text:
EX-99.1
3
a13-22694_12ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
CUBIST PHARMACEUTICALS COMPLETES ACQUISITION OF
OPTIMER PHARMACEUTICALS
Transaction Enhances Company's Global Leadership in Antibacterials
Lexington, Mass., October 24, 2013 -
Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) announced today that it has completed its acquisition of Optimer Pharmaceuticals, Inc. (NASDAQ: OPTR) for an aggregate upfront cash consideration of approximately $551 million. Optimer stockholders approved the merger agreement at a special meeting of stockholders held on October 23, 2013. Effective today, Optimer common stock will cease to be traded on the NASDAQ.
Cubist's acquisition of Optimer follows the Company's September 11, 2013 acquisition of Trius Therapeutics. Combined, Cubist expects the two acquisitions to add peak-year revenue of between $600 million and $1 billion and to be accretive to earnings in 2015.
The completion of these two transactions will also help Cubist accelerate its focus on the research, development, and commercialization of products for patients in the acute care/hospital setting. As part of this mission, Cubist will focus on driving its
Building Blocks of Growth
strategic goals through:
· A strong and growing commercial foundation and revenue base that the Company expects will deliver over $1 billion in 2013 revenue, driven by three marketed products: CUBICIN® (daptomycin for injection), ENTEREG® (alvimopan), and DIFICID® (fidaxomicin);
· An exciting late stage pipeline, including tedizolid phosphate, for which the Company has submitted a New Drug Application with the U.S. Food and Drug Administration, as well as ceftolozane/tazobactam, surotomycin, and bevenopran, all of which are in Phase 3 clinical trials; and
· A growing, global commitment to public health through Cubist's leadership in antibacterial R&D; Cubist hopes to deliver at least four of the Infectious Diseases Society of America's goal of 10 new antibiotics by 2020.
"We are excited to complete this transaction and to welcome the Optimer team to Cubist", said Michael Bonney, Chief Executive Officer of Cubist. "Over the past few months, we have dramatically strengthened our commitment to global public health by bolstering our leadership in the research and development of antibiotics to treat serious and life-threatening pathogens. In doing this, our team has demonstrated the creativity and prudent risk-taking required to drive significant shareholder value in today's highly dynamic healthcare environment".
About Cubist
Cubist Pharmaceuticals, Inc. is a biopharmaceutical company focused on the research, development, and commercialization of pharmaceutical products that address significant unmet medical needs in the acute care environment. Cubist is headquartered in Lexington, Mass. Additional information can be found at Cubist's web site at www.cubist.com.
65 Hayden Avenue, Lexington, MA 02421 P 781.860.8660 F 781.861.0566 www.cubist.com
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein which do not describe historical facts, including but not limited to, statements regarding: the anticipated strategic benefits of acquiring Optimer and Trius, including combined peak-year revenue estimates for the acquisitions and expected timing for the deals to be accretive to earnings; our future financial and operating results, including our expectations for 2013 revenues; our long-term goals, including our Building Blocks of Growth strategic goals and our aspiration to deliver against the IDSA's goal of 10 new antibiotics by 2020; and our late stage pipeline, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include: our ability to successfully integrate Optimer's and Trius' operations and employees; the anticipated benefits of either transaction may not be realized; risks related to drug development and commercialization; our ability to achieve our long-term goals, including as a result of our ability to continue to grow revenues from the sale of CUBICIN, ENTEREG and DIFICID, generic and other competition, manufacturing issues, our ability to successfully develop, gain marketing approval for and commercially launch our product candidates for their planned indications and on their expected timelines, and our ability to discover, in-license or acquire new products and product candidates; and those additional factors discussed in Cubist's, Optimer's and Trius' most recent Quarterly and Annual Reports on Forms 10-Q and 10-K filed with the Securities and Exchange Commission. Cubist cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. These forward-looking statements speak only as of the date of this document, and Cubist undertakes no obligation to update or revise any of these statements.
Cubist Pharmaceuticals, Inc.
INVESTORS:
Cubist Pharmaceuticals, Inc.
Eileen C. McIntyre, (781) 860-8533
Vice President, Investor Relations
eileen.mcintyre@cubist.com
or
MEDIA:
Julie DiCarlo, (781) 860-8063
Senior Director, Corporate Communications
julie.dicarlo@cubist.com

text: CUBIST PHARMACEUTICALS

text: OPTIMER PHARMACEUTICALS

text: Cubist Pharmaceuticals, Inc.

text: Optimer Pharmaceuticals, Inc.

text: Optimer

text: Optimer

text: Cubist

text: Optimer

text: Trius Therapeutics

text: Cubist

text: Cubist

text: Cubist

text: Cubist

text: Cubist

text: Optimer

text: Cubist

text: Michael Bonney

text: Cubist

text: Cubist

text: Cubist Pharmaceuticals, Inc.

text: Cubist

text: Cubist

text: Optimer

text: Trius

text: Optimer

text: Trius

text: Cubist

text: Optimer

text: Trius

text: Cubist

text: Cubist

text: Cubist Pharmaceuticals, Inc.

text: Cubist Pharmaceuticals, Inc.


dataset: buster

text:
EX-99.1
21
exhibit99-1.htm
PRESS RELEASE DATED OCTOBER 2, 2007
Filed by Automated Filing Services Inc. (604) 609-0244 - CarBiz Inc. - Exhibit
Tuesday, October 2, 2007
Press
Release
SOURCE: CarBiz Inc.
CarBiz Inc. Acquires 26 Dealerships
Sarasota, Florida [October 2, 2007] -
CarBiz Inc.
(CBZFF: OTCBB
), Carl Ritter, chief executive officer of Sarasota-based
CarBiz Inc. (OTCBB:CBZFF.OB) ("CarBiz"), announced that CarBiz has acquired the
assets of Calcars Inc., the fourth- largest chain of "buy-here pay-here" auto
dealerships in the country. Calcars' consolidated revenues for 2006 were more
than $36 million, which would have increased CarBiz revenues by almost 10 times.
"I cannot overstate what this means for CarBiz: We made an
eight-year growth leap virtually overnight", Ritter said of the deal. "We had
initiated an aggressive growth strategy in Florida with a goal of 15 stores by
2010, but when this opportunity presented itself, we moved quickly to complete a
deal." Before the acquisition, the CarBiz Auto Credit Division had established
three buy-here pay-here dealerships in Florida - all in the Tampa Bay region.
The acquisition of Calcars establishes CarBiz as a
"super-regional" brand in the Midwest where 26 dealerships were acquired in
seven states. Three of the acquired stores will be closed. The remaining 23
dealerships are located in Illinois, Indiana, Iowa, Kentucky, Nebraska, Ohio and
Oklahoma. Ritter said 117 employees in the Calcars network were offered
employment with CarBiz after the acquisition. CarBiz also will add 10 employees
at its Sarasota headquarters.
Ritter said the CarBiz acquisition exemplifies a growing trend
of consolidation in the $150-billion alternative financial services market,
which includes such services as buy-here pay-here auto sales, pay day loans,
check cashing services, and more. Other examples of recent consolidations
include Diamond Castle's acquisition of CheckSmart, First Cash Financial
Services' acquiring Auto Master BHPH, and Manchester Inc.'s acquisition of
several buy-here pay-here chains in the Southwest.
"Industry sources estimate that the average sub-sector of the
alternative market is more than 40 percent consolidated already", Ritter said.
"The single exception is the buy-here pay-here auto sales business where only 2
percent of the market is consolidated. Yet, this sub-sector is a significant
component of the alternative financial services market".
This press release is available on the CarBiz IR HUB for
investor commentary, feedback and questions. Investors are asked to visit
http://www.agoracom.com/IR/Carbiz
.
Alternatively, investors are asked to e-mail all questions and correspondence to
CBZFF@agoracom.com
where they can also request
addition to the investor e-mail list to receive all future press releases and
correspondence directly.
About CarBiz Inc.
Based in Sarasota, Florida, CarBiz is a leading provider of
software, training and consulting solutions to the United States automotive
industry. CarBiz's suite of business solutions includes dealer software products
focused on the "buy-here pay-here", sub-prime finance and automotive accounting
markets. CarBiz also operates "buy-here pay-here" dealerships in Florida through
its CarBiz Auto Credit division that are wholly-owned or joint venture
companies. Capitalizing on expertise developed over 10 years of providing
software and consulting services to "buy-here, pay-here" businesses across the
United States, CarBiz entered the market in 2004 with a location in Palmetto,
Florida. CarBiz has added two more credit centers since - in Tampa and St.
Petersburg - and CarBiz seeks to expand its operations in Florida in the
future. For more information about CarBiz and its services,
visit CarBiz's web site: www.CarBiz.com.
Forward-Looking Statements
All statements, other than statements of historical fact, in
this news release are forward-looking statements that involve various risks and
uncertainties, including, without limitation, statements regarding the future
growth plans and objectives of CarBiz. There can be no assurance that such
statements will prove to be accurate. Actual results and future events could
differ materially from those anticipated in such statements as a result of known
and unknown risks, uncertainties and other factors. Such factors that could
cause actual results and future events to differ from those anticipated in such
statements include, but are not limited to, the market acceptance of CarBiz's
Auto Credit Centers, the ability of CarBiz to effectively deploy the funds
received from the convertible debenture financing, the ability of CarBiz to
close on additional tranches of the convertible debenture financing, the
possibility that the liquidated damage provisions or the default provisions
could be triggered under the terms of the convertible debenture financing which
could be adverse to CarBiz, CarBiz's ability to measure the default rate of its
borrowers, competition, the impact of any changes in applicable government
regulation and general economic conditions. These and all subsequent written and
oral forward-looking statements are based on the estimates and opinions of
management on the dates they are made and are expressly qualified in their
entirety by this notice. CarBiz assumes no obligation to update forward-looking
statements should circumstances or management's estimates or opinions
change.
Investor Relations
AGORACOM Investor Relations
http://www.agoracom.com/IR/carbiz
http://www.carbiz.com
CBZFF@agoracom.com

label: organization

text: CarBiz Inc.

text: CarBiz Inc.

text: CarBiz Inc.

text: CarBiz Inc.

label: person

text: Carl Ritter

text: CarBiz Inc.

text: Calcars Inc.

text: CarBiz Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
exhibit991pressreleaseda.htm
EX-99.1
exhibit991pressreleaseda
Brookdale Completes Previously Announced Sale of a Majority Stake in its Home Health, Hospice and Outpatient Therapy Business to HCA Healthcare Nashville, Tenn., July 1, 2021 - Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company"), the nation's leading operator of senior living communities, announced the Company completed today the sale of a majority stake in Brookdale Health Care Services ("BHS") to HCA Healthcare. Lucinda "Cindy" Baier, Brookdale's President and CEO, said, "I am delighted that we have completed the transaction with HCA Healthcare and started a new partnership opportunity with one of our nation's leading healthcare organizations. This transaction strengthens Brookdale's financial position, continues providing our residents with access to high quality services, and provides meaningful growth opportunities for BHS." Ms. Baier added, "On behalf of Brookdale, I'd like to express our gratitude to Sam Hazen and his team for their incredible support throughout this transaction. I would also like to thank the BHS associates for their dedicated service to Brookdale and look forward to continuing to work together through this new venture." Key Transaction Highlights  Brookdale sold 80% of the equity in BHS to HCA Healthcare for a purchase price of $400 million, which implied a $500 million value for the BHS business  Brookdale retained a 20% equity interest in the venture with HCA Healthcare  Brookdale received approximately $300 million of cash proceeds at closing, net of customary transaction costs and purchase price adjustments, including a reduction for the remaining outstanding balance as of the closing of Medicare Advance Payments and deferred payroll tax payments related to BHS. About Brookdale Senior Living Brookdale Senior Living Inc., the nation's premier operator of senior living communities, is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence and integrity. The Company operates independent living, assisted living, Alzheimer's and dementia care communities, and through its comprehensive network of services, Brookdale helps to provide seniors with care and services to support their lifestyle in an environment that feels like home. The Company's expertise in healthcare, hospitality and real estate provides our residents with opportunities to improve wellness, pursue passions and stay connected with friends and loved ones. The Company operates and manages 695 communities in 42 states as of March 31, 2021, with the ability to serve approximately 60,000 residents and 16,000 patients. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit brookdale.com or connect with Brookdale on Facebook or Twitter. Contact for Brookdale Senior Living Inc. Investor Relations: Kathy MacDonald. 615.505.1968. kathy.macdonald@brookdale.com

text: Brookdale

text: HCA Healthcare

text: Brookdale Senior Living Inc.

text: Brookdale

text: Brookdale Health Care Services

text: HCA Healthcare

text: Brookdale

text: HCA Healthcare

text: Brookdale

text: Brookdale

text: Brookdale

text: Brookdale

text: HCA Healthcare

text: Brookdale

text: HCA Healthcare

text: Brookdale

text: Brookdale Senior Living Inc.

text: Brookdale

text: Brookdale

text: Brookdale

text: Brookdale Senior Living Inc.


text:
EX-99
3
ex99.htm
NEWS RELEASE
Timberline Resources Corp.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Timberline Completes Sale of Its Contract Drilling Unit and Retires All Debt; Focused on Advancing Exploration, Development, and Production at Its Gold Projects
Coeur d'Alene, Idaho - November 15, 2011 -
Timberline Resources Corporation (NYSE Amex: TLR; TSX-V: TBR)
("Timberline" or the "Company") announced today that it has closed the sale of its wholly-owned contract drilling subsidiary, Timberline Drilling, Inc. ("TDI") to a group of private investors that includes TDI's current senior management team. No management or directors of Timberline Resources are affiliated with the buyer. Paradigm Capital of Toronto acted as the Company's financial advisors related to this transaction.
The sale is valued at over $14.5 million, subject to working capital adjustments. Timberline received $8 million in cash plus an additional $2 million in cash from the existing working capital of TDI. Within 60 days, there will be a final working capital adjustment which is expected to yield over $1 million in cash to Timberline. The Company also received an 18-month note payable in the amount of $1.35 million at 10-percent interest, and will receive discounted drilling services (or cash) in the amount of $1.1 million over 5 years. The buyer also assumed over $1 million in debt of TDI.
Concurrent with the closing, Timberline repaid its $5 million convertible debt obligation and is completely debt-free. The Company will now focus exclusively on its core business of gold exploration and development as it advances its Butte Highlands and South Eureka properties toward production.
Paul Dircksen, Timberline's President and CEO, said, "We are pleased to close the sale of TDI so that we can concentrate on advancing our properties, expanding our gold resource base at South Eureka, and achieving production at Butte Highlands. The shareholder value that can be realized through our core business is extremely compelling and is now our sole focus. With near-term cash flow expected from Butte Highlands, we are well-positioned to take advantage of elevated gold prices".
At the Butte Highlands Joint Venture in southwestern Montana, Timberline recently completed a 50,000 foot underground drill program, improving the quality and reliability of the mine model as the Company and its joint venture partner move into production. Timberline holds a 50-percent carried-to-production interest in Butte Highlands, where gold mining operations are scheduled to commence early next year.
At Timberline's 23-square mile South Eureka property, the 2011 exploration drill program was recently increased by 50-percent to 45,000 feet. The gold grades, mineral continuity, and positive metallurgical characteristics reported to date at South Eureka strongly support the Company's stated objective of increasing the gold resource at Lookout Mountain and advancing toward development of a low capital, low cost, heap leach gold operation.
About Timberline Resources
Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. The Company is primarily focused on the goldfields of Nevada, where it is advancing its flagship Lookout Mountain Project toward a production decision while exploring a pipeline of quality earlier-stage projects at its South Eureka Property and elsewhere. Timberline also features a 50-percent carried-to-production interest at its Butte Highlands Joint Venture where gold production is slated to commence early in 2012. Timberline management has a proven track record of discovering economic mineral deposits and developing them into profitable mines.
Timberline is listed on the NYSE Amex where it trades under the symbol "TLR" and on the TSX Venture Exchange where it trades under the symbol "TBR".
Statements contained herein that are not based upon current or historical fact are forward-looking in nature. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding the timing, terms and value of the Company's sale of Timberline Drilling, the timing or results of the Company's drill programs at Butte Highlands and South Eureka, the timing of assay results from such drilling programs being released, the district-scale potential of the South Eureka project, the expansion of the mineralization at the South Eureka project, the timing of a production decision at the South Eureka project, the Company's 50/50 joint venture with Highland Mining LLC, the development and production of the Company's Butte Highlands project and South Eureka project, the targeted production date for the Butte Highlands project, results of the Company's drilling subsidiaries, possible growth of the Company and the Company's expected operations. When used herein, the words "anticipate", "believe", "estimate", "upcoming", "plan", "intend" and "expect" and similar expressions, as they relate to Timberline Resources Corporation, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks related to the timing and completion of the drilling programs at Butte Highlands and South Eureka, risks and uncertainties related to mineral estimates, risks related to the inherently dangerous activity of mining, and other such factors, including risk factors discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2010. Except as required by Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact Information:
Paul Dircksen, CEO
Phone: 208.664.4859
2
|
TIMBERLINE RESOURCES

text: Timberline

text: Contract Drilling Unit

text: Timberline Resources Corporation

text: Timberline

text: Timberline Drilling, Inc.

text: TDI

text: TDI

text: Paradigm Capital

override: organization

text: Timberline

text: TDI

text: Timberline

text: TDI

text: Timberline

text: Paul Dircksen

text: Timberline

text: TDI

text: Timberline

text: Timberline

text: Timberline

text: Timberline Resources Corporation

text: Timberline

text: Timberline

text: Timberline

text: Timberline Drilling

text: Highland Mining LLC

text: Timberline Resources Corporation

text: Paul Dircksen


text:
EX-99.1
2
a06-5703_1ex99d1.htm
PRESS RELEASE DATED FEBRUARY 23, 2006
Exhibit 99.1
For more information:
Pat Hammond,
media, (713) 497-7723
Kevin
Kremke, investors, (713) 497-5468
For
immediate release:
Feb. 23,
2006
Reliant Energy
Completes Sale of New York City Power Plants
HOUSTON - Reliant Energy today completed the previously announced sale
of its three New York City power plants for approximately $975 million to
Astoria Generating Company Acquisitions, LLC, an entity formed by an investor
group led by Madison Dearborn Partners and New York City-based US Power
Generating Company.
The generating assets involved in the sale include the Astoria, Gowanus
and Narrows plants, which have a combined summer capacity rating of
approximately 2,100 megawatts. Net unrestricted proceeds from the sale will be
used to reduce debt.
Reliant Energy, Inc.
(NYSE: RRI) based in Houston, Texas, provides electricity and energy services
to retail and wholesale customers in the United States. In Texas, the company
provides service to approximately 1.9 million retail electricity customers,
including residential and small business customers and large commercial,
industrial, governmental and institutional customers. Reliant also serves
commercial, industrial, governmental and institutional customers in the PJM
(Pennsylvania, New Jersey and Maryland) market.
The company is
one of the largest independent power producers in the nation with approximately
16,000 megawatts of power generation capacity across the United States. These
strategically located generating assets utilize natural gas, fuel oil and coal.
For more information, visit http://www.reliant.com/corporate.
###

text: Reliant Energy

text: Reliant Energy

text: Reliant Energy


text:
EX-99.1 CHARTER
2
exhibit991.htm
EXHIBIT-PRESS RELEASE
exhibit991.htm
Reading
International Concludes Purchase of Hawaii and California
Cinemas
LOS
ANGELES, California - February 22, 2008
- Reading International, Inc.
(AMEX: RDI and RDIB) announced today that it completed the acquisition of 15
leasehold cinema complexes and related assets through its newly formed
subsidiary, Consolidated Amusement Theatres, Inc. ("Consolidated"). The cinemas
comprise 181 screens and generate revenues of approximately $80 million
annually. Nine of the complexes (98 screens) are located in Hawaii
and represented nearly 70% of the Hawaiian box office receipts reported in
2007
.
The other six complexes (83 screens) are
located in California, and consist of a 16-screen complex in Bakersfield, a
16-screen complex in Sonoma County, and four locations in San
Diego. The San Diego cinemas represent the third largest market share
in the area at approximately 12%. RDI also acquired in the
transaction the Consolidated Amusement trade name, recognized in the Hawaiian
Islands for some 75 years. The acquisition was structured as a purchase of
14
locations and a management agreement for one location.
The
purchase price of the cinemas and other assets was $69.3 million, and was
financed primarily by a $50 million term loan and a $5 million revolving line
of
credit provided by institutional lenders. While the term financing is
initially guaranteed by RDI, the guarantee will expire once the debt-to-cash
flow ratio falls below a certain threshold. Based on management's
estimates this should occur in about 18 to 24 months, upon the debt being
reduced to approximately $38 million, by applying most of the theaters' net cash
flow during that same timeframe to paying down the
financing. An additional $21 million of financing was provided
under a term loan from an affiliate of the sellers. Recourse under
the seller financing is limited to Consolidated and its assets. In
addition to the acquired assets, RDI has contributed to Consolidated two of
RDI's domestic theaters located in New Jersey and Dallas. An
affiliate of the sellers also has agreed to provide up to $3 million of
additional term loans to RDI at its request.
Management
believes that the purchase price paid for these assets, compares favorably
to
other recent publicly reported cinema acquisitions, and is grateful for having
been invited onto the short list of prospective buyers for these
theaters.
The
sellers of the cinema assets are Pacific Theatres Exhibition Corp., and its
affiliates ("Pacific"). An affiliate of Pacific is a shareholder in
RDI. Mr. Cotter, RDI's Chairman and Chief Executive Officer, was an
executive and a director of Pacific for over thirty years.
The
management team knows these markets and assets extremely well, and believes
the
price and financing terms will allow the company to achieve an attractive return
on this investment for its shareholders.
Management
further believes that this transaction is a good opportunity to expand upon
its
current base of US cinemas, into desirable markets but with limited capital
exposure. The Company has plans to immediately invest in renovating
the Kapolei Theater in Hawaii and the Carmel Mountain Theater in San Diego,
acquired in the transaction.
About
Reading International, Inc.
Reading
International (
http://www.readingrdi.com
) is in the business of owning
and operating cinemas and developing, owning and operating real estate
assets. RDI's business consists primarily of:
·
the
development, ownership and operation of multiplex cinemas in the
United
States, Australia and New Zealand;
and
·
the
development, ownership and operation of retail and commercial real
estate
in Australia, New Zealand and the United States, including
entertainment-themed retail centers ("ETRC") in Australia and New Zealand
and live theater assets in Manhattan and Chicago in the United
States.
Forward-Looking
Statements
This
press release contains certain statements that are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E
of the Securities Exchange Act of 1934. Such statements are qualified
by the inherent risks and uncertainties surrounding future expectations
generally and also may materially differ from actual future experience involving
any one or more of such statements. Such risks and uncertainties
include the possibility that the actual market share of the acquired cinemas
and
anticipated reduction in the acquisition financing will differ from these
forward-looking statements, as well the risks and uncertainties set forth from
time to time in RDI's filings with the Securities and Exchange
Commission. The inclusion of a forward-looking statement in this
press release should not be regarded as a representation by RDI that its
objectives will be achieved. RDI undertakes no obligation to publicly
update forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contact
Information:
Reading
International, Inc.
Andrzej
Matyczynski
Telephone:
(213) 235-2240

text: Reading International, Inc.

text: Consolidated Amusement Theatres, Inc.

text: Reading International, Inc.

text:
Reading
International, Inc.


text:
EX-99
3
pdiprsrls.txt
EX. 99.1 PRESS RELEASE RE: PDI ACQUISITION
EXHIBIT 99.1
Contact: Advanced Photonix, Inc.
Susan A. Schmidt (805) 987-0146
ADVANCED PHOTONIX, INC.(R) ANNOUNCES
ACQUISITION OF PHOTONIC DETECTORS, INC.
Camarillo, California, December 21, 2004 -
Advanced Photonix, Inc. (R) (AMEX - API) announced today that it has acquired
the outstanding capital stock of Photonic Detectors, Inc. (PDI) for the Purchase
Price of $1,075,000 cash and 113,572 shares of API's Common Stock. The amount of
cash to be delivered is subject to adjustment to reflect PDI's Balance Sheet as
of the Closing date.
PDI, based in Simi Valley, CA, was founded in 1984 and is a privately owned
developer and manufacturer of optoelectronic components and assemblies,
specializing in high-performance silicon photodiodes. PDI provides its
technology to several market segments, including industrial control, commercial,
military, medical systems and security.
In commenting on the purchase, Paul Ludwig, API's President, stated "We are
pleased to welcome PDI and its employees to the API family. This acquisition
furthers our strategy to broaden API's customer base in our target markets,
specifically the commercial, industrial, medical and military segments. PDI has
a strong customer base and several exciting growth initiatives that we will
support with our full API resources. We look forward to welcoming the existing
PDI customers into the Advanced Photonix family of customers".
Ludwig continued, "Additionally, this acquisition provides us the opportunity to
increase our operating margins by leveraging our existing overhead with
increased manufacturing volume. We will accomplish this through consolidation of
the PDI product assembly into our existing assembly and wafer fabrication
facilities. We are also pleased to welcome the owners of PDI, Dr. Robert Kinard
and Dennis Mattock to the API team, who bring with them more than a combined 50
years of optoelectronic design, fabrication and sales experience".
The Company reported that Photonic Detectors, Inc. recorded net revenues of
$2.06 million and a net operating loss of ($75,000) for the previous fiscal year
ended March 31, 2004. In the current fiscal year, PDI has recorded net revenue
of $1.2 million and a net operating loss of ($101,000) for the seven months
ended October 31, 2004. The reported results for both the previous and current
fiscal years are management representations and do not reflect audited financial
statements. Despite the recent operating losses, API remained optimistic about
the prospects for future growth through cost leveraging and increased market
share.
Richard Kurtz, Chairman of API commented, "The PDI acquisition is another step
in the implementation of the "Vision of Growth" that we presented to our
shareholders in 2003. This addition to the API family will expand our reach into
our existing markets. As we move forward, we will continue this strategy while
simultaneously seeking acquisitions that will bring us new technologies,
broadening our market potential and improving shareholder returns".
The information contained herein includes forward looking statements that are
based on assumptions that management believes to be reasonable but are subject
to inherent uncertainties and risks including, but not limited to, unforeseen
technological obstacles which may prevent or slow the development and/or
manufacture of new products; potential problems with the integration of the
acquired company and its technology and possible inability to achieve expected
synergies; obstacles to successfully combining product offerings and lack of
customer acceptance of such offerings; limited (or slower than anticipated)
customer acceptance of new products which have been and are being developed by
the Company; and a decline in the general demand for optoelectronic products.
Advanced Photonix, Inc.(R) (ASE: API) is a leading supplier of innovative,
silicon-based electro-optical products and design solutions to a global OEM
customer base. Products include the patented Large Area Avalanche Photodiode
(LAAPD) and FILTRODE(R) detectors, as well as PIN photodiodes. More information
on Advanced Photonix can be found at http://www.advancedphotonix.com.
-END-

text: Advanced Photonix, Inc.

text: ADVANCED PHOTONIX, INC.

text: PHOTONIC DETECTORS, INC.

text: Advanced Photonix, Inc.

text: Photonic Detectors, Inc.

text: Robert Kinard

text: Photonic Detectors, Inc.

text: Richard Kurtz

text: Advanced Photonix, Inc.


text:
EX-99.2
3
exhibit99-2.htm
EXHIBIT 99.2
Hammer Fiber Optic Holdings Corp.: Exhibit 99.2 - Filed by newsfilecorp.com
HAMMER FIBER OPTICS HOLDINGS CORP [HMMR]
ANNOUNCES THE CLOSING OF THE DEFINITIVE AGREEMENT TO ACQUIRE
TELECOM FINANCIAL SERVICES LTD
New York, N.Y., January 3, 2022 -
Hammer Fiber Optics Holdings Corp., (OTCQB: HMMR), (soon to be Hammer Technology Holdings Corp.) ("the Company"), today announced the final closing of the definitive agreement between the parties to acquire a one hundred percent (100%) equity stake in Telecom Financial Services Ltd ("TFS"). As part of its evolving diversification strategy of the Hammer Group and under the terms of the agreement, TFS has been officially renamed HammerPay [USA] Ltd, which provides the Company a platform to aggressively pursue its strategy in the financial technology sector. The flagship product will be marketed under the brand name of "HammerPay" with its initial roll-out planned to service the continent of Africa-a historically underserved market for financial inclusion.
"
Amongst other feature-rich digital banking capabilities, HammerPay will empower migrants living abroad, commonly known as the "diaspora", with a swift, safe, secure, and cost-effective way to send money home to their family and friends to provide a vital lifeline for food, clothing, shelter, education, healthcare, vaccines, transport, and utilities"
stated Michael Cothill, Executive Chairman of Hammer Group.
"In today's challenging financial markets, the HammerPay solution provides the diaspora the peace of mind that their funds will reach the intended target and not be diverted in any way. This is achieved through strict adherence to anti-money-laundering procedures inherently built into the HammerPay architecture and the flow of funds being directed exclusively and seamlessly between cross-border sending and receiving banks,"
said Cothill.
The TFS acquisition has accelerated the HammerPay go-to-market strategy of a rapid adoption of the service amongst the diaspora by virtue of its existing banking relationships. In addition, integration with HammerPay's simple and robust API ("Application Programming Interface") facilitates private label opportunities and alliances with world-class financial institutions, banks, telecom operators, carriers, service providers and merchants. The primary goal being to accelerate their growth in the fintech space while leaving the bulk of the complex KYC/AML compliance, cross border licensing, and banking relationships to HammerPay.
"Now that the TFS-HammerPay closing is concluded, we are actively focusing on the vital growth funding strategies of the Hammer Group to ensure our current and future plans to improve shareholder value are met while building an extraordinary business with a long runway for continued expansion,"
stated Michael Cothill, Executive Chairman of the Hammer Group.
For more information on the Group companies and growth strategy, see:
https://hmmrgroup.com/
About Hammer
Hammer Fiber Optics Holdings Corp. (OTCQB: HMMR) soon to be known as Hammer Technology Holdings, is a company investing in the future of technology. Hammer has broadened its strategy to focus on the rapidly evolving world of innovative technology and in an effort to keep pace, has restructured the group to allow for the creation of several related verticals. In addition to its "Everything Wireless" strategy which includes the deployment of high-speed fixed wireless service for residential and small business, Hammer seeks to enter into the Fintech industry which is rapidly becoming the mainstream technology powering today's telecommunication applications. For more information, contact Investor Relations at
info@hmmrgroup.com
.
Forward-Looking Statements
This press release contains projections and other forward-looking statements regarding future events or our future financial performance. All statements other than present and historical facts and conditions contained in this release, including any statements regarding our future results of operations and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

text: HAMMER FIBER OPTICS HOLDINGS CORP

text: TELECOM FINANCIAL SERVICES LTD

text: Hammer Fiber Optics Holdings Corp.

text: Hammer Technology Holdings Corp.

text: Telecom Financial Services Ltd

text: TFS

text: TFS

text: TFS

text: Hammer Fiber Optics Holdings Corp.


text:
EX-99.1
3
a15-13073_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
ECHO GLOBAL LOGISTICS COMPLETES ACQUISITION OF COMMAND TRANSPORTATION
Combined Company Well Positioned as Industry-Leading Third-Party Logistics
and Multimodal Transportation Services Provider
CHICAGO, JUNE 1, 2015
- Echo Global Logistics, Inc. (NASDAQ: ECHO) ("Echo" or the "Company") today announced it has completed the previously announced acquisition of Command Transportation, LLC ("Command"). Command now operates as a wholly owned subsidiary of Echo.
Doug Waggoner, Chief Executive Officer of Echo, said, "This is a great day for Echo and Command. As a combined company, we can provide our clients with an expanded truckload expertise and carrier network. This significant increase in truckload business - along with our robust technology, multimodal freight brokerage services and Managed Transportation solution - solidifies us as an industry leader and better positions us for long-term success".
Mr. Waggoner added, "This transaction is about growth for our company, our clients and our people. We have a deep bench of leadership across Echo and Command, and we are committed to continued operational excellence as we work through the integration process. We are excited that Paul Loeb will be joining our Board of Directors and look forward to everything that the talented employees of Echo and Command will accomplish together to simplify transportation management for our clients and carrier partners".
Pursuant to the purchase agreement, Echo has acquired all of the outstanding membership units of Command for approximately $420 million, subject to post-closing adjustments for working capital and cash. $15 million of the purchase price was paid in the form of Echo common stock. $10 million of the purchase price was paid in the form of 335,882 shares of restricted common stock issued to 33 employees of Command as employment inducement awards pursuant to NASDAQ Listing Rule 5625(c)(4). Paul Loeb will be appointed to the Echo Board of Directors in connection with the Command acquisition and the Board will be expanded to seven directors.
In connection with the closing of the Command acquisition, Echo also issued 167,944 shares of restricted common stock to two of the Command sellers who entered into new employment agreements with Echo as employment inducement awards pursuant to NASDAQ Listing Rule 5625(c)(4).
Morgan Stanley & Co. LLC served as financial advisor to Echo, and Winston & Strawn LLP served as its legal advisor. Much Shelist, P.C. served as Command's legal advisor.
About Echo Global Logistics
Echo Global Logistics, based in Chicago, is a leading provider of technology-enabled transportation and supply chain management services. Echo maintains a proprietary, web-based technology platform that compiles and
analyzes data from its network of over 30,000 transportation providers to serve its clients' transportation and supply chain management needs.
Echo serves clients in a wide range of industries and offers freight brokerage and Managed Transportation solutions across all major modes, including truckload, partial truckload, LTL, intermodal, and expedited. For more information on Echo Global Logistics, visit: www.echo.com.
FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of terms such as "anticipate", "estimate", "believe", "continue", "could", "intend", "may", "plan", "potential", "predict", "should", "will", "expect", "objective", "projection", "forecast", "goal", "guidance", "outlook", "effort", "target", or the negative of these terms or other comparable terms. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. These statements are subject to a variety of risks and uncertainties that could cause Echo's actual results, performance or achievements to differ materially from the statements contained in this release. For a discussion of important factors that could affect Echo's actual results, please refer to Echo's SEC filings, including the "Risk Factors" section of Echo's Form 10-K for the year ended December 31, 2014 filed with the SEC.
CONTACTS:
Echo Global Logistics, Inc.
Investor Relations Contacts:
Kyle Sauers, Chief Financial Officer, (312) 784-7695
Zach Jecklin, Director of Finance, (312) 784-2046
Media Contact:
Christopher Clemmensen, SVP of Marketing
(312) 784-2132
ECHO: Corporate

text: ECHO GLOBAL LOGISTICS

text:
COMMAND TRANSPORTATION
Combined Company

text: Echo Global Logistics, Inc.

text: ECHO

text: Echo

text: Command Transportation, LLC

text: Echo

text: Doug Waggoner

text: Echo

text: Echo

text: Echo

text: Echo

text: Echo

text: Echo

text: Echo

text: Echo

text: Echo

text: Morgan Stanley & Co. LLC

text: Echo

text: Winston & Strawn LLP

text: Much Shelist, P.C.

text: Echo Global Logistics

text: Echo Global Logistics

text: Echo

text: Echo

text: Echo Global Logistics

text: Echo

text: Echo

text: Echo

text: Echo

text: Echo Global Logistics, Inc.

text: Kyle Sauers

text: Zach Jecklin

text: ECHO


text:
EX-99
3
mv5-16ex99_1.txt
Exhibit 99.1
DARLING
INTERNATIONAL INC. FOR IMMEDIATE RELEASE
--------------------------------------------------------------------------------
NEWS RELEASE
DARLING INTERNATIONAL COMPLETES ACQUISITION OF
NATIONAL BY-PRODUCTS
STRATEGIC COMBINATION EXPANDS DARLING'S NATIONAL FOOTPRINT AND
ENHANCES OPERATIONS AND FUTURE GROWTH PROSPECTS
IRVING, TX, MAY 16, 2006 - Darling International Inc. (AMEX: DAR) the
largest publicly traded food processing by-products recycling company in the
United States, today announced that it has completed its acquisition of National
By-Products, LLC ("NBP"), a leading independent rendering company based in Des
Moines, Iowa.
As previously announced, the transaction is valued at approximately
$141 million in cash and stock, subject to post-closing adjustments. The
purchase price consisted of $70.5 million in cash and an amount of Darling
common shares equal to 20 percent of the company's outstanding common shares on
a fully diluted basis. Based upon today's amount of outstanding Darling common
shares of 65.4 million on a fully diluted basis, NBP unit holders will receive
16.3 million shares of Darling common stock.
Darling International Chairman and Chief Executive Officer Randall
Stuewe said, "We are very pleased to announce the completion of this
acquisition, which represents a major step forward in our strategy to deliver
value to our stockholders by growing our revenue, diversifying our raw material
supplies and creating a larger platform to grow our restaurant services segment.
The addition of NBP's 42 operating facilities and 14 large-scale production
facilities located throughout the Midwest will give us the scale, industry
expertise and management talent to realize improved operating efficiencies and
pursue new growth opportunities. Additionally, we expect NBP's excellent track
record of earnings and cash flow generation, as well as their solid balance
sheet, to further enhance our capital structure".
--------------------------------------------------------------------------------
FOR MORE INFORMATION CONTACT:
INVESTORS:
John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd., Suite 300
Finance and Administration, or Irving, Texas 75038
Brad Phillips, Treasurer Phone: 972-717-0300
MEDIA:
Eden Abrahams / Jennifer Felber
Joele Frank, Wilkinson Brimmer Katcher Phone: 212-355-4449
ABOUT DARLING
Darling International Inc. is the largest publicly traded, food
processing by-products recycling company in the United States. The Company
recycles used restaurant cooking oil and by-products from the beef, pork and
poultry processing industries into useable products such as tallow, feed-grade
fats and meat and bone meal. These products are primarily sold to animal feed
and oleo-chemical manufacturers around the world. In addition, the Company
provides grease trap collection services and sells equipment to restaurants.
FORWARD-LOOKING STATEMENTS
This media release contains forward-looking statements regarding the
business operations of Darling and the industry in which it operates. These
statements are identified by words such as "may", "will", "expect", "believe,"
"intend", "anticipate", "should", "estimate", continue", and other words
referring to events to occur in the future. These statements reflect Darling's
current view of future events and are based on its assessment of, and are
subject to, a variety of risks and uncertainties beyond its control, including
business and economic conditions in its existing markets that could cause actual
results to differ materially from those projected in such forward-looking
statements. Other risks and uncertainties regarding Darling, its business and
the industry in which it operates are referenced from time to time in the
Company's filings with the Securities and Exchange Commission. Darling is under
no obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements whether as a result of new information,
future events or otherwise.
--------------------------------------------------------------------------------
FOR MORE INFORMATION CONTACT:
INVESTORS:
John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd., Suite 300
Finance and Administration, or Irving, Texas 75038
Brad Phillips, Treasurer Phone: 972-717-0300
MEDIA:
Eden Abrahams / Jennifer Felber
Joele Frank, Wilkinson Brimmer Katcher Phone: 212-355-4449

text:
DARLING
INTERNATIONAL INC.

text: DARLING INTERNATIONAL

text: Darling International Inc.

text:
National
By-Products, LLC

text: Darling International

text: Brad Phillips

text: Darling International Inc.

text: Brad Phillips


text:
EX-99.1
6
ex99-1.htm
Exhibit 99.1
American
International Holdings. Corp Acquires Controlling Interest in
Online
Career and Life Coaching Platform, LifeGuru.me
Addison,
TX, May 21st, 2020 - American International
Holdings Corp. (OTC Pink:AMIH)(the "Company"), today announced that it has completed the acquisition of a 51% interest
in Life Guru, Inc., a Delaware corporation ("Life Guru") from Global Career Networks Inc, a Delaware corporation
("GCN"), pursuant to a Securities Purchase Agreement (the "SPA").
Life
Guru owns and is in the process of developing the website www.LifeGuru.me - a website dedicated to providing an online platform
for a variety of life, executive, leadership and career coaches (collectively, "
Coaches
") - to connect directly
to their customers and clients to provide coaching and mentorship services. The LifeGuru.me website is currently in development
and is anticipated to be fully launched on or before August 31, 2020.
Life
Guru intends to initially generate revenues by (a) providing Coaches with access to its online platform at LifeGuru.me through
the sale of monthly and yearly subscription packages, and (b) receiving a portion of the fees collected by the Coaches for individual
client coaching sessions.
"It
is no secret that the demand for life and other self-improvement coaches has grown in recent years", commented Jacob Cohen,
President and CEO of the Company, who continued, "Today, more and more individuals are taking extra steps to ensure that
their mental health and well-being are being addressed. People look to these coaches as a way to be proactive about bettering
themselves and are actively seeking creative ways to deal with life's challenges. Society places a huge value on self-improvement,
and because of this, the demand for these coaches is likely to grow to in the future".
"The
LifeGuru.me platform was created to address the many inefficiencies in the current market for life coaches", said Michael
Woloshin, founder of GCN and Co-Founder of Recruiter.com. "There is room for improvement in the market and we are going
to deliver a state-of-the-art product to compete in this global industry. Our goal is to be a one-stop shop for coaches all over
the world providing them with the ability to both attract and garner new clients, as well as better service existing clients,"
further added Mr. Woloshin.
About
Global Career Networks
Global
Career Networks, Inc. is a provider of career solutions to one of the largest recruiter networks with exposure to over one-half
million recruiters and millions of C-level executives. Global Career Networks is the parent holding company of the following subsidiaries
providing consumer-based websites in the career space: Resumesending.com, ResumeCertified.org, JobAlerts.co, GCNStaffing.com,
and GCNTechnology.com.
About
American International Holdings Corporation
American
International Holdings Corporation is a diversified holding company dedicated to (a) acquiring, managing and operating health,
wellness, beauty, and lifestyle companies, businesses and/or brands located both in the United States and abroad; and (b) general
contracting and construction. The Company seeks opportunities to acquire and grow businesses that possess strong brand values
and that can generate long-term sustainable free cash flow and attractive returns in order to maximize value for the Company and
its stakeholders.
About
Life Guru
LifeGuru's
mission is to guide and empower people around the world to master their lives. Finding the right coach can have a life-changing,
positive impact and should be available to everyone regardless of where they live in the world. LifeGuru plans to connect consumers
via live 1:1 private sessions to a variety of skilled coaches. LifeGuru coaches will have diverse backgrounds; specializing in
Career, Health and Well-being, Executive, Leadership, and Personal Transformational Life Coaching. All coaches will be rated by
members to ensure a quality experience.
FORWARD-LOOKING
STATEMENTS: This press release contains "forward-looking statements." Forward-looking statements also may be included
in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from
time to time. These forward-looking statements are intended to provide management's current expectations or plans for our
future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the
use of words such as "anticipate", "intend", "plan", "goal", "seek,"
"believe", "project", "estimate", "expect", "strategy", "future,"
"likely", "may", "should", "would", "could", "will" and
other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward-looking
statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash
and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent
risks, uncertainties and other factors that may cause the Company's actual results and financial condition to differ materially
from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among
others such as, but not limited to economic conditions, changes in the laws or regulations, demand for products and services of
the company, the effects of competition and other factors that could cause actual results to differ materially from those projected
or represented in the forward-looking statements. These risk factors and others are included from time to time in filings made
by the Company with the Securities and Exchange Commission, including, but not limited to, in the "Risk Factors" sections
in its Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the U.S. Securities
and Exchange Commission. These reports are available at www.sec.gov. The forward-looking statements included in this press release
are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements.
Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly
any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or
changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update
one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those
or other forward-looking statements.

text:
American International
Holdings Corp.

text: Life Guru, Inc.

text: Global Career Networks Inc

text: Jacob Cohen

text:
Michael
Woloshin


text:
EX-99.1
2
chasepressrelease.htm
PRESS RELEASE OF HINES DATED NOVEMBER 20, 2007
chasepressrelease.htm
Ex-99.1
News
Release
For
Immediate
Release
For
Further Information,
Contact:
November
20, 2007
George
Lancaster,
Hines
713/966-7676
George_lancaster@hines.com
HINES
REIT ACQUIRES JPMORGAN CHASE TOWER IN DALLAS
(DALLAS)
- The Dallas office of Hines, the international real estate firm, announced
today that Hines REIT has acquired JPMorgan Chase Tower from 2200 Ross,
L.P. The 55-story, Class A office tower is located at 2200 Ross
Avenue in the Arts District/Midtown area of Dallas. The seller was
represented by Holliday Fenoglio Fowler in the transaction. Hines is
the sponsor of Hines REIT, and is responsible for the management and leasing
of
its assets.
The
1,296,407-square-foot office tower was designed by Skidmore, Owings &
Merrill and was completed in 1987. It is recognizable by its unique
architecture, which includes a curved glass top and a seven-story keyhole in
the
center of the building near the top. Parking is provided on six
floors beneath the building, as well as in an adjacent 14-story
garage.
The
property
is 92 percent leased to tenants including: JPMorgan Chase; Locke Lord
Bissell & Liddell LLP; Deloitte & Touche LLP; and Fulbright &
Jaworski.
"We
believe
JPMorgan Chase Tower is an outstanding investment for the Hines REIT due to
its
superior architecture, tenancy and prominent location", said Charles Hazen,
president of Hines REIT.
"Hines
has had a presence in Dallas for more than 33 years, and this is an exciting
opportunity for the firm to expand its longstanding presence in the area with
the acquisition of this high-profile building", said Senior Vice President
Clayton Elliott.
Hines
REIT is a Houston-based public real estate investment trust sponsored by
Hines. Hines REIT commenced operations in November 2004 and primarily
invests in institutional-quality office properties located in the United States.
Including this acquisition, Hines REIT currently owns interests in 40
properties, two of which are located outside of the United
States. For additional information about Hines REIT, please see
www.hinesreit.com
.
Hines
is
a fully integrated real estate investment and management firm that has been
investing in real estate and providing acquisition, development, financing,
property management, leasing and disposition services for over 50
years. With offices in 68 U.S. cities and 15 foreign countries, and
controlled assets valued at approximately $19.9 billion, Hines is one of the
largest real estate organizations in the world. Access
www.hines.com
for more information on Hines.
Statements
in this news release, including but not limited to those relating to intentions,
beliefs, expectations, projections, plans or predictions, including
effects and results of the acquisition and other statements that are not
historical facts are forward looking statements that are based on current
expectations and assumptions that may prove incorrect or
inaccurate. Important factors that could cause actual results to
differ materially from those in the forward looking statements include risks
associated with property acquisitions, changes in general economic and real
estate market conditions, interest rate fluctuations, competition, dependence
on
tenants' financial condition, dependence on Hines and other risks described in
the "Risk Factors" sections of Hines REIT's Registration Statement on Form S-11,
its Annual Report on Form 10-K, and its other filings with the Securities and
Exchange Commission.
-30-

text:
HINES
REIT

text: Hines REIT

text: Holliday Fenoglio Fowler

text: Hines REIT

text: Hines REIT

text: Charles Hazen

text: Hines REIT

text:
Hines
REIT

text: Hines REIT

text: Hines REIT

text: Hines REIT

text: Hines REIT


text:
EX-99.1
2
dex991.htm
PRESS RELEASE DATED MAY 24, 2005
Press Release dated May 24, 2005
Exhibit 99.1
Contact information
Maureen O'Connell (media)
Brian Siegel (investors)
Marlene Somsak (media)
Sandy O'Halloran (investors)
PalmSource, Inc.
PalmSource, Inc.
palmOne, Inc.
palmOne, Inc.
408.448.1462
408.400.1942
408.503.2592
408.503.7405
maureen.oconnell@palmsource.com
investor.relations@palmsource.com
marlene.somsak@palmone.com
sandy.ohalloran@palmone.com
palmOne Renews Palm OS License from
PalmSource
Leaders in next-generation phones and mobile devices
strengthen relationship for continued innovation
SUNNYVALE and MILPITAS,
Calif. May 24, 2005
-PalmSource (NASDAQ: PSRC) and palmOne Inc. (NASDAQ: PLMO) today announced that palmOne has renewed its license of the Palm operating system. As part of this new agreement, palmOne can continue to develop and market
smartphones and other mobile devices based on the industry leading Palm OS® through 2009. Under the terms of the agreement PalmSource will receive minimum royalty payments of $148.5 million, which includes $65 million for calendar years 2007 to
2009 subject to meeting certain development milestones.
The companies also
announced today that PalmSource has sold its interest in the holding company that owns the trademarks of the Palm brand, in exchange for $30 million to be paid by palmOne over three and a half years. Over the next four years, PalmSource will retain
rights to use the PalmSource name and certain related Palm trademarks for itself and its licensees. PalmSource will also adopt a new brand identity during this period.
With the new license agreement in place, PalmSource and palmOne can continue to collaborate and bring innovative Palm Powered™ products
to market. Over the years palmOne has developed a full line of successful Palm Powered smartphones and mobile devices, including the Treo™ smartphone, Tungsten™ and Zire™ families of handheld computers and the LifeDrive mobile
manager. Palm Powered phones are supported by more than 40 of the world's top wireless carriers, making Palm OS a leading platform for the development and deployment of phones and wireless devices.
"Extending our license of Palm OS is an essential component of our success and ensures
we can continue to build great Palm OS based products for years to come", said Ed Colligan, palmOne president and chief executive officer. "The openness and ease-of-integration of the Palm OS allows palmOne to benefit from the advantages
of a powerful platform".
"We greatly value our relationship with
palmOne and its exceptional Palm OS based smartphones and mobile computing products", said Patrick McVeigh, interim chief executive officer of PalmSource." We look forward to working with palmOne on future mobile products that provide
customers with state-of-the-art capabilities".
palmOne Renews Palm OS License | Page 2 of 3
About palmOne
palmOne, Inc. - a leader in mobile computing - strives to put the power of computing in people's hands so they can access and share their most important
information. The company's products include Treo™ smartphones, the LifeDrive™ mobile manager, Tungsten™ and Zire™ handhelds, and software and accessories.
palmOne products are sold through select Internet, retail, reseller and wireless operator channels throughout the world, and at palmOne
Retail Stores and palmOne online stores (http://www.palmOne.com/stores).
More
information about palmOne, Inc. is available at
http://www.palmOne.com
.
About PalmSource
PalmSource, Inc., the company behind Palm
OS®, a leading operating system powering smart mobile devices, is a leading developer of software for mobile phones and other mobile devices. Its products include a wide range of software for mobile phones at all price points. More than 39
million mobile phones, handhelds, and other mobile devices run PalmSource software. More than 45 companies worldwide have licenses to PalmSource software, including Fossil, Garmin, GSPDA, Kyocera, Lenovo, palmOne, Samsung, Sony, and Symbol
Technologies. Palm OS has given rise to a large community of users, enterprises, developers and manufacturers, who together make up the Palm Powered Economy. More information about PalmSource is available at
www.palmsource.com
,
www.palmsource.co.uk
,
www.palmsource.fr
,
www.palmsource.de
,
www.palmsource.com/es
and
www.palmsource.com.cn
.
###
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This press release contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove
incorrect, could cause PalmSource's results to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements include, without limitation, statements related to palmOne's plans for
Palm Powered™ smartphones and mobile devices, the anticipated minimum royalty payments and the changes to the PalmSource brand identity. The risks and uncertainties that could cause PalmSource's results to differ materially from those
expressed or implied by such forward-looking statements include, without limitation: PalmSource's ability to maintain and grow the Palm OS developer community; PalmSource's ability to meet certain development milestones; PalmSource's
ability to develop new brand identity; PalmSource's ability to benefit from any growth in the smartphone and mobile device markets; PalmSource's ability to maintain and grow its developer community; and the general economic conditions in
the U.S. and abroad and other risks and uncertainties contained in PalmSource's public announcements, reports to stockholders and other documents filed with and furnished to the Securities and Exchange Commission, including the Company's
Annual Report on Form 10-K for the period ended May 28, 2004 and its Quarterly Reports on
palmOne Renews Palm OS License | Page 3 of 3
Form 10-Q for the periods ended August 27, 2004, November 26, 2004 and February 25, 2005. All forward-looking statements in this press
release are based on information available to us as of the date hereof, and PalmSource assumes no obligation to update these forward-looking statements.
Copyright © 2005, PalmSource, Inc. and palmOne, Inc.
palmOne, LifeDrive, Zire, Tungsten and Treo are among the trademarks or registered trademarks owned by or licensed to palmOne, Inc. All other brand and product names are
or may be trademarks of, and are used to identify products or services of, their respective owners.
PalmSource, Palm OS, Palm Powered, and certain other trademarks and logos appearing on this press release are licensed to PalmSource by Palm Trademark Holding Company, LLC. These marks may not be used in connection
with any product or service that does not belong to PalmSource, Inc. (except as expressly permitted by a license with PalmSource, Inc.), in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits
palmOne, its licensor, its subsidiaries or affiliates. All other brands and trademarks used herein are or may be trademarks of, and are used to identify other products or services of, their respective owners. All rights reserved.

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: palmOne Inc.

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource

text: PalmSource


text:
EX-99.1
3
a05-22473_1ex99d1.htm
EXHIBIT 99
Exhibit 99.1
1025 Eldorado Boulevard
Broomfield, Colorado 80021
www.Level3.com
NEWS RELEASE
Level
3 contacts:
Media:
Josh Howell
Investors:
Robin Grey
720-888-2517
720-888-2518
Jennifer Daumler
Sandra Curlander
720-888-3356
720-888-2501
Level
3 Completes WilTel Acquisition
Level 3 Pays Total Consideration of 115 Million
Shares of Level 3 Common Stock and $386 Million in Cash
BROOMFIELD
, Colo., December 23, 2005
¾
Level 3 Communications, Inc.
(Nasdaq:LVLT) today announced that it has completed its acquisition of WilTel
Communications Group, LLC. As consideration, Level 3 has paid Leucadia National
Corporation (NYSE: LUK) 115 million shares of Level 3 common stock and $386 million
in cash.
Pursuant to the purchase
agreement signed by Level 3 and Leucadia on October 30, 2005, Level 3's
cash consideration at closing was increased from the previously announced
amount of $370 million, to reflect an improvement in WilTel's working capital
and is subject to adjustment based on the subsequent calculation of actual
closing date working capital. Level 3 paid an additional $100 million in
consideration for $100 million in cash held by WilTel at the time of closing.
"There
is a unique and compelling fit between WilTel and Level 3", said James Q.
Crowe, chief executive officer of Level 3. "Because of this and hard work by
all involved, we have been able to close this transaction ahead of schedule.
Through this process, we have continued our analysis of the WilTel business and
are confident in the overall financial projections we provided at the time we
announced the definitive agreement. We have also continued our integration
planning and we are extremely pleased with the progress we have made leading up
to today's announcement".
Financial projections
"We are reiterating our
previously announced overall revenue and cash flow projections for the
acquisition", said Sunit S. Patel, chief financial officer of Level 3. "This
transaction adds substantial new revenue from high quality customers and
creates value from significant synergies resulting from elimination of
duplicative common resources and network infrastructure. We continue to expect
the acquisition to add $1.5-1.6 billion in revenue to our 2006 communications
revenue which approximately doubles the size of our existing communications
business.
"While
we recognize that the contribution from the AT&T (formerly SBC) contract
will diminish over time in accordance with their contract with WilTel, we continue
to expect that this transaction will contribute approximately $50-90 million of
incremental cash flow in 2006 and $125-150 million of incremental cash flow annually
from 2007 onward. We expect to provide
more detail when we announce our 2005 fourth quarter results in February 2006." Integration costs are expected to be $100-150
million.
Integration planning and execution
"
The combination of Level 3 and WilTel unites
two leading providers of communications
backbone services to create what we believe is the premier wholesale communications services provider
in the industry,"
said Kevin O'Hara, president and chief operating officer of Level 3.
"Due to the unique
strategic fit between the two companies and Level 3's past integration
experience, we remain confident in our ability to successfully combine the
businesses and conclude a smooth transition for customers", continued O'Hara. "We
commenced integration planning immediately after signing the definitive
agreement in October, and we believe we are well positioned for a smooth integration
process in keeping with our projected schedule.
"The transaction will
significantly increase the size of Level 3's communications business by
increasing the scale of the company's transport, IP and voice business. In
addition, broadening our network capabilities will facilitate increased network
reach by adding 3000 additional route miles, access to 50 new markets and
improved responsiveness on high demand routes".
Vyvx
As a part of the transaction, Level 3 acquired the
WilTel subsidiary, Vyvx, LLC, the industry leader in gathering and distributing
broadcast quality live and non-live video for the media and entertainment
industry.
"
We recognize the importance of Vyvx's
customers and are committed to ensuring they receive the highest quality service
without disruption,
" said O'Hara.
"We believe that Vyvx's expertise in transporting
video combined with its strong brand and customer relationships may create some
additional opportunities for Level 3 as the video transport market evolves".
About Level 3
Communications
Level 3 (Nasdaq:LVLT) is an
international communications and information services company. The company
operates one of the largest Internet backbones in the world, is one of the
largest providers of wholesale dial-up service to ISPs in North America and is
the primary provider of Internet connectivity for millions of broadband
subscribers, through its cable and DSL partners. The company offers a wide
range of communications services over its 23,000-mile broadband fiber optic
network including Internet Protocol (IP) services, broadband transport and
infrastructure services, colocation services, and patented softswitch managed
modem and voice services. Level 3 is an industry leader in IP and VoIP
services, which it provides to cable operators, ISPs, carriers and others.
Level 3's E-911 service offering includes both fixed location and nomadic VoIP
E-911 capabilities, supporting an FCC-compliant E-911 solution for
interconnected VoIP providers.
The company offers information services through its
subsidiary, Software Spectrum, and fiber-optic and satellite video delivery
solutions through its subsidiary, Vyvx. For additional information, visit their
respective Web sites at www.softwarespectrum.com and www.vyvx.com.
The Level 3 logo is a registered
service mark of Level 3 Communications, Inc. in the United States and/or
other countries. Level 3 services are provided by a wholly owned subsidiary of
Level 3 Communications, Inc.
Forward-Looking Statement
Some of the statements made by Level 3 in this press
release are forward-looking in nature. Actual results may differ materially
from those projected in forward-looking statements. Level 3 believes that its
primary risk factors include, but are not limited to: developing new products
and services that meet customer demands and generate acceptable margins;
increasing the volume of traffic on Level 3's network; overcoming the softness
in the economy given its disproportionate effect on the telecommunications
industry; integrating strategic acquisitions; attracting and retaining
qualified management and other personnel; successfully completing commercial
testing of new technology and information systems to support new products and
services, including voice transmission services; ability to meet all of the
terms and conditions of our debt obligations; overcoming Software Spectrum's
reliance on financial incentives, volume discounts and marketing funds from
software publishers; reducing downward pressure of Software Spectrum's margins
as a result of the use of volume licensing and maintenance agreements; and
reducing rate of price compression on certain of the Company's existing
transport and IP services. Additional information concerning these and other
important factors can be found within Level 3's filings with the Securities and
Exchange Commission. Statements in this release should be evaluated in light of
these important factors.

text:
Level
3

text:
Level
3

text: Level 3

text: Level 3

text: Level 3 Communications, Inc.

text:
WilTel
Communications Group, LLC.

text: Level 3

text:
Leucadia National
Corporation

text: Level 3

text: Level 3

text: Level 3

text: Level 3

text: Level 3

text:
James Q.
Crowe

text: Level 3

text: Sunit S. Patel

text: Level 3

text: Level 3

text: Level 3

text: Level 3

text: Level 3

text: Level 3

text: Level 3

text: Level 3

text: Level 3

text: Level 3

text: Level 3

text: Level 3 Communications, Inc.

text: Level 3

text: Level 3 Communications, Inc.

text: Level 3

text: Level 3

text: Level 3

text: Level 3


text:
EX-99.2
4
v433595_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
EyeGate Pharma Acquires Jade Therapeutics
Transaction enhances development pipeline
with addition of new ophthalmic platform technology.
First Jade product to enter clinic later
this year.
WALTHAM, Mass., March 07, 2016 - Eyegate Pharmaceuticals,
Inc. (NASDAQ: EYEG) ("EyeGate" or the "Company"), a specialty pharmaceutical company that focuses on developing
and commercializing therapeutics and drug delivery systems for treating diseases of the eye, today announced that it has acquired
Jade Therapeutics, Inc. ("Jade"), a privately-held company developing locally administered, polymer-based products
designed to treat poorly-served ophthalmic indications. Jade's proprietary, crosslinked, bio-erodible hydrogel technology
has demonstrated a variety of unique and beneficial characteristics, whether employed alone or as a sustained-release drug-delivery
vehicle. In conjunction with the acquisition, EyeGate will gain a strong research and development team and the co-founders of Jade
have been appointed to senior management or consulting roles within EyeGate. Barbara Wirostko, M.D., Co-founder and Chief Medical
Officer of Jade has joined EyeGate as Chief Medical Officer and MaryJane Rafii, Ph.D., Co-founder and Chief Business Officer of
Jade has joined in a consulting role to assist with ongoing business development activities.
"The integration of Jade into EyeGate significantly strengthens
our market position through the addition of a robust preclinical pipeline that complements EyeGate's ongoing efforts to develop
novel treatments for diseases of the eye. The acquisition also meets our objective of expanding our development focus and building
a diversified portfolio of ocular therapeutic assets led by EGP-437 and our iontophoretic delivery technology", commented
Stephen From, President and Chief Executive Officer of Eyegate Pharmaceuticals. "Our expanded pipeline now includes both
preclinical and clinical assets that collectively address a large market opportunity. We are very excited about this opportunity
and are confident that by combining the capabilities of both the companies, we can create value for our shareholders while developing
products to potentially help patients suffering from eye disorders".
Jade's proprietary, cross-linked thiolated carboxymethyl
hyaluronic acid (CMHA-S) is a modified form of the natural polymer hyaluronic acid (HA) which possesses unique physical and chemical
properties such as viscoelasticity and water retention. The ability of CMHA-S to adhere longer to the ocular surface, resist degradation
and protect the ocular surface makes it well suited for treating various ocular surface injuries. This novel crosslinked HA product
has demonstrated global safety and efficacy in small animals in a real world setting, as it is already marketed as a highly efficacious
veterinary product by BayerDVM under the Remend™ brand to treat corneal wounds. EyeGate intends to initiate a clinical study
for Jade's lead product candidate for corneal epithelial defects in late 2016.
With the transaction, Jade has become a wholly owned subsidiary
of EyeGate. EyeGate's acquisition of Jade has led to the creation of a premier ophthalmology company at the forefront of
developing innovative therapies for patients with ocular diseases.
Dr. Wirostko added, "I am thrilled to join EyeGate following
this transaction. With a strong executive team and a deep ophthalmic pipeline, it became clear early in the process that EyeGate
was the optimal company to continue the development of Jade's proprietary CMHA-S technology. We believe that CMHA-S has tremendous
potential across multiple ophthalmic indications, and I look forward to working with the EyeGate team to advance the technology
to clinical trials and, hopefully, to market".
Dr. Barbara Wirostko, Co-founder of Jade and newly-appointed
EyeGate Chief Medical Officer, is a board certified ophthalmologist and holds appointments as a Clinical Adjunct Associate Professor
in Ophthalmology, Moran Eye Center, and an Adjunct Associate Professor of Bioengineering at the University of Utah. She is a former
Senior Medical Director and Development Lead at Pfizer, where she led a successful EU regulatory EMA filing for Xalatan in pediatric
glaucoma and oversaw the development of Pfizer's glaucoma pipeline strategy as well as the Medical programs for the global
product Xalabrands. At Pfizer, she had direct involvement with early drug development programs, clinical trials, and post marketing
medical responsibilities in the areas of diabetes, AMD, dry eye, and glaucoma. Prior to joining Pfizer, Dr. Wirostko was Chief
Ophthalmologist practicing as a clinician and specializing in glaucoma at the Huntington Medical Group PC, in Huntington, New York.
During her 10 years in practice, she served as Principle Investigator for various pivotal glaucoma clinical trials for major pharmaceutical
companies specialized in eye care.
Under the terms of the agreement, in consideration for the outstanding
equity interests in Jade, EyeGate will repay Jade liabilities of up to $300,000 and will issue 765,728 shares of EyeGate common
stock, 90% of which were issued at the closing and 10% of which will be held back for 18 months to satisfy post-closing adjustments
or indemnification obligations. The transaction also includes a cash earn-out provision calling for the additional payment of up
to $2,164,451 contingent upon a Jade product receiving FDA marketing approval.
About Crosslinked Hyaluronic acid (CMHA-S)
This proprietary platform is a unique, differentiated and superior
technology designed to overcome delivery of ocular drugs. CMHA-S persists on the ocular surface for longer duration, resists rapid
degradation, requires less frequent dosing, is visually clear due to unique viscosity properties, and most importantly facilitates
more rapid ocular surface and corneal healing.
About Jade Therapeutics
Jade Therapeutics is a privately-held company focused on developing
locally administered, polymer-based products designed to treat poorly-served ophthalmic indications. Jade's proprietary,
cross-linked, bioerodible hydrogel technology has demonstrated a variety of unique and beneficial characteristics, whether employed
alone or as a sustained-release drug-delivery vehicle. This approach could enable improved therapeutic outcomes along with increased
patient compliance to therapy, decreased frequency of administration and office visits, and avoidance of subsequent surgeries -
ultimately resulting in better visual outcomes with enhanced quality of life. The company has six programs under development for
diverse ocular indications.
About EyeGate:
EyeGate is a clinical-stage specialty pharmaceutical company
that is focused on developing and commercializing therapeutics and drug delivery systems for treating diseases of the eye. EGP-437,
the Company's first and only product in clinical trials, incorporates a reformulated topically active corticosteroid, Dexamethasone
Phosphate that is delivered into the ocular tissues through EyeGate's proprietary innovative drug delivery system, the EyeGate®
II Delivery System. For more information, please visit www.EyeGatePharma.com.
Safe Harbor Statement:
Some of the statements in this press release are "forward-looking"
and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking"
statements include statements relating to, among other things, the commercialization efforts and other regulatory or marketing
approval efforts pertaining to EyeGate's or Jade's products, including EyeGate's EGP-437 combination product,
as well as the success thereof, with such approvals or success may not be obtained or achieved on a timely basis or at all. These
statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press
release, including, among other things, certain risk factors described under the heading "Risk Factors" contained in
EyeGate's Annual Report on Form 10-K filed with the SEC on March 31, 2015, or described in EyeGate's other public filings.
EyeGate's results may also be affected by factors of which EyeGate is not currently aware. The forward-looking statements
in this press release speak only as of the date of this press release. EyeGate expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or
any changes in the events, conditions or circumstances on which any such statement is based.
Contact:
Lee Roth / Joseph Green
The Ruth Group for Eyegate Pharmaceuticals
646-536-7012 / 7013
lroth@theruthgroup.com / jgreen@theruthgroup.com

text: EyeGate Pharma

text: Jade Therapeutics

text: Jade

text: Eyegate

text: EyeGate

text: Jade Therapeutics, Inc.

text: Jade

text: Jade

text: EyeGate

text: Jade

text: EyeGate

text: Barbara Wirostko

text: Jade

text: EyeGate

text: Jade

text: Jade

text: EyeGate

text: EyeGate

text: Stephen From

text: Eyegate

text: Jade

text: EyeGate

text: Jade

text: Jade

text: EyeGate

text: EyeGate

text: Jade

text: EyeGate

text: EyeGate

text: Jade

text: EyeGate

text: Barbara Wirostko

text: Jade

text: EyeGate

text: Jade

text: EyeGate

text: Jade

text: EyeGate

text: Jade

text: Jade Therapeutics

text: Jade Therapeutics

text: Jade

text: EyeGate

text: EyeGate

text: EyeGate

text: EyeGate

text: EyeGate

text: Jade

text: EyeGate

text: EyeGate

text: EyeGate

text: EyeGate

text: EyeGate

text: EyeGate

text: Eyegate


text:
EX-99.1
4
tv518806_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
April 11, 2019
NYSE American - REI
RING ENERGY, INC. ANNOUNCES CLOSING
OF NORTHWEST SHELF ASSETS FROM
WISHBONE ENERGY PARTNERS
Company Doubles Estimated Production,
Future EBITDA, Proved Reserves and PV-10
Acquisition Creates Largest Horizontal
San Andres Company on the Central Basin Platform / Northwest Shelf
Midland, TX. April 11, 2019
-
Ring Energy, Inc. (NYSE American: REI) ("Company") ("Ring") announced today that it has closed its transaction
with Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB WaterWorks, LLC ("Wishbone") to acquire
their Northwest Shelf assets located primarily in southwest Yoakum County, Texas and eastern Lea County, New Mexico. The total
adjusted purchase price for the acquisition was approximately $291 million, comprised of approximately $264 million of cash and
4,581,001 shares of the Company's common stock. The cash portion of the transaction was paid from the Company's senior
credit facility which had been increased to $1 billion with a borrowing base of $425 million. SunTrust Robinson Humphrey acted
as sole lead arranger and sole book manager for the financing. The transaction had an effective date of November 1, 2018.
The assets consist of approximately 49,754
gross (38,230 net) acres of mostly contiguous leasehold. Ring will be the operator and have an average working interest of 77%
and average net revenue interest of 58%. The acreage is adjacent to the prolific Wasson and Brahaney fields. There is a base of
127 gross wells currently producing an average daily net production of approximately 5,400 Boe. In addition, current infrastructure
includes 1,385 acres of owned surface rights, 21 saltwater disposal wells, 15 water source wells, five frac ponds and three caliche
pits for road material and new locations.
On a proforma basis, Ring management estimates
that this acquisition immediately doubles estimated production, doubles proved reserves
(1)
, doubles future EBITDA,
adds over 360 prospective horizontal San Andres locations and increases the Company's proved NAV/share from $7.46
(2)
to $11.33
(3)
. The Company has prepared a slide presentation on its website,
www.ringenergy.com
,
which provides a detailed overview of the transaction and its potential value to the Company.
(1)
Proved Reserves include PDP, PDNP and PUD.
(2)
Proved NAV/share calculated as YE2018 Proved PV-10 based on SEC pricing ($62.04/Bbl of oil and $3.10/Mcf of gas) less
total debt divided by current shares outstanding.
(3)
Pro forma Proved NAV/share calculated as pro forma YE2018 Proved PV-10 based on SEC pricing ($62.04/Bbl of oil and $3.10/Mcf
of gas) les pro forma total debt divided by pro forma shares outstanding.
Management intends to release its 2019
capital expenditure budget ("CAPEX") prior to the end of April. It will include a second contract rig which is scheduled
to begin drilling on the newly acquired assets within the next seven days.
Advisors
SunTrust Robinson Humphrey acted as exclusive
financial advisor to Ring. Baker Hostetler acted as legal counsel to Ring.
About Ring Energy, Inc.
Ring Energy, Inc. is an oil and gas exploration,
development and production company with current operations in Texas and New Mexico.
www.ringenergy.com
Safe Harbor Statement
This release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements involve a wide variety of risks and uncertainties, and include, without limitations, statements with respect to the
Company's strategy and prospects. Such statements are subject to certain risks and uncertainties which are disclosed in the
Company's reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2018 and its other filings
with the SEC. Readers and investors are cautioned that the Company's actual results may differ materially from those described
in the forward-looking statements due to a number of factors, including, but not limited to, the Company's ability to acquire
productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties, general economic
conditions both domestically and abroad, and the conduct of business by the Company, and other factors that may be more fully described
in additional documents set forth by the Company.
For further information contact:
Bill Parsons, K M Financial, Inc. (702) 489-4447

text: RING ENERGY, INC.

text: Ring Energy, Inc.

text: Wishbone Energy Partners, LLC

text: SunTrust Robinson Humphrey

text: SunTrust Robinson Humphrey

text: Baker Hostetler

text: Ring Energy, Inc.

text: Ring Energy, Inc.


text:
EX-99.3
4
pmiacquisitionoffertinphar.htm
EX-99.3
Document
Exhibit 99.3
PRESS RELEASE
Investor Relations:
Media:
New York: +1 (917) 663 2233
Lausanne: +41 (0)58 242 4500
Lausanne: +41 (0)58 242 4666
Email: Iro.Antoniadou@pmi.com
Email: InvestorRelations@pmi.com
PHILIP MORRIS INTERNATIONAL ANNOUNCES CLOSING OF FERTIN PHARMA ACQUISITION;
ADVANCES PMI'S GOAL OF BECOMING A MAJORITY SMOKE-FREE BUSINESS BY 2025 AND CREATES GROWTH OPPORTUNITIES BEYOND NICOTINE
NEW YORK, September 15, 2021 -- Philip Morris International Inc. (PMI) (NYSE: PM) today announced the closing of its acquisition of Fertin Pharma A/S ("Fertin Pharma"), a leading developer and manufacturer of innovative pharmaceutical and well-being products based on oral and intra-oral delivery systems, for an enterprise value of DKK 5.1 billion (approximately USD 820 million1).
"As we build our pipeline of smoke-free products with the goal of phasing out cigarettes and expand our business for the long-term toward areas outside of tobacco and nicotine, such as selfcare wellness, we welcome the contributions that Fertin Pharma, its management and its employees will bring to PMI", said Jacek Olczak, Chief Executive Officer. "PMI's future is centered on health, science, technology and sustainable business practices to deliver innovative products and solutions that aim to improve people's lives and create a net positive impact on society. The world-class expertise of Fertin aligns perfectly with this vision and will be an important part of our future".
"We are excited to join PMI and start this new chapter for Fertin Pharma", said Peter Halling, the company's Chief Executive Officer. "By becoming part of PMI's transformation, Fertin will be uniquely positioned to continue to innovate, grow, and serve our customers as a leading CDMO-delivering on our vision to enable people to live healthier lives. Our shared commitment to science and consumer-centric innovations forms a strong basis for a very successful future together".
The addition of Fertin Pharma's promising technologies, strong capabilities and skilled workforce-including around 200 R&D professionals-will provide PMI with speed and scale in differentiated and innovative oral delivery products to support its 2025 goals of generating more than 50% of its total net revenues from smoke-free products and at least USD 1 billion in net revenues from products beyond nicotine. With Fertin Pharma's substantial know-how, PMI plans to accelerate its presence in the fast-growing modern oral category, through a broad range of smoke-free products such as nicotine pouches that can help more adults who would otherwise continue to smoke switch to better alternatives and stop smoking. In addition, Fertin Pharma's oral delivery platforms-which are complementary to PMI's inhalation expertise-can be leveraged for the development of scientifically substantiated selfcare wellness products, including over-the-counter solutions and supplements for better living in areas such as sleep, energy, calm, and focus.
1 Based on prevailing exchange rate at transaction close
1
Fertin Pharma has more than 850 employees and operations in Denmark, Canada, and India. It is a leading contract development and manufacturing organization (CDMO), specializing in the research, development and production of gums, pouches, liquefiable tablets, and other solid oral systems for the delivery of active ingredients, including nicotine, where it is a leading producer of Nicotine Replacement Therapy (NRT) solutions. In 2020, Fertin Pharma generated net revenues of DKK 1.1 billion (approximately USD 160 million2).
Fertin Pharma will operate as a wholly owned subsidiary of PMI. PMI expects the impact of the acquisition on its full-year 2021 adjusted diluted EPS to be immaterial.
Forward-Looking & Cautionary Statements
Statements in this press release that are not strictly historical, including statements regarding the acquisition of Fertin Pharma, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.
There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: (1) the possibility that the integration of Fertin Pharma and its operations with those of PMI may be more difficult and/or take longer than anticipated, and may not accelerate PMI's desired entry into additional smoke-free and beyond nicotine platforms as quickly as anticipated; (2) the possibility that Fertin Pharma's integration into PMI may be more costly than anticipated and may have unanticipated adverse results relating Fertin Pharma or PMI's existing businesses; (3) the effect of the acquisition on the respective business relationships, operating results and business generally of PMI, Fertin Pharma or the combined company; (4) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the acquisition; (5) negative effects of the consummation of the transaction on the market price of PMI's common stock; (6) the ability of PMI to retain and hire key personnel of Fertin Pharma; and (7) other factors that may affect future results of the combined company described in the section entitled "Risk Factors" in PMI's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, PMI's Form 10-Q for the quarter ended June 30, 2021, and other filings of PMI with the Securities and Exchange Commission. The forward-looking statements made herein speak only as of the date hereof and PMI does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future events and developments or otherwise, except as required by law.
Philip Morris International: Delivering a Smoke-Free Future
Philip Morris International (PMI) is leading a transformation in the tobacco industry to create a smoke-free future and ultimately replace cigarettes with smoke-free products to the benefit of adults who would otherwise continue to smoke, society, the company, its shareholders and its other stakeholders. PMI is a leading international tobacco company engaged in the manufacture and sale of cigarettes, as well as smoke-free products, associated electronic devices and accessories, and other nicotine-containing products in markets outside the U.S. In addition, PMI ships versions of its IQOS Platform 1 device and consumables to Altria Group, Inc. for sale under license in the U.S., where these products have received marketing authorizations from the U.S. Food and Drug Administration (FDA) under the premarket tobacco product application (PMTA) pathway; the FDA has also authorized the marketing of a version of
2 Based on average 2020 exchange rate
2
IQOS and its consumables as a Modified Risk Tobacco Product (MRTP), finding that an exposure modification order for these products is appropriate to promote the public health. PMI is building a future on a new category of smoke-free products that, while not risk-free, are a much better choice than continuing to smoke. Through multidisciplinary capabilities in product development, state-of-the-art facilities and scientific substantiation, PMI aims to ensure that its smoke-free products meet adult consumer preferences and rigorous regulatory requirements. PMI's smoke-free product portfolio includes heat-not-burn and nicotine-containing vapor products. As of June 30, 2021, PMI's smoke-free products are available for sale in 67 markets in key cities or nationwide, and PMI estimates that approximately 14.7 million adults around the world have already switched to IQOS and stopped smoking. For more information, please visit www.pmi.com and www.pmiscience.com.
3

text: PHILIP MORRIS INTERNATIONAL

text: FERTIN PHARMA

text: PMI

text: Philip Morris International Inc.

text: PMI

text: Fertin Pharma

text: Fertin Pharma

text: Fertin Pharma

text: PMI

text: Jacek Olczak

text: PMI

text: PMI

text: Fertin Pharma

text: Peter Halling

text: PMI

text: Fertin Pharma

text: PMI

text: Fertin Pharma

text: PMI

text: Fertin Pharma

text: PMI

text: Fertin Pharma

text: Fertin Pharma

text: Fertin Pharma

text: PMI

text: PMI

text: Fertin Pharma

text: Fertin Pharma

text: PMI

text: PMI

text: Fertin Pharma

text: PMI

text: Fertin Pharma

text: PMI

text: PMI

text: Fertin Pharma

text: PMI

text: PMI

text: Fertin Pharma

text: PMI

text: PMI

text: PMI

text: PMI

text: Philip Morris International

text: Philip Morris International

text: PMI

text: PMI

text: PMI

text: PMI

text: PMI

text: PMI

text: PMI

text: PMI