make an investment decision. The words "estimate", "possible" and "seeking" and similar expressions identify forward-looking
statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or
revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements
are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual
results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks
and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation,
competition and other material risks.
OptimizeRx
Contact
Doug
Baker, CFO
Tel
(248) 651-6568 x807
dbaker@optimizerx.com
Media
Relations Contact
Nicole
Brooks, Innsena Communications
(Tel)
860-800-2344
nicolebrooks@innsena.com
Investor
Relations Contact
Ron
Both, CMA
Tel
(949) 432-7557
oprx@cma.team

text: OptimizeRx

text: CareSpeak Communications

text:
OptimizeRx
Corp.

text:
CareSpeak
Communications

text: OptimizeRx

text: OptimizeRx

text: William Febbo

text: OptimizeRx

text: OptimizeRx

text: OptimizeRx

text: OptimizeRx

text: OptimizeRx

text: Excel Partners

text: OptimizeRx

text: CareSpeak Communications

text:
CareSpeak
Communications

text:
CareSpeak
Communications

text: OptimizeRx

text: OptimizeRx

text: OptimizeRx

text:
Doug
Baker


text:
EX-99.1
6
a20813exv99w1.htm
EXHIBIT 99.1
exv99w1
Exhibit 99.1
CONTACT:
Kent Griffin
Chief Financial Officer
(858) 485-9840
BioMed Realty Trust Completes Acquisition of Maryland Portfolio for $425 Million
Agrees to Acquire New Jersey Property for $8.0 Million
SAN DIEGO, May 24, 2006
- BioMed Realty Trust, Inc.
(NYSE: BMR) today announced that it has completed the previously announced acquisition of Human
Genome Sciences, Inc.'s (Nasdaq: HGSI) large-scale manufacturing and headquarters office and
laboratory facilities located in Rockville, Maryland. The total purchase price was approximately
$425 million, excluding closing costs.
The portfolio includes approximately 925,000 rentable square feet of existing laboratory, office
and manufacturing space. The headquarters facility consists of three recently constructed buildings
and a parking structure in addition to undeveloped land that management estimates will support over
500,000 rentable square feet of additional laboratory and office space.
The company is leasing the buildings to Human Genome Sciences pursuant to 20-year triple-net leases
that provide for a security deposit, as well as the right for HGSI to extend each lease for two
10-year terms and to repurchase the properties under certain circumstances.
BioMed also announced it has entered into an agreement to acquire a property at One Research Way in
Princeton, New Jersey for approximately $8.0 million. The One Research Way property contains
approximately 49,400 rentable square feet of laboratory and office space. The acquisition is
anticipated to close in the second quarter of 2006, and is subject to customary closing conditions.
"With the closing of this transaction, we continue to demonstrate our ability to execute our stated
strategy of acquiring life science assets in our target markets, providing real estate solutions
for quality tenants. This acquisition further enhances our leadership position in the life science
industry", said Alan D. Gold, president and chief executive officer of BioMed Realty Trust.
About BioMed Realty Trust
BioMed Realty Trust, Inc. is a real estate investment trust (REIT) focused on Providing Real Estate
to the Life Science Industry(TM). The company's tenants primarily include biotechnology and
pharmaceutical companies, scientific research institutions,
government agencies and other entities
involved in the life science industry, and its properties and primary acquisition targets are
generally located in markets with well-established reputations as centers for scientific research,
including Boston, San Diego, San Francisco, Seattle, Maryland, Pennsylvania and New York/New
Jersey. BioMed's real estate portfolio consists of 45 properties, representing 69 buildings with
approximately 5.7 million rentable square feet in each of the major life science markets in the
United States. Additional information is available at
http://www.biomedrealty.com
.
This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 based on current expectations, forecasts and assumptions that involve
risks and uncertainties that could cause actual outcomes and results to differ materially. These
risks and uncertainties include, without limitation: general risks affecting the real estate
industry (including, without limitation, the inability to enter into or renew leases, dependence on
tenants' financial condition, and competition from other developers, owners and operators of real
estate); adverse economic or real estate developments in the life science industry or the company's
target markets; risks associated with the availability and terms of financing and the use of debt
to fund acquisitions and developments; failure to manage effectively the company's growth and
expansion into new markets, or to complete or integrate acquisitions successfully; risks and
uncertainties affecting property development and construction; risks associated with downturns in the national and local economies, increases in
interest rates, and volatility in the securities markets; potential liability for uninsured losses
and environmental contamination; risks associated with the company's potential failure to qualify
as a REIT under the Internal Revenue Code of 1986, as amended, and possible adverse changes in tax
and environmental laws; and risks associated with the company's dependence on key personnel whose
continued service is not guaranteed. For a further list and description of such risks and
uncertainties, see the reports filed by the company with the Securities and Exchange Commission,
including the company's most recent annual report on Form 10-K. The company disclaims any intention
or obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

text: Kent Griffin

text: BioMed Realty Trust

text: BioMed Realty Trust, Inc.

text:
Human
Genome Sciences, Inc.

text: BioMed

text: Alan D. Gold

text: BioMed Realty Trust

text: BioMed Realty Trust

text: BioMed Realty Trust, Inc.

text: BioMed


text:
EX-99.1
4
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Rodger B. Holley
President/CEO
First Security Group, Inc.
(423) 308-2080
FSGBank Acquires Two Knoxville Leasing Companies
CHATTANOOGA, Tenn. -- FSGBank, NA has acquired Knoxville leasing companies, Kenesaw Leasing Inc. and J&S Leasing Inc., from National Bank of Commerce.
"This acquisition is a significant step forward in diversifying the revenue of FSGBank and further developing our income sources. As well, we anticipate that it will be immediately accretive to earnings", said Rodger Holley, chairman, CEO and president of First Security Group, Inc., the parent company for FSGBank, NA.
Warren E. Payne and Johnny F. Grubb will continue as presidents and CEOs of Kenesaw Leasing and J&S Leasing, respectively. Both companies will operate as wholly owned subsidiaries of FSGBank under their current names; and
Kenesaw Leasing's ten employees and J&S Leasing's five employees will remain with their companies after the acquisition. Payne will leave his position as the local president of National Bank of Commerce to become chairman of FSGBank's Knoxville regional banking operations. David R. Haynes will remain as president of FSGBank's Knoxville regional banking operations.
Kenesaw Leasing, which began in 1985, was acquired by National Bank of Commerce in October 1996. The business leases new and used equipment, fixtures and furnishings to owner-managed businesses. Kenesaw has offices in Knoxville, Nashville and Memphis. As of Sept. 30, total assets stood at $48 million.
"We're pleased to be associated with such a community-oriented organization", Payne said. "Since its formation, FSGBank has continued to solidify its place as a rapidly growing financial services company".
J&S Leasing was founded by Johnny Grubb in 1981, and was acquired by National Bank of Commerce in January 1997. J&S leases forklifts, heavy equipment and other machinery primarily to companies in the trucking and construction industry. J&S is located in Knoxville and as of Sept. 30 had total assets of $13.6 million.
Grubb echoed Payne's comment and said he's looking forward to the new association.
"I have a tremendous amount of respect for FSGBank and members of its management, and expect this to be a long-standing relationship", Grubb said.
-more-
FSGBank Acquires Knoxville Leasing Companies - Page 2 of 2
First Security Group, Inc. is a bank holding company headquartered in Chattanooga with $675 million in assets. Founded in 1999, First Security Group's community bank subsidiary, FSGBank, NA, has 28 full-service banking offices along the Interstate 75 corridor of East Tennessee and Northwest Georgia. In Dalton, Ga., FSGBank operates under the name Dalton Whitfield Bank. FSGBank also provides trust and investment management, mortgage banking, asset-based lending, financial planning and Internet banking (
www.fsgbank.com
). FSGBank's super-community, customer-focused, "banking the way it ought to be" approach, along with its organic growth and strategic acquisitions, have established FSG as a recognized leader in the Southeast banking industry.
###
This press release contains forward-looking statements concerning FSG's future activities. Such statements are subject to important factors that could cause FSG's actual results to differ materially from those anticipated by the forward-looking statements. These factors include the factors identified in FSG's Annual Report on Form 10-K for the year ended December 31, 2003 under the heading "Special Note Regarding Forward-Looking Statements", which are incorporated herein by reference.
SOURCE: First Security Group, Inc.

text: Rodger B. Holley

text: FSGBank

text: FSGBank, NA

text: Kenesaw Leasing Inc.

text: J&S Leasing Inc.

text: National Bank of Commerce

text: FSGBank

text: Rodger Holley

text: FSGBank, NA

text: FSGBank

text: National Bank of Commerce

text: FSGBank

text: FSGBank

text: National Bank of Commerce

text: FSGBank

text: National Bank of Commerce

text: FSGBank

text: FSGBank

text: FSGBank, NA

text: FSGBank

text: FSGBank

text: FSGBank


text:
EX-99.1
3
a15-25751_1ex99d1.htm
EX-99.1
Exhibit 99.1
For more information, contact:
Peter Kuipers
Jessika Parry
Omnicell, Inc.
Next Step Communications
(650) 251-6180
(781) 326-1741
peter.kuipers@omnicell.com
omnicell@nextstepcomms.com
Omnicell Completes Acquisition of Aesynt
·
Creates the broadest product portfolio in the industry, providing customers with an unprecedented choice of technology in medication management systems
·
Accretive to 2016 Non-GAAP EPS
MOUNTAIN VIEW, Calif. -January 6, 2016 -
Omnicell, Inc. (NASDAQ: OMCL) ("Omnicell"), a leading provider of medication and supply management solutions to health care systems, today announced that it completed its acquisition of Aesynt Holding Coöperatief U.A. from Aesynt Holding, L.P. and Aesynt, Ltd. on January 5, 2016, pursuant to the terms and conditions of the Securities Purchase Agreement announced on October 29, 2015. The combined company will support approximately 4,000 acute care facilities worldwide, have annual revenues of over $670 million and have approximately 2,200 employees.
Randall A. Lipps, Founder, Chairman, President and CEO Omnicell, said, "We are excited to bring together these two companies, providing our health care customers with an unprecedented choice of technology. This is a major milestone in the 24-year history of Omnicell, as we continue our singular focus on simplifying medication management throughout the health care continuum. The addition of Aesynt to the Omnicell family will add distinct capabilities in central pharmacy robotics, IV robotics, automated dispensing systems, and analytics. The strength of our combined offerings will deliver truly scalable innovation to support safe and efficient health care. Our common goal to improve health care for everyone will now be closer to achievement".
Details of this acquisition are included in an investor presentation found in the investor relations section of our website and can be accessed by clicking here. For the twelve months ended September 30, 2015, Aesynt reported revenue and adjusted EBITDA of $190 million and $23 million, respectively, up from $182 million and $20 million, respectively for the twelve months ended June 30, 2015.
In connection with the acquisition, Omnicell entered into a $400 million senior secured credit facility with Wells Fargo Securities, LLC, as Sole Lead Arranger and Wells Fargo Bank, National Association, as administrative agent. The credit agreement provides for (a) a five-year $200 million term loan facility, and (b) a five-year revolving credit facility of $200 million. On January 5, 2016, Omnicell borrowed the full $200 million under the Term Loan Facility and $55 million under the Revolving Credit Facility to complete the acquisition of Aesynt and to pay related fees and expenses.
Omnicell will provide updated financial guidance for 2016 including the Aesynt acquisition during a conference call to discuss the Company's Fourth Quarter 2015 financial results in the coming weeks.
Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to the acquisition of Aesynt and the anticipated benefits thereof, the expected combined operations of Omnicell and Aesynt and the availability of the senior secured credit facility going forward. As such, they are subject to the occurrence of many events outside Omnicell's control and are subject to various risk factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statement. Risks include, without limitation, risks associated with the acquisition of Aesynt, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not occur; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the acquisition, including anticipated non-GAAP accretive results and revenue; disruption from the integration process, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculation of, and factors that may impact the allocation of the purchase price to the net assets acquired in accordance with applicable accounting rules and methodologies; the possibility that if Omnicell does not achieve the perceived benefits of the acquisition of Aesynt as rapidly or to the extent anticipated by financial analysts or investors, the market price of Omnicell's shares could decline; and risks related to the incurrence of debt, including potential impairment of our flexibility and access to capital, increased interest obligations and potential that we may default under the terms of the senior credit facility and may not be able to borrow under the revolving credit facility. Other risks that contribute to the uncertain nature of the forward-looking statements include our ability to take advantage of the growth opportunities in medication management across the spectrum of health care settings from long term care to home care, our ability to deliver scalable innovation to support safe and efficient health care, unfavorable general economic and market conditions, risks to growth and acceptance of our products and services, including competitive conversions, and to growth of the clinical automation and workflow automation market generally, the potential of increasing competition, potential regulatory changes, the ability of the company to improve sales productivity to grow product bookings, to develop new products and to acquire and successfully integrate companies. These and other risks and uncertainties are described more fully in Omnicell's most recent filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this press release speak only as of the date on which they were made. Omnicell undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
OMCL-G
About Omnicell
Since 1992, Omnicell (NASDAQ: OMCL) has been creating new efficiencies to improve patient care, anywhere it is delivered. Omnicell is a leading supplier of comprehensive automation and business analytics software for patient-centric medication and supply management across the entire health care continuum-from the acute care hospital setting to post-acute skilled nursing and long-term care facilities to the home.
More than 3,200 customers worldwide have utilized Omnicell Automation and Analytics solutions to increase operational efficiency, reduce errors, deliver actionable intelligence and improve patient safety. Omnicell Medication Adherence solutions, including its MTS Medication Technologies brand, provide innovative medication adherence packaging solutions to help reduce costly hospital readmissions. In addition, these solutions enable approximately 7,000 institutional and retail pharmacies worldwide to maintain high accuracy and quality standards in medication dispensing and administration while optimizing productivity and controlling costs.
For more information about Omnicell, Inc. please visit www.omnicell.com.
About Aesynt
Aesynt
combines years of health care expertise with a comprehensive portfolio of pharmacy automation and information management tools. Aesynt partners with health care organizations to fully optimize all medication forms enterprise-wide, driving dramatic cost reductions and improved patient safety. With leading solutions for sterile compounding, enterprise-wide inventory management, and medication dispensing, Aesynt is committed to developing innovative solutions to solve the most pressing challenges for our global health care partners. For more information, visit www. Aesynt.com or follow Aesynt on Twitter at https://twitter.com/ Aesynt or LinkedIn at www.linkedin.com/company/ Aesynt.
###
Editor's Notes:
1.
All Omnicell news releases (financial, acquisitions, products, technology etc.) are issued exclusively by PR Newswire and are immediately thereafter posted on the company's external website, omnicell.com.
2.
Omnicell and the Omnicell logo design, are registered trademarks of Omnicell, Inc.
3.
All other brand or product names may be trademarks or registered trademarks of their respective companies.

text: Omnicell, Inc.

text: Omnicell

text: Aesynt

text: Omnicell, Inc.

text: Omnicell

text: Aesynt Holding Coöperatief U.A.

text: Aesynt Holding, L.P.

text: Aesynt, Ltd.

text: Randall A. Lipps

text: Omnicell

text: Omnicell

text: Aesynt

text: Omnicell

text: Aesynt

text: Omnicell

text: Omnicell

text: Aesynt

text: Omnicell

text: Aesynt

text: Aesynt

text: Omnicell

text: Aesynt

text: Omnicell

text: Aesynt

text: Omnicell

text: Aesynt

text: Omnicell

text: Omnicell

text: Omnicell

text: Omnicell

text: Omnicell

text: Omnicell

text: Omnicell

text: Omnicell

text: Omnicell, Inc.

text: Aesynt

text: Aesynt

text: Aesynt

text: Aesynt

text: Aesynt

text: Aesynt

text: Aesynt

text: Omnicell

text: Omnicell

text: Omnicell

text: Omnicell, Inc.


text:
EX-99.1
2
exhibit99_1.htm
EXHIBIT 99.1
exhibit99_1.htm
Exhibit 99.1
News Release
For Immediate Release
For Further Information, Contact:
September 14, 2010
George Lancaster, Hines
713/966-7676
George_lancaster@hines.com
HINES GLOBAL REIT ACQUIRES HOCK PLAZA IN DURHAM, NC
(HOUSTON) - Hines, the international real estate firm, announced today that Hines Global REIT has acquired Hock Plaza from Brickman Durham LLC. The 12-story office building is located at 2424 Erwin Road adjacent to Duke University in the North Durham submarket of Durham, North Carolina.
The seller was represented in the transaction by Holliday Fenoglio Fowler.
Designed by Brockwell Associates, the post-modern Hock Plaza was completed in 2004. Containing 327,160 square feet, the building is 99 percent leased to three tenants. Duke University and the Duke University Health System lease 98% of the building through October 2019. The third tenant is a small, convenience retailer.
"This asset was extremely attractive to Hines Global REIT due to its strategic location near Duke University Medical Center and its stable tenancy", said Charles Hazen, president and CEO of Hines Global REIT.
"The Raleigh/Durham market has been on our radar screen for a while, and we're delighted to be entering it with the Hock Plaza acquisition", said Hines Senior Vice President Kurt Hartman. "We're looking forward to expanding our presence in the area".
Hines Global REIT is a Houston-based, public, non-traded real estate investment trust sponsored by Hines. Hines Global REIT commenced its $3.5 billion initial public offering in August 2009 and has raised over $250 million, which it intends to invest in commercial real estate properties located in the United States and internationally. Hock Plaza represents the third acquisition for Hines Global REIT.
For additional information about Hines Global REIT, visit www.HinesREI.com.
Hines is a fully integrated real estate investment and management firm that has been investing in real estate and providing acquisition, development, financing, property management, leasing and disposition services for over 50 years. With offices in more than 100 cities in 17 countries, and controlled assets valued at approximately $22.2 billion, Hines is one of the largest real estate organizations in the world. Access
www.hines.com
for more information on Hines.
-30-
This material contains forward-looking statements (such as those concerning investment objectives, strategies, opportunities, other plans and objectives for future operations or economic performance, or related assumptions or forecasts) that are based on Hines Global REIT's current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties, including, without limitation, Hines Global REIT's ability to raise significant additional offering proceeds through its initial public offering, consummate the acquisition of a property it currently has under contract and those risks set forth in the "Risk Factors" section of Hines Global REIT's prospectus, dated April 30, 2010 (available at www.HinesREI.com). Any of these statements could be inaccurate, and actual events or Hines Global REIT's investments and results of operations could differ materially from those expressed or implied. To the extent that Hines Global REIT's assumptions differ from actual results, Hines Global REIT's ability to meet such forward-looking statements, including its ability to invest in a diversified portfolio of quality real estate investments and to generate attractive returns for investors, may be significantly hindered. You are cautioned not to place undue reliance on any forward-looking statements.

label: fund

text: Hines

override: fund

text: HINES GLOBAL REIT

text: HOCK PLAZA

text: Hines

text: Hines Global REIT

text: Hock Plaza

text: Brickman Durham LLC

text: Holliday Fenoglio Fowler

text: Hock Plaza

text: Hines Global REIT

text: Charles Hazen

text: Hines Global REIT

text: Hock Plaza

text: Hines

text: Hines Global REIT

text: Hines

text: Hines Global REIT

text: Hock Plaza

text: Hines Global REIT

text: Hines Global REIT

text: Hines

text: Hines

text: Hines

text: Hines Global REIT

text: Hines Global REIT

text: Hines Global REIT

text: Hines Global REIT

text: Hines Global REIT

text: Hines Global REIT


text:
EX-99.1
6
v039942_ex99-1.htm
Exhibit
99.1
For
more information, please contact:
Michael
J. McCloskey
Chief
Operating Officer
720-932-4282
michaelm@matrixbancorp.com
or
Susan
J. Lewis, PAIRELATIONS, LLC
(303)
804-0494
slewis@pairelations.com
FOR
IMMEDIATE RELEASE
APRIL
3, 2006
MATRIX
BANCORP, INC. ANNOUNCES SALE OF ASSETS OF
MATRIX
BANCORP TRADING SUBSIDIARY
Transaction
Marks Another Step Toward Traditional Community
Banking
DENVER
-
(BUSINESS WIRE) - April 3, 2006 - Matrix Bancorp, Inc. (NASDAQ: MTXC; the
"Company") announced today that it has sold certain assets of its Matrix Bancorp
Trading, Inc. ("MBT") subsidiary to SN Capital Markets, LLC ("SNCM"). SNCM is a
newly formed limited liability company, co-founded by several former employees
of MBT, including its former President, Mr. Chris Rooker, and Security National
Holding Company, LLC. All of the employees of MBT, 31 in number, left MBT
to
become employees of SNCM.
Historically,
MBT provided brokerage and consulting services to the Company and third party
financial institutions and financial services companies in the mortgage banking
industry, including the brokering, acquisition and analysis of loans and
mortgage servicing rights. SNCM expects to continue to provide the same
high-quality, customer-focused services that MBT had provided prior the closing
of the sale.
1
The
purchase price for the assets sold consisted of $1,330,000 in cash paid at
closing, as well as a promissory note from SNCM and its affiliate, Security
National Holding Company, LLC ("SNHC"), in the original principal amount of
$2,800,000. The note is guaranteed by SNCM's and SNHC's parent, Security
National Master Holding Company, LLC ("SNMHC"), which holds substantial assets
besides those companies. The note bears interest at the current prime rate
in
effect, and calls for equal monthly payments of principal plus accrued interest
for the next 24 months.
In
addition, MBT agreed to finance the accounts receivables sold to SNCM, in
the
amount of approximately $600,000, for a period of up to ninety days. A demand
promissory note evidencing such receivables financing has been issued by
SNCM
and SNHC and such note is guaranteed by SNMHC.
As
part
of the sale, for a period of twelve months, MBT and any of its affiliates,
have
agreed not to compete or have any ownership interest in any business in the
State of Colorado which is similar to SNCM's business.
The
Company expects to file a report on Form 8-K, including pro forma financial
statements reflecting the effect of the discontinuance of MBT's operations for
the year ending December 31, 2005, as early as April 6, 2006.
In
discussing the sale, Michael J. McCloskey, Chief Operating Officer of the
Company, commented: "We are pleased to announce what we believe to be a mutually
beneficial sale for both Matrix Bancorp and SN Capital Markets. This sale
allows
Matrix Bancorp to take another step towards our goal of re-positioning the
company as a traditional community bank serving the Colorado front range
market.
MBT and its employees have always been valuable contributors to Matrix Bancorp;
however, the services provided by MBT are not core to our revamped strategy.
We
thank the former MBT employees for their important service to Matrix and
wish
them well in their new endeavor at SN Capital Markets. The Company and our
subsidiaries intend to continue to utilize the high quality services of SNCM
for
our brokerage, deal sourcing and consulting needs".
2
Chris
Rooker, former President of MBT and newly-appointed President of SNCM,
commented: "We understand the new business strategy and direction of Matrix
Bancorp and support its goals. One of SN Capital Markets' primary goals as a new
stand-alone company is to provide quality brokerage, analytics and consulting
services to many, many financial institutions throughout the U.S., including
Matrix Capital Bank and other Matrix subsidiaries. I believe operating outside
the Matrix structure will provide SN Capital Markets the flexibility to take
our
service and business to a whole new level. I view the sale as a win-win scenario
for both Matrix and SN Capital Markets".
Denver-based
Matrix Bancorp, Inc. is focused on developing its community-based banking
network through its Matrix Capital Bank subsidiary by strategically positioning
branches across Colorado's Front Range market. The Bank plans to grow its
network to an estimated five to seven community-based branches over the next
three to five years. The Company recently identified "United Western" as its
proposed new brand name and anticipates a formal change in legal and trade
names
during second or third quarter of 2006, after receiving applicable regulatory
and shareholder approvals.
At
December 31, 2005, the Company reported total consolidated assets of $2.1
billion, total loans of $1.4 billion, total deposits of $1.1 billion and
total
consolidated shareholders equity of $180.7 million (includes proceeds used
for
the Company's January 2006 tender offer). For more information, please visit
www.matrixbancorp.com.
Certain
statements contained in this press release that are not historical facts,
including, but not limited to, statements that can be identified by the use
of
forward-looking terminology such as "may", "will", "expect", "anticipate,"
"predict", "believe", "plan", "estimate" or "continue" or the negative thereof
or other variations thereon or comparable terminology, are forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of
1995, and involve a number of risks and uncertainties. The actual results
of the
future events described in such forward-looking statements in this press
release
could differ materially from those stated in such forward-looking statements.
Among the factors that could cause actual results to differ materially are:
the
timing of regulatory approvals or consents for new branches or other
contemplated actions
;
the
availability of suitable and desirable locations for additional branches;
the
continuing strength of our existing business, which may be affected by various
factors, including, but not limited to, interest rate fluctuations; level
of
delinquencies; defaults and prepayments; general economic conditions;
competition; the delay in or failure to receive any required shareholder
approvals of the contemplated actions; the risks and uncertainties discussed
elsewhere in the Company's Annual Report on Form 10-K for the year ended
December 31, 2005 filed with the Securities and Exchange Commission on March
15,
2006; and the uncertainties set forth from time to time in the Company's
periodic reports, filings and other public statements.
3

text:
MATRIX
BANCORP, INC.

text: Matrix Bancorp, Inc.

text: SN Capital Markets, LLC

text: Chris Rooker

text:
Chris
Rooker

text: Matrix Bancorp, Inc.


text:
EX-99.1
5
v339967_ex99-1.htm
EXHIBIT 99.1
WORLD
SURVEILLANCE GROUP ACQUIRES DEFENSE CONTRACTOR LIGHTER THAN AIR SYSTEMS
Acquisition
Provides Technical and Operational Expertise, Access to Current Government and Commercial Customers, and New Product Offerings
KENNEDY
SPACE CENTER, FL - April 1, 2013
(Marketwire) - World Surveillance Group Inc. (OTCQB: WSGI), a developer of lighter-than-air
aerostats and unmanned aerial systems ("UAS"), today announced that it has completed the acquisition of Lighter Than
Air Systems Corp. ("LTAS"). LTAS is expected to continue to generate revenues based on a robust pipeline in the surveillance
and security sector. The acquisition will immediately provide technical and operational support to WSGI for the recently awarded
contract from the U.S. Department of Defense for a set of Blimp in a Box™ aerostat systems.
The
purchase price paid by WSGI for LTAS consists of: $250,000 in cash, payable 30 days after the closing of the acquisition, 25,000,000
shares of the Company's common stock, and an earn-out equal to varying percentages of gross revenues based on the level of
revenue from contracts with an identified group of potential customers.
Formed
in 2009, LTAS
develops and sells advanced surveillance solutions including
aerial and land based systems to U.S. and international governments
and commercial customers. Currently fielded LTAS systems include advanced
tactical aerostat systems and various land based systems using telescoping
and pneumatic masts and poles. LTAS is currently providing systems for various government evaluation programs intent on supporting
the warfighter and improving their field capabilities.
WSGI
President and CEO, Glenn Estrella, stated "We are confident the acquisition of LTAS will improve our position as a leader
in the tactical aerostat market and allow us to further enhance our Blimp in a Box aerostat system. The acquisition is another
significant step in the Company's overall strategic plan, and for the first time, WSGI will have in-house technical expertise
and operational capabilities. We are focused on the revenue generation potential of the combined company given LTAS' existing
government and commercial customer relationships and new product offerings. Furthermore, with the integration of our subsidiary
Global Telesat's satellite based capabilities, we can aggressively market our tactical surveillance systems to the growing global
customer base demanding low cost, persistent ISR".
LTAS
will operate as a wholly owned subsidiary of WSGI and retain its staff and office in Jacksonville, FL. For additional information
on LTAS, please visit www.LTAScorp.com.
For
additional information on WSGI, please visit www.WSGI.com.
About World
Surveillance Group Inc.
World
Surveillance Group Inc. (OTCQB: WSGI) designs, develops, markets and sells autonomous, lighter-than-air advanced aerostats and
UAS capable of carrying payloads that provide persistent intelligence, surveillance and reconnaissance ("ISR"), security
and/or wireless communications solutions at low and mid altitudes. WSGI's aerial assets are designed for integration with
electronics systems and other high technology payloads for use by government-related and commercial entities that require real-time
ISR or communications support for military, homeland defense, border control, drug interdiction, natural disaster relief, maritime
and environmental missions. For more information regarding WSGI, please visit www.wsgi.com, or view our reports and filings with
the Securities and Exchange Commission on http://www.sec.gov.
Forward-Looking
Statements
Certain
statements in this release constitute forward-looking statements. These statements include the entire discussion relating to the
acquisition and integration of LTAS, including but not limited to, the synergies or benefits that may result from the LTAS acquisition,
the ability to integrate the products or operations of LTAS and/or GTC to provide complete solutions or otherwise, the ability
to capitalize on commercial demand for low cost, persistent ISR, the ability of the combined entity to leverage relationships with
the U.S. government or other customers to attain contracts or increase revenues, whether or not the acquisition will be accretive
to WSGI's financial results immediately or in the future, the revenues, cash flows and financial condition of LTAS in any
future period, the strength of LTAS' pipeline, the Company's position in the tactical aerostat market, the further
advancement, development or commercialization of the Company's or LTAS' products, the capabilities, characteristics
and advantages of, and costs related to, the Company's and LTAS' technology, products and services, the ability of the Company
or LTAS to secure business with new customers or leverage existing customers to grow revenues, and the ability of the Company to
execute on its strategies or to accomplish any of its goals or objectives. The words "forecast", "project,"
"intend", "expect", "plan, " "should", "would", and similar expressions and
all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements
involve and are subject to known and unknown risks, uncertainties and other factors, any of which could cause the Company to not
achieve some or all of its goals or the Company's previously reported actual results, performance (finance or operating)
to change or differ from future results, performance (financing and operating) or achievements, including those expressed or implied
by such forward-looking statements. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking
statements contained in this press release.
Contact:
World Surveillance Group Inc.
321-452-3545
Barbara M. Johnson
investors@wsgi.com

text: SURVEILLANCE GROUP

text: LIGHTER THAN AIR SYSTEMS

text: World Surveillance Group Inc.

text:
Lighter Than
Air Systems Corp.

text:
World
Surveillance Group Inc.

text:
World
Surveillance Group Inc.

text: World Surveillance Group Inc.


text:
EX-99.6
7
ex99-6.htm
EX-99.6
Exhibit
99.6
December
28, 2004
Joel
Bernstein, Esq.
2666
Tigertail Avenue
Suite
104
Miami,
FL
33133
Dear
Mr.
Bernstein:
This
will
confirm the terms under which you will be paid for providing legal services
in
connection with our acquisition of Ariel Way, Inc. We have agreed that upon
our
acquisition of such firm you shall be issued 499,341 shares of our common
stock
which shall be registered on Form S-8 prior to issuance and shall not be
subject
to restrictions on transfer. If such acquisition is not completed no fee
shall
be due you.
You
have
represented to us that you will be receiving no payment from Ariel Way, Inc.
in
connection with this matter.
If
the
foregoing accurately sets forth the full and complete terms of our agreement
with regards to the foregoing fees, please so confirm by signing in the place
indicated below and returning to me at which time this shall constitute a
legally binding agreement between you and the Company.
Yours
very truly,
NETFRAN
DEVELOPMENT CORP.
By:s/
Elliot Krasnow, President
THE
ABOVE
IS CONFIRMED:
s/Joel
Bernstein

text: Ariel Way, Inc.

text: Ariel Way, Inc.

text: Elliot Krasnow


text:
EX-99.1
3
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
Photon
Dynamics Acquires Salvador Imaging
Companies
Join Forces to Serve High-Performance Imaging Markets
In
Military, Medical, Industrial and Security Sectors
SAN
JOSE, Calif., July 30, 2007
- Photon Dynamics, Inc. (NASDAQ: PHTN), a
leading global supplier of integrated yield management solutions for the flat
panel display market, and privately held Salvador Imaging, an international
supplier of high-performance digital cameras, announced today that Photon
Dynamics has acquired all of the outstanding shares of Salvador Imaging in
exchange for approximately $20,000,000, of which $8 million is in cash and
the
balance in Photon Dynamics common stock. Salvador Imaging will be
operated as a wholly owned subsidiary of Photon Dynamics and employees of
Salvador Imaging will become employees of Photon Dynamics. David
Gardner, founder and CEO of Salvador Imaging, will be president of the
subsidiary.
On
April
23, 2007, Photon Dynamics entered into a joint venture agreement with Salvador
Imaging. The joint venture resulted in the formation of Salvador
Systems LLC, a Photon Dynamics Company, which was formed to address low light
visible digital imaging applications in the defense and security markets, and
unique inspection capabilities in industrial applications. Salvador
Systems combined the digital imaging core competencies of both Photon Dynamics
and Salvador Imaging in order to provide highly sensitive color and
monochrome cameras that can be used to provide persistent 24-hour surveillance
capabilities from full daylight to starlight (night vision) conditions for
the
military and security markets. Under terms of the definitive merger
agreement announced today, the current joint venture and licensing agreements
will dissolve and Salvador Systems LLC will be absorbed into the acquisition
of
Salvador Imaging.
Jeffrey
Hawthorne, president and chief executive officer of Photon Dynamics, said,
"The
benefits of the acquisition of Salvador Imaging are clear and
immediate. Photon will own all of Salvador's Imaging capabilities
which we believe will provide more immediate revenue for the Company and expand
the addressable markets for additional growth potential".
Photon
Dynamics noted that Salvador Imaging brings a background of over 20 years
in
combining speed and dynamic range, deep experience with nearly all CCD sensor
manufacturers and a reputation for knowledge in both camera and sensor
design. The acquisition of Salvador Imaging expands Photon Dynamics'
addressable markets by providing access to advanced digital camera technology
to
address all visible and near infrared imaging applications in
·
Defense
·
Homeland
security
·
Surveillance
·
Industrial
machine vision, and
·
Medical
/ Dental
Hawthorne
added, "Advanced digital imaging is a core technology for Photon Dynamics' flat
panel yield-management equipment. By combining our imaging and
manufacturing knowledge with Salvador's expertise in developing high-performance
cameras, we can utilize our technology to address markets outside of the flat
panel display market. We could not ask for a better team than
Salvador Imaging, and we look forward to the contributions the company will
bring to Photon Dynamics".
About
Photon Dynamics, Inc.
Photon
Dynamics, Inc. (PDI) is a leading global supplier of integrated yield management
solutions for the flat panel display market. Utilizing the Company's advanced
digital imaging technology, PDI develops systems that enable flat panel display
manufacturers to collect and analyze data from the production line, and quickly
diagnose and repair process-related defects, thereby allowing manufacturers
to
decrease material costs and improve throughput. The Company's customers use
its
systems to increase manufacturing yields of high performance flat panel displays
used in a number of products, including notebook and desktop computers,
televisions and advanced mobile electronic devices such as cellular phones,
personal digital assistants and portable video games. Its test and repair
systems are used by manufacturers to collect data, analyze product quality
and
identify and repair product defects at critical steps in the active matrix
liquid crystal display manufacturing process.
Founded
in 1986, Photon Dynamics is headquartered in San Jose, California with sales
and
customer support offices in Beijing, China; Seoul, Daejeon, Gumi, and Cheonan,
Korea; Hsinchu, Tainan, and Taichung, Taiwan; and Tokyo and Tsu, Japan. The
Company's common stock is publicly traded on the NASDAQ Global Market
(NasdaqGM:PHTN - News). For more information about Photon Dynamics, visit its
website at
www.photondynamics.com
.
About
Salvador Imaging
Salvador
Imaging, headquartered in Colorado Springs, CO, designs and manufactures
high-performance digital imaging products for medical, industrial and military
applications. Products and services include a line of standard products as
well
as custom image sensor and digital camera design. For more information about
Salvador Imaging, visit its website at
www.salvadorimaging.com
.
"Safe
Harbor" Statement under the Private Securities Litigation Reform Act of
1995
Certain
statements in this press release are forward-looking statements. These
forward-looking statements are based on current expectations on the date of
this
press release and involve a number of uncertainties and risks. These
uncertainties and risks include, but are not limited to, the risk that the
acquisition of Salvador Imaging may not achieve the anticipated objectives,
that
new products may not be successfully developed, that the integration of the
two
companies may not proceed as planned, and that key employees may not continue
with the combined company. As a result, Photon Dynamics' actual
results may differ substantially from expectations. For further
information on risks affecting Photon Dynamics, refer to the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" under the caption "Factors Affecting Operating Results" in Photon
Dynamics' Annual Report on Form 10-K for the year ended September 30, 2006
as
filed with the Securities and Exchange Commission. Photon Dynamics undertakes
no
obligation to update or revise any forward-looking statements whether as a
result of new developments or otherwise.
#
#
#

text: Dynamics

text: Salvador Imaging

text: Photon Dynamics, Inc.

text: Salvador Imaging

text:
Photon
Dynamics

text: Salvador Imaging

text: Photon Dynamics

text: Salvador Imaging

text: Photon Dynamics

text: Salvador Imaging

text: Photon Dynamics

text:
David
Gardner

text: Salvador Imaging

text: Photon Dynamics

text:
Salvador
Imaging

text:
Salvador
Systems LLC

text: Photon Dynamics

text: Photon Dynamics

text: Salvador Imaging

text: Salvador Systems LLC

text: Salvador Imaging

text:
Jeffrey
Hawthorne

text: Photon Dynamics

text: Salvador Imaging

text:
Photon
Dynamics

text: Salvador Imaging

text: Salvador Imaging

text: Photon Dynamics

text: Photon Dynamics

text: Salvador Imaging

text: Photon Dynamics

text: Photon Dynamics, Inc.

text:
Photon
Dynamics, Inc.

text: Photon Dynamics

text: Photon Dynamics

text: Salvador Imaging

text:
Salvador
Imaging

text: Salvador Imaging

text: Salvador Imaging

text: Photon Dynamics

text: Photon Dynamics

text:
Photon
Dynamics

text: Photon Dynamics


text:
EX-99.1
4
focus_8k-ex9901.htm
PRESS RELEASE
focus_8k-ex9901.htm
Exhibit 99.1 Press Release on Metallum Acquisition dated October 25, 2011
Focus Gold Corp. Announces Closing of Metallum Acquisition and Provides Operational Update to Shareholders
RENO, NV, Oct 25, 2011 (MARKETWIRE via COMTEX) -- Focus Gold Corporation (OTCQB: FGLD) (OTCBB: FGLD) is pleased to announce to Shareholders it has completed the acquisition of Metallum Resources and their extensive property package spanning thirty one exploration licenses in Northern Ireland, Scotland and Ireland covering in excess of 388,000 hectares.
Acquisition Closed: The agreed Exchange Ratio for each Metallum fully paid Share at GBP Stg 0.10/Metallum Share is 0.325 Focus Gold Shares and was overwhelmingly approved by Metallum's Shareholders with over 98% Shareholders approving the transaction.
Grant White, CEO of Focus, commented: "Now that we have completed our transaction with Metallum we can build on the progress we have made pre-closing, having already lent them significant capital which has been used for exploration, and start executing on the original plan as outlined in our Press Release August 8th, 2011." The press release can be viewed here: Metallum Acquisition Overview PR.
Mr. White went on to say: "We feel these properties complement our existing portfolio in Mexico and Canada both geologically and geographically and offer significant upside to shareholders through exploration and development".
Operational progress: Currently the Company has received several proposals to provide financing to the Company. Focus' CEO stated: "Right now we are deciding between several financing proposals by interested parties regarding a dilution minimizing mechanism until the company is more appropriately valued, at which time the company will look to finance through a more traditional equity offering. This will most likely coincide with the execution of a TSX Venture Exchange strategy, further outlined below".
The Company is also in the latter steps in implementing a TSX Venture Exchange strategy with further details being available within 10-15 business days. Focus' CEO Grant White commented: "The single biggest catalyst for Focus will no doubt be structuring the assets of Focus on a world-class mining exchange allowing us to be more nimble in raising capital and at better prices. Based on my significant institutional investor meetings globally over the past six months, I am confident we will see an increase in interest from Institutional Investors. All of this, in conjunction with the great progress we have made this year, should combine for a significant upward revaluation of our underappreciated
assets in the near-term".
About Focus Gold Corporation: Focus Gold acquires and develops gold mining projects around the world. Focus Gold's current projects include the multiple Nayarit claims with a copper-gold porphyry system in Mexico through the company's wholly owned subsidiary Focus Gold Mexico Corp., two properties in the Timmins Mining District in Canada through an option agreement with Victoria Gold, and the acquisition of Metallum Resources PLC, holder of exploration licenses in Northern Ireland, Republic of Ireland and Scotland through the company's wholly owned subsidiary, Focus Celtic Gold Corporation. For further information please visit www.focusgoldcorp.com.
Company Contact:
Focus Gold Corporation
Grant White
CEO
(416) 593-8034 ext. 2115
Investor Relations:
Desert Son
(623) 465-0844
Circadian Group
Tyler M. Troup, B.Comm
Managing Director
Email: Tyler@Circadian-Group.com
Toll Free: 1-866-865-2780

text: Metallum

text: Focus Gold Corp.

text: Metallum

text: Focus Gold Corporation

text: Metallum Resources

text: Metallum

text: Focus Gold

text: Metallum

text: Grant White

text: Metallum

text: Metallum

text: Grant White

text: Focus Gold Corporation

text: Focus Gold

text: Focus Gold

text: Focus Gold

text: Metallum Resources

text: Focus Gold Corporation

text: Grant White


text:
EX-99.1
3
exhibit99050106.htm
PRESS RELEASE
Exhibit 99
Exhibit 99.1
Federated Completes Second Credit Card Receivables Transaction with Citigroup
CINCINNATI--(BUSINESS WIRE)--May 1, 2006--Federated Department Stores, Inc. (NYSE:FD)(NYSE Arca:FD) today announced it has completed a second transaction related to its previously announced sale of Federated and May Department Stores Company credit card receivables to Citigroup.
Today's transaction, covering receivables that Federated has repurchased from General Electric Capital Corporation entities, yielded a pre-tax gain of approximately $179 million ($112 million after tax). These proceeds will be used to repay short-term debt associated with Federated's acquisition of May Company, which was completed on Aug. 30, 2005.
Under the terms of an agreement announced in June 2005, Citigroup will purchase all Federated and May Company credit receivables in several separate transactions at a premium of approximately 11.5 percent. In total, these transactions are expected to produce after-tax proceeds of approximately $4.6 billion.
A first transaction completed in October 2005, which included Federated's owned proprietary credit and Visa receivables, yielded after-tax proceeds of approximately $2.7 billion after eliminating approximately $1.2 billion of outstanding receivables-backed debt.
In addition, prior to Aug. 30, 2006, Federated will sell to Citigroup the May Company credit portfolio, which included approximately $1.8 billion in receivables at Jan. 28, 2006.
Federated's Financial, Administrative and Credit Services (FACS) division, headquartered in suburban Cincinnati, will continue to manage key customer service functions, and no job losses are expected as a result of the transactions. No changes are planned to Federated's loyalty reward programs, and customers should continue to use their cards in the same manner as they do today.
All statements in this press release that are not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Federated's management and are subject to significant risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including conditions to, or changes in the timing of, proposed transactions, prevailing interest rates, competitive pressures from specialty stores, general merchandise stores, manufacturers' outlets, off-price and discount stores, new and established forms of home shopping (including the Internet, mail-order catalogs and television) and general consumer spending levels, including the impact of the availability and level of consumer debt, the effect of weather and other factors identified in documents filed by the company with the Securities and Exchange Commission
Federated, with corporate offices in Cincinnati and New York, is one of the nation's premier retailers, with fiscal 2006 sales expected to be more than $27 billion. Federated operates more than 850 department stores and more than 720 bridal and formalwear stores in 49 states, the District of Columbia, Guam and Puerto Rico under the names of Macy's, Bloomingdale's, Famous-Barr, Filene's, Foley's, Hecht's, Kaufmann's, Lord & Taylor, L.S. Ayres, Marshall Field's, Meier & Frank, Robinsons-May, Strawbridge's, The Jones Store, David's Bridal, After Hours Formalwear and Priscilla of Boston. The company also operates macys.com and Bloomingdale's By Mail.
(NOTE: Additional information on Federated, including past news releases, is available at www.fds.com/pressroom)
CONTACT: Federated Department Stores, Inc.
Media - Jim Sluzewski, 513-579-7764.
Investor - Susan Robinson, 513-579-7780.
.
SOURCE: Federated Department Stores, Inc.

text: Federated

text: Citigroup

text: Federated Department Stores, Inc.

text: Citigroup

text: Federated

text: Federated

text: Citigroup

text: Federated and May Company credit

text: Federated

text: Federated

text: Citigroup

text: Federated

text: Federated

text: Federated

text: Federated

text: Federated

text: Federated

text: Federated Department Stores, Inc.

text: Federated Department Stores, Inc.


text:
EX-99.1
2
tm201313d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
ADAPTHEALTH CORP. ACQUIRES PATIENT CARE SOLUTIONS
BUSINESS
FROM MCKESSON CORPORATION
NAMES RODNEY CARSON PRESIDENT OF ADAPTHEALTH
PATIENT CARE SOLUTIONS
Plymouth Meeting, PA -
January 3, 2020 - AdaptHealth Corp. (NASDAQ: AHCO) ("AdaptHealth")
, the third largest provider of home
medical equipment ("HME") in the United States, announced today that it has closed the previously announced
acquisition of the Patient Care Solutions business from McKesson Corporation and named healthcare industry veteran Rodney
Carson, as President of the newly-formed AdaptHealth Patient Care Solutions ("AdaptHealth PCS"). The PCS
acquisition adds urological and ostomy products to AdaptHealth's HME product portfolio and increases the
company's footprint in areas such as wound care, breast pumps, incontinence supplies, and diabetic care.
Mr. Carson brings nearly two decades of
healthcare operations experience to AdaptHealth PCS. He most recently served as President and CEO of CCS Medical, one of the country's
leading providers of home medical supplies. Prior to CCS, Mr. Carson was President of Operations of MDLIVE, a national provider
of telemedicine services, as well as EVP of Operations at NationsHealth, and President of Liberty Medical Supply.
"We believe that AdaptHealth PCS
is an important component of AdaptHealth's continued expansion of its HME supply business and will allow AdaptHealth to further
enrich our product portfolio and offer our patients, healthcare professionals and commercial payor partners a truly robust suite
of products", said Luke McGee, CEO of AdaptHealth. "Rodney is an experienced, proven and creative leader who brings
to AdaptHealth PCS a record of success in building businesses, enhancing customer experiences, and driving operational efficiencies.
He is an ideal choice to help implement our growth strategies and we are excited to welcome him to our team".
"I am honored to be joining AdaptHealth
to lead the Patient Care Solutions business at this important moment in the company's history", said Mr. Carson. "I
believe the company is well-positioned to successfully execute its role as a full-service provider of home medical equipment and
supplies that places the highest priority on its patients and partners".
About AdaptHealth Corp
.
AdaptHealth Corp. ("AdaptHealth")
is the third largest provider of home medical equipment in the United States. AdaptHealth provides a full suite of medical products
and solutions designed to help patients manage chronic conditions in the home, adapt to life and thrive. Product and services
offerings include sleep therapy equipment (CPAP and BiPAP machines and supplies), respiratory equipment (including oxygen, invasive
and non-invasive ventilation), mobility equipment, wheelchairs, walkers, and hospital beds. AdaptHealth also provides custom bracing
services, hospice focused HME services, wound therapy and nutritional HME services. The company is proud to partner with an extensive
and highly diversified network of referral sources, including acute care hospitals, sleep labs, pulmonologists, skilled nursing
facilities, and clinics. AdaptHealth services beneficiaries of Medicare, Medicaid and commercial insurance payors. As of September
30, 2019, AdaptHealth services over one million patients annually in 49 states through its network of 189 locations. Learn more
at
www.adapthealth.com
.
Forward-Looking Statements
This press release includes certain statements
that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe,"
"may", "will", "estimate", "continue", "anticipate", "intend,"
"expect", "should", "would", "plan", "predict", "potential,"
"seem", "seek", "future", "outlook", and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not
limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and
projections of market opportunity and expectations. These statements are based on various assumptions and on the current expectations
of AdaptHealth Corp. management and are not predictions of actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of AdaptHealth Corp. These forward-looking
statements are subject to a number of risks and uncertainties, including the outcome of judicial and administrative proceedings
to which AdaptHealth Corp. may become a party or governmental investigations to which AdaptHealth Corp. may become subject that
could interrupt or limit AdaptHealth Corp.'s operations, result in adverse judgments, settlements or fines and create negative
publicity; changes in AdaptHealth Corp.'s clients' preferences, prospects and the competitive conditions prevailing
in the healthcare sector. A further description of such risks and uncertainties can be found in AdaptHealth Corp.'s filings
with the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements. There may be additional risks that AdaptHealth Corp. presently
knows or that AdaptHealth Corp. currently believes are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect AdaptHealth Corp.'s expectations, plans
or forecasts of future events and views as of the date of this press release. AdaptHealth anticipates that subsequent events and
developments will cause AdaptHealth Corp.'s assessments to change. However, while AdaptHealth Corp. may elect to update these
forward-looking statements at some point in the future, AdaptHealth Corp. specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing AdaptHealth Corp.'s assessments as of any date subsequent
to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contact:
AdaptHealth Corp.
The Equity Group Inc.
Brittany Lett
Devin Sullivan
Vice President, Marketing
Senior Vice President
(909) 915-4983
(212) 836-9608
blett@adapthealth.com
dsullivan@equityny.com
Kalle Ahl, CFA
Vice President
(212) 836-9614
kahl@equityny.com

text: ADAPTHEALTH CORP.

text: MCKESSON CORPORATION

text: AdaptHealth Corp.

text: McKesson Corporation

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: AdaptHealth Corp.

text: Devin Sullivan


text:
EX-99.1
4
v379983_ex99-1.htm
EX-99.1
Exhibit 99.1
PRESS
RELEASE
Contact:
Symmetry Medical Inc.
Fred L. Hite
Senior Vice President
Chief Financial Officer
(574) 371-2218
Investors:
The Ruth Group
Zack Kubow
(646) 536-7020
zkubow@theruthgroup.com
Symmetry Medical Divests UK based Clamonta
Ltd. Subsidiary
.
Remains committed to Aerospace market with forging & machining at Lansing, MI and Sheffield, UK facilities
.
Updates 2014 guidance reflecting discontinued operations
Warsaw, Indiana, May 22, 2014 - Symmetry
Medical Inc. (NYSE: SMA), a leading global source of innovative medical device solutions, including surgical instruments, orthopedic
implants, and sterilization cases and trays, announced today the sale of its UK based, Clamonta Ltd. subsidiary, which services
the Aerospace machining industry, to The HLD Corporation Ltd. for £0.8 million (approximately $1.3 million).
Thomas J. Sullivan, President and Chief
Executive Officer of Symmetry Medical, stated, "The sale of our Clamonta Ltd. subsidiary is an appropriate step to focus
on our core markets and reduce our manufacturing footprint. While Clamonta had a challenging 2013 and continued to negatively impact
our overall profitability, I am proud of the progress made by the local team and believe they and their customers will be best
served as part of a new entity. Symmetry remains committed to the Aerospace forging and associated machining segment of the market
and will continue to serve Aerospace customers from our Lansing, MI and Sheffield, UK facilities".
Fred L. Hite, Senior Vice President and
Chief Financial Officer of Symmetry, said, "In 2013, the Clamonta Ltd. subsidiary generated $11.4 million in revenue, and
in the first quarter 2014, reported $4.4 million in revenue with a net loss in both periods. With the divestiture, all historical
financials will be moved to discontinued operations. Accordingly, we are updating our revenue guidance to reflect the removal of
approximately $15 million of 2014 revenue. Neutralized for discontinued operations and the transition of the New Wave product line
from Symmetry Surgical, the high-end of our guidance maintains an approximate 5% growth for total Symmetry Medical. On the bottom
line, we anticipate approximately $0.16 of unfavorable GAAP earning per share impact related to the divestiture along with approximately
$0.02 of favorable impact to as adjusted earnings per share as Clamonta Ltd. was projected to have negative impact on earnings
per share for the full year 2014. Once the divestiture related accounting details have been confirmed, we will finalize our GAAP
and as adjusted earnings per share guidance in conjunction with our next quarterly results".
Financial Guidance
The following forward-looking estimates
regarding 2014 guidance reflect current market conditions, foreign currency rates and current estimates of divestiture accounting
details. Actual results may differ materially, and the Company refers you to forward-looking statements located at the end of the
press release.
Based on the divestiture of its Clamonta
Ltd. subsidiary, the Company is reducing its revenue guidance for the full year 2014. The Company now expects revenue to be in
the range of $393 million to $403 million. The Company is assuming a 3% to 4% procedural growth rate in its key orthopedic
market as well as a 2% to 3% market growth in its worldwide direct to hospital market.
The Company expects full year 2014 GAAP earnings per diluted
share to be in the range of $0.12 to $0.18 and full year 2014 as adjusted earnings per diluted share to be in the range of $0.50
to $0.56. The as adjusted earnings per diluted share guidance excludes the impact of amortization of intangible assets and debt
issuance costs, loss on divestiture, stock compensation expense, acquisition related costs, severance costs and other one-time
expenses. These items are expected to negatively impact full year 2014 GAAP earnings per diluted share by approximately $0.38.
Diluted earnings per share - GAAP
$0.12 - $0.18
Estimated loss on divestiture
($0.16)
Estimated Amortization
($0.14)
Estimated stock compensation expense
($0.06)
Estimated all other adjustments
($0.02)
Diluted earnings per share - as adjusted
$0.50 - $0.56
About Symmetry Medical Inc.
Symmetry Medical Inc. is a leading global
source of innovative medical device solutions, including surgical instruments, orthopedic implants, and sterilization cases and
trays. The Company's thousands of Teammates provide design, development and worldwide production capabilities for these products
to customers in the orthopedic industry, other medical device markets, and specialized non-healthcare markets. Symmetry's
trusted reputation and brands, broad Intellectual Property portfolio and commitment to innovation enable it to collaborate with
hundreds of global medical device manufacturers as well as thousands of hospitals to provide solutions for today's needs
and tomorrow's growth.
As Adjusted Non-GAAP Measures
The as adjusted measures shown in this
release exclude the impact of amortization of intangible assets and debt issuance costs, loss on divestitures, asset impairment
charges, the net gain on insurance proceeds received, unrealized foreign currency impact on an intercompany loan, stock compensation
expense, acquisition related costs, facility closure and severance costs, product recall costs and loss on debt extinguishment.
These non-GAAP measures are not in accordance
with, or an alternative for, GAAP and may be different from non-GAAP measures used by other companies. Management believes
these non-GAAP measures improve management's and investors' ability to better compare the company's ongoing financial performance
between periods and with other companies.
Forward-Looking Statements
Statements in the press release regarding
Symmetry Medical Inc.'s business which are not historical facts may be "forward-looking statements" that involve risks
and uncertainties, within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
are predictive in nature and are frequently identified by the use of terms such as "may", "might", "will,"
"should", "expect", "believe", "anticipate", "plan", "estimate", "intend,"
and similar words indicating possible future expectations, events or actions. Such predictive statements are not guarantees of
future performance, and actual outcomes and results could differ materially from our current expectations. We refer you to the
"Risk Factors" and "Forward Looking-Statements" sections in the Company's most recent Annual Report on Form
10-K filed with the Securities and Exchange Commission as well as the Company's other filings with the SEC, which are available
on the SEC's Web site at
www.sec.gov
.
# # #

text: Symmetry Medical Inc.

text:
Clamonta
Ltd.

text:
Symmetry
Medical Inc.

text: Clamonta Ltd.

text: The HLD Corporation Ltd.

text: Thomas J. Sullivan

text: Clamonta Ltd.

text: Clamonta Ltd.

text: Clamonta Ltd.

text:
Clamonta
Ltd.

text: Symmetry Medical Inc.

text: Symmetry Medical Inc.

text: Symmetry Medical Inc.