text:
EX-99.1
8
exhibit991.htm
PRESS RELEASE ANNOUNCING TRINITYCARE ACQUISITIONS
exhibit991.htm
Exhibit 99.1
For Immediate Release
UNIVERSITY GENERAL HEALTH SYSTEM, INC. ANNOUNCES ACQUISITION OF TRINITYCARE SENIOR LIVING COMMUNITIES
ACQUISITION EXPECTED TO INCREASE UNIVERSITY GENERAL'S ASSETS BY NEARLY $37 MILLION
HOUSTON, Texas
- June 29, 2011 - University General Health System, Inc. ("University General") (OTCQB: UGHS) (Other OTC: UGHS.PK), a diversified, integrated multi-specialty health delivery system, today announced the execution of a definitive asset acquisition agreement, whereby UGHS will acquire certain assets and liabilities of senior living communities in Texas and Tennessee, as well as a majority ownership of TrinityCare Senior Living, LLC, a Texas-based developer and manager of senior living communities. The transaction will include the purchase of Trinity Oaks of Pearland (Texas), Trinity Shores of Port Lavaca (Texas) and Trinity Hills of Knoxville (Tennessee), as well as an equity purchase of the majority of TrinityCare Senior Living, which currently manages additional communities in Georgia. The purchase will include cash, a seller's note, common stock and additional shares to be issued based upon the achievement of certain performance milestones. The transaction is expected to increase University General's net assets by nearly $37 million and its net equity by nearly $14 million. The acquisition was approved by a super majority of the owners of TrinityCare and unanimously by the board of directors of University General. The closing date for these transactions will be June 30, 2011.
"The expansion in our strategic growth parameters to include senior living communities allows us to further diversify our health delivery network", stated Hassan Chahadeh, M.D., Chairman, President and Chief Executive Officer of University General. "In order to meet the needs of the full spectrum of care necessary in today's volatile medical environment, we must constantly explore areas of healthcare wherein we can integrate our existing services with quality providers. TrinityCare contributes to the continuum of care provided by University General. We are excited about the leadership of TrinityCare and their commitment to provide residents with comprehensive, affordable senior living services".
"Becoming part of the University General Health System will provide an excellent opportunity for our residents to access quality health care, while creating synergies between the medical staff at University General Hospital and our regional communities", stated Donald W. Sapaugh, Chief Executive Officer of TrinityCare Senior Living, LLC.
University General Health System, Inc.
University General Health System, Inc. ("University General") is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services by providing timely, innovative health solutions that are uniquely competitive, efficient, and adaptive in today's health care delivery environment. The Company currently operates one hospital, two free-standing emergency rooms, and one ambulatory surgical center in the Houston area, and it plans to complete multiple acquisitions in 2011 and future years in Houston and other markets.
A fully-reporting company, University General Health System, Inc. is headquartered in Houston, Texas, and its common stock trades on the OTCQB Exchange under the symbol "UGHS".
Forward-Looking Statements
The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements related to the future financial performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, successful execution of growth strategies, product development and acceptance, the impact of competitive services and pricing, general economic conditions, and other risks and uncertainties described in the Company's periodic filings with the Securities and Exchange Commission.
For Additional Information, Please Contact:
RJ Falkner & Company, Inc., Investor Relations Counsel at (830) 693-4400 or via email at
info@rjfalkner.com
1

text: UNIVERSITY GENERAL HEALTH SYSTEM, INC.

text: TRINITYCARE SENIOR LIVING COMMUNITIES

text: UNIVERSITY GENERAL

text: University General Health System, Inc.

text: University General

text: UGHS

text: UGHS

text: TrinityCare Senior Living, LLC

text: Trinity Oaks

text: Trinity Shores

text: Trinity Hills

text: TrinityCare Senior Living

text: University General

text: University General

text: University General

text: University General

text: University General

text: Donald W. Sapaugh

text: TrinityCare Senior Living, LLC

text: University General Health System, Inc.

text: University General Health System, Inc.

text: University General

text: University General Health System, Inc.

text: UGHS


dataset: buster

text:
EX-99.1
2
v034319_ex99-1.htm
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Teton
Energy Corporation
410
17th
Street, Suite 1850
Denver,
CO 80202-4444
Company
contact:
Gillian
Kane
(303)
565-4600 ext. 101
gkane@teton-energy.com
www.teton-energy.com
Teton
Energy Announces Closing of Drilling Agreement with Noble Energy, Inc. in the
Eastern Denver-Julesburg Basin
Denver
-
(PR Newswire) - January 31, 2006- Teton Energy Corporation (AMEX: TEC), an
independent oil and natural gas producer focused on the acquisition, exploration
and development of North American properties, announced that it has closed
the
previously announced Acreage Earning Agreement ("Agreement") with Noble Energy,
Inc. (NYSE: NBL) on January 27, 2006, following Noble Energy's completion of its
due diligence.
Under
the
terms of the Agreement, Noble Energy will earn a 75% working interest in Teton's
approximately 182,000 acres by (1) paying Teton $3 million dollars and (2)
drilling and completing 20 wells at no cost to Teton. At closing, Noble Energy
paid Teton the balance of the $3 million as called for in the Agreement. The
Parties anticipate that the 20 wells will be drilled and completed by the first
quarter of 2007. During that time, Teton will receive 25% of any revenues
derived from the first 20 wells. After completion of the first 20 wells, Teton
and Noble Energy will split all costs associated with future drilling according
to each party's working interest percentage.
Drilling
depth on a Niobrara well is approximately 2,000 feet. Drilling and completion
costs for a Niobrara well are approximately $150,000 per well.
Noble
Energy is currently evaluating the acreage and developing drilling plans.
About
Teton Energy Corporation
Denver-based
Teton Energy Corporation is an independent oil and gas exploration and
production company with operations in the Rocky Mountain region of the U.S.
The
Company's common stock trades as TEC on the American Stock Exchange. More
information about the Company is available on the Company's website,
www.teton-energy.com,
and
through additional press releases as the projects develop.
Forward-Looking
Statements
This
news
release may contain certain forward-looking statements, including declarations
regarding Teton and its subsidiaries' expectations, intentions, strategies and
beliefs regarding the future within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements contained herein are based upon information available to Teton's
management as at the date hereof and actual results may vary based upon future
events, both within and without the control of the Teton's management, including
risks and uncertainties that could cause actual results to differ materially
including, among other things, the impact that additional acquisitions may
have
on the company and its capital structure, exploration results, market
conditions, oil and gas price volatility, uncertainties inherent in oil and
gas
production operations and estimating reserves, unexpected future capital
expenditures, competition, governmental regulations and other factors discussed
in the Company's Annual Report on Form 10-K/A for the year ended December 31,
2004 filed with the Securities and Exchange Commission. More information about
potential factors that could affect the Company's operating and financial
results is included in Teton's annual report on Form 10-K/A for the year ended
December 31, 2004. Teton's disclosure reports are on file at the Securities and
Exchange Commission and can be viewed on Teton's website at
www.teton-energy.com. Copies are available without charge, upon request from
the
Company.
#
#
#

label: organization

text:
Teton
Energy Corporation

text:
Teton
Energy

text: Noble Energy, Inc.

text: Teton Energy Corporation

text:
Noble Energy,
Inc.

text: Teton Energy Corporation

text: Teton Energy Corporation

source_dataset: expertai/BUSTER

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


text:
EX-99
3
e991.htm
EX. 99.1
XFONE USA COMPLETES
MERGER WITH JACKSON, MISSISSIPPI-BASED
TELECOMMUNICATIONS COMPANY
XFONE USA Wins Order
from State's Public Service Commission
for Assignment of Interconnection
Agreement with BellSouth
LONDON & JACKSON, Miss
- (PR Newswire) - March 15, 2005
- XFONE, Inc., a provider
of international voice and data communications services, today announced that the merger
between WS Telecom, Inc., d/b/a/ eXpeTel Communications, Inc., a Mississippi corporation
and its subsidiaries ("eXpeTel") and XFONE USA, Inc., a wholly-owned subsidiary
of XFONE, Inc., was formally consummated on Thursday, March 10, 2005. The combined
companies will operate under the name "XFONE USA, Inc".
Headquartered in Jackson,
Mississippi, eXpeTel is a telecommunications service provider that owns and operates its
own facilities-based, telecommunications switching system. eXpeTel provides residential
and business customers with high quality local and long distance services, as well as
cable television and high speed Internet services to planned and multi-dwelling apartment
communities in Mississippi, Alabama, Louisiana, Florida and Georgia. eXpeTel's
integrated multi-media services, combining digital voice, data and video over
third-generation broadband infrastructure, are available to customers on a single itemized
bill.
Although the original Agreement and
Plan of Merger with eXpeTel was entered into on May 28, 2004, completion of the merger was
subject to satisfaction of certain conditions and regulatory approvals, including
arranging for the transfer of the right and assignment of an existing Interconnection
Agreement between eXpeTel and BellSouth Telecommunications to XFONE USA. An
Interconnection Agreement provides the terms and conditions under which a competitive
telecommunications carrier, such as eXpeTel / XFONE USA carrier can lease unbundled
network elements of an incumbent carrier, such as Bellsouth. These unbundled network
elements can be used to attach XFONE USA's customers to its facilities for providing
dial tone, features and routing calls.
Following a lengthy dispute with
BellSouth over the assignment of the Interconnection Agreement, XFONE USA and eXpeTel
sought an order from the Mississippi Public Service Commission (PSC) to require BellSouth
to provide its consent for reassignment. On March 9, 2005, the PSC issued the order
mandating that upon consummation of the merger of XFONE USA and eXpeTel, the
Interconnection Agreement in its entirety would be deemed "assigned and approved as
between XFONE USA, Inc. and BellSouth Telecommunications, Inc. as if XFONE USA, Inc. had
itself entered into the Interconnection Agreement".
On July 1, 2004, XFONE USA entered
into a management agreement with eXpeTel which provided that Xfone USA provide management
services to eXpeTel pending the consummation of the merger. The management agreement
provided that all revenues generated from eXpeTel's business operations will be
assigned and transferred to Xfone USA. The term of the Agreement commenced on July 1, 2004
and continued until the consummation of the merger on March 10, 2005.
"Winning the order for consent
from the PSC paved the way for eXpeTel and XFONE USA to finalize our merger. Now that
we've achieved that critical objective, we look forward to concentrating our efforts
on using eXpeTel as a platform to build XFONE USA into one of the Nation's leading
telecommunications companies", stated Wade Spooner, CEO of XFONE USA.
Guy Nissenson, President and CEO of
XFONE, Inc., noted, "The completion of this transaction now gives XFONE, Inc. an
excellent foothold in the North American market, which has long been a critical element of
our Company's global growth strategy. With an established and profitable annual
revenue base of approximately $6 million, Wade Spooner, former CEO of eXpeTel, has been
tasked with leading the execution of XFONE USA's business plan, providing for a
series of exciting expansion initiatives. XFONE USA, Inc. looks forward to fully
supporting Wade and his team to capitalize on a wide range of prevailing growth
opportunities that are being actively explored".
About XFONE, Inc.
A U.S.-domiciled corporation, XFONE,
Inc. is an international voice and data communications services provider with operations
in the United States, United Kingdom and Israel, and offers a wide range of services,
which include: local, long distance and international telephone services, prepaid and
postpaid calling cards; cellular services; VOIP services; reselling opportunities; and
email and fax broadcasting services. The Company serves customers in 75 countries across
Europe, Australia, North America, South America, Asia and Africa.
Safe Harbor Statement under the
Private Securities Litigation Reform Act of 1995: All information set forth in this news
release, except historical and factual information, represents forward-looking statements.
This includes all statements about the company's plans, beliefs, estimates and
expectations. These statements are based on current estimates and projections, which
involve certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. These risks and uncertainties
include issues related to the ability to: rapidly changing technology and evolving
standards in the industries in which the Company and its subsidiaries operate, obtain
sufficient funding to continue operations, maintain adequate cash flow, profitably exploit
new business, license and sign new agreements; and the unpredictable nature of consumer
preferences; and other factors set forth in the Company's most recently filed annual
report and registration statement. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of the
date hereof. The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof. Readers
should carefully review the risks and uncertainties described in other documents that the
Company files from time to time with the Securities and Exchange Commission, including the
Registration Statement effective on November 12, 2004.
For More Information,
Please Contact:
Elite Financial Communications Group
Stephanie Noiseux,
407-585-1080
xfne@efcg.net

text: XFONE USA

text: JACKSON

text: XFONE USA

text: JACKSON

text: WS Telecom, Inc.

text: eXpeTel Communications, Inc.

text: XFONE USA, Inc.

text: XFONE USA

text: Jackson

text: XFONE USA

text: XFONE USA

text: XFONE USA

text: XFONE USA

text: XFONE USA

text: XFONE USA, Inc.

text: XFONE USA, Inc.

text: XFONE USA

text: Xfone USA

text: Xfone USA

text: XFONE USA

text: XFONE USA

label: person

text: Wade Spooner

text: XFONE USA

text: Guy Nissenson

text: Wade Spooner

text: XFONE USA

text: XFONE USA, Inc.


text:
EX-99.2
5
d318042dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
News Release
PAE ANNOUNCES CLOSING OF MERGER WITH AN AFFILIATE OF AMENTUM GOVERNMENT SERVICES HOLDINGS LLC
FALLS CHURCH, Va., February 15, 2022 - PAE Incorporated ("PAE") today announced the completion of its acquisition by an affiliate of
Amentum Government Services Holdings LLC for approximately $1.9 billion in cash, including the assumption of debt and certain fees (the "Merger"). The Merger was previously announced on October 25, 2021, and PAE's
stockholders approved the Merger at a special meeting of stockholders held on February 10, 2022.
PAE Interim President and CEO Charlie Peiffer spoke
about the historical significance of PAE joining forces with Amentum.
"Over the past 66 years, the PAE brand has become recognized for achieving
success through global mission services around the world. Thanks to our new team at Amentum, we will continue to provide world-class support to our clients with the best growth opportunities for our employees. I would like to thank every employee
for their continued commitment to our mission and I'm looking forward to our future at Amentum".
As a result of the Merger, PAE common stock
and warrants have ceased trading on, and will be delisted from, the Nasdaq stock exchange. Trading in PAE common stock and warrants was suspended prior to the opening of business today. Upon completion of the Merger, PAE stockholders became entitled
to receive $10.05 in cash, without interest and less applicable withholding taxes, for each share of PAE common stock they own.
As provided in the Form
8-K
filed by PAE with the Securities and Exchange Commission (the "SEC") on February 15, 2022, upon the closing of the Merger, each warrant exercisable for shares of PAE common stock outstanding
immediately prior to the closing was adjusted as described in the Notice to Holders of Company Warrants (available as Exhibit 99.3 to such Form
8-K).
About PAE
For more than 66 years, PAE has tackled the
world's toughest challenges to deliver agile and steadfast solutions to the U.S. government and host government partners. With a global workforce on all seven continents and in approximately 60 countries, PAE delivers a broad range of
operational support services to meet the critical needs of our clients. Our headquarters is in Falls Church, Virginia. Find us online at
pae.com
, on
Facebook
,
Twitter
and
LinkedIn
.
About Amentum
Amentum is a premier global technical and
engineering services partner supporting critical programs of national significance across defense, security, intelligence, energy, and environment. Amentum draws from a
century-old
heritage of operational
excellence, mission focus, and successful execution underpinned by a strong culture of safety and ethics. Headquartered in Germantown, Maryland, Amentum employs approximately 37,000 people in all 50 states and performs work in 105 foreign countries
and territories. Visit
amentum.com
to explore how Amentum delivers excellence for its customers' most vital missions.
Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used herein, words such as "anticipate", "believe", "consider", "continue", "develop", "expect,"
"further", "goal", "intend", "may", "plan", "potential", "project", "seek", "should", "target", "will", and variations of such words and
similar expressions as they relate to PAE, its management or the Merger are often used to identify such statements as "forward-looking statements." Such statements reflect the current views of PAE and its management with respect to future
events, including the effects of the Merger, and are subject to certain risks and uncertainties that may cause timing or actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. These risks
and uncertainties include, but are not limited to, the following: (i) the Merger may involve unexpected costs or liabilities; (ii) shareholder litigation in connection with the Merger may result in significant costs of defense,
indemnification and liability; (iii) PAE may be adversely affected by other economic, business, and/or competitive factors; (iv) the occurrence of any event, change or other circumstances could give rise to the termination of the
definitive merger agreement with Amentum Government Services Holdings LLC; (v) PAE may not be able to recognize the anticipated benefits of the Merger; and (vi) the risk that the Merger disrupts PAE's current plans and operations or
diverts management's or employees' attention from ongoing business operations. Additional factors that may affect the future results of PAE and the Merger are set forth in filings that PAE makes with the SEC from time to time, including
those listed under "Risk Factors" in PAE's Annual Report on Form
10-K
for the year ended December 31, 2020, and filed with the SEC on March 16, 2021, and amended on May 7, 2021,
as updated or supplemented by subsequent reports that PAE has filed or files with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. PAE assumes no
obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.
For media inquiries regarding PAE, contact:
Celso Puente
Vice President, Marketing and Communications
PAE
240-271-2916
Celso.Puente@pae.com
For media inquiries regarding
Amentum, contact:
Christine Fuentes
Vice President,
Marketing and Communications
Amentum
540-935-9597
christine.fuentes@amentum.com
For investor inquiries
regarding PAE, contact:
Mark Zindler
Vice President,
Investor Relations
PAE
703-717-6017
mark.zindler@pae.com

text: PAE

text: PAE Incorporated

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: PAE

text: Celso Puente

text: PAE

text: Christine Fuentes

text: PAE

text: Mark Zindler

text: PAE


text:
EX-99.1
3
a13-20228_1ex99d1.htm
EX-99.1
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
USA Compression Partners, LP
100 Congress Avenue, Suite 450
Austin, Texas 78701
www.usacpartners.com
USA Compression Closes Previously Announced Acquisition
of Compression Assets from S&R Compression
AUSTIN, Texas, August 30, 2013 -
USA Compression Partners, LP (NYSE: USAC) announced today that it has closed the previously announced acquisition of compression assets owned by S&R Compression, LLC, a Tulsa-based company majority owned and controlled by Argonaut Private Equity, an affiliate of George B. Kaiser. Located primarily in Texas and Oklahoma, the assets being acquired are primarily utilized in connection with crude oil production. In addition to the 983 compression units acquired as of the transaction effective date of June 30, 2013, USAC is also acquiring 66 newly built compression units fabricated between July 1 and August 30 of this year for approximately $12 million in cash as well as receiving a cash payment of approximately $4 million related to the operations of the compression assets since the effective date. The compression units acquired in the transaction together with the additional newly built compression units total approximately 148,000 horsepower.
The acquisition has been financed through the issuance of 7,425,261 USAC common units. Argonaut and the other owners of S&R Compression, LLC now own a 20% limited partner interest in USAC.
Both USA Compression Holdings, LLC, the owner of approximately 50% of USAC's limited partner units and the general partner interest and IDRs in USAC, and Argonaut have committed to receiving distributions in the form of additional common units through USAC's Distribution Reinvestment Plan through the second quarter of 2014.
ABOUT USA COMPRESSION PARTNERS, LP
USAC is a growth-oriented Delaware limited partnership that is one of the nation's largest independent providers of compression services in terms of total compression unit horsepower. The company partners with a broad customer base composed of producers, processors, gatherers and transporters of natural gas. USAC focuses on providing compression services to infrastructure applications primarily in high volume gathering systems, processing facilities and transportation applications. More information is available at www.usacpartners.com.
FORWARD-LOOKING STATEMENTS
Statements in this press release may be forward-looking statements as defined under federal law. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of USAC, and a variety of risks that could cause results to differ materially from those expected by management of USAC. USAC undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
Investor Contacts:
USA Compression Partners, LP
Joseph "Jody" C. Tusa, Jr.
Chief Financial Officer
512-473-2662
jtusa@usacompression.com
Dennard-Lascar Associates
Jack Lascar
713-529-6600
jlascar@dennardlascar.com
Anne Pearson
210-408-6321
apearson@dennardlascar.com

text: USA Compression Partners, LP

override: organization

text: USA Compression

text: Compression Assets

text: S&R Compression

text: USA Compression Partners, LP

text: S&R Compression, LLC

text: S&R Compression, LLC

text: USA Compression

text: USA COMPRESSION PARTNERS, LP

text: USA Compression Partners, LP


text:
EX-99.1
2
a4859480ex991.txt
PRESS RELEASE
Exhibit 99.1
UNOVA Completes Sale of Its Cincinnati Lamb Group to Maxcor
EVERETT, Wash.--(BUSINESS WIRE)--April 4, 2005--UNOVA, Inc.
(NYSE:UNA) announced today that it has completed the sale of its
Cincinnati Lamb Group to MAG Industrial Automation Systems LLC, an
entity established by Maxcor, Inc. of New York, NY. The two companies
previously announced the transaction on March 21, 2005.
Pursuant to the sale, MAG acquired the global operations of
UNOVA's Cincinnati Lamb Group for approximately $60 million of
consideration, subject to closing balance sheet adjustments. The
consideration consists of $16 million in cash, $10 million in notes
and the assumption of approximately $34 million relating to certain
pension and other post retirement obligations.
About Maxcor, Inc.
Maxcor, Inc. is an operations management and acquisitions
organization with emphasis on operational improvement and growth
strategies. The company has strong expertise in manufacturing,
automation, distribution and industrial services. Maxcor and its team
of experienced professionals have created value by focusing on
quality, performance and customer satisfaction while taking a hands-on
approach to achieving goals.
For more information, please visit Maxcor's website at
www.maxcorinc.com or call Michael McKee at 941-907-3068, or Greg
Vereschagin at 212-400-2661.
About UNOVA
UNOVA is a leader in global supply chain solutions and in the
development, manufacture and integration of wired and wireless
automated data collection, mobile computing systems, bar code
printers, label media and Intellitag(R) RFID (radio frequency
identification). The company's products and services are used by
customers in many industries to improve productivity, quality and
responsiveness of business operations, from supply chain management
and enterprise resource planning to field sales and service.
www.unova.com
(Forward-looking Statement)
Certain forward-looking statements in this release (as defined by
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934) relate to matters that are not
historical facts. Such forward-looking statements involve and are
dependent upon certain risks and uncertainties. These include, but are
not limited to, other risks and uncertainties described more fully in
the Company's filings on Form 10-K and 10-Q with the Securities and
Exchange Commission.
CONTACT: UNOVA, Inc.
Michael E. Keane, 425-265-2402
mkeane@unova.com
Kevin P. McCarty, 425-265-2472
kmccarty@unova.com

text: UNOVA

text: Cincinnati Lamb Group

text: Maxcor

text: UNOVA, Inc.

text: Cincinnati Lamb Group

text: Maxcor, Inc.

text: UNOVA

text: Cincinnati Lamb Group

text: Maxcor, Inc.

text: Maxcor, Inc.

text: Maxcor

text: Maxcor

text: UNOVA

text: UNOVA

text: UNOVA, Inc.


text:
EX-99.1
2
exh99-1_13547.htm
PRESS RELEASE DATED MAY 16, 2005
WWW.EXFILE.COM, INC. -- 13547 -- CAS MEDICAL SYSTEMS, INC. -- EXHIBIT 99.1 TO FORM 8-K
Exhibit
99.1
FOR
IMMEDIATE RELEASE
CAS
MEDICAL SYSTEMS, INC. ACQUIRES STATCORP, INC.
Branford,
CT - May 16, 2005 - CAS Medical Systems, Inc. (OTC BB: CAMY.OB)
announced
today that it has acquired 100 percent of the outstanding capital stock of
Statcorp, Inc., a Jacksonville, Florida-based company, for a base cash price of
$4.2 million. Statcorp manufactures a complete line of blood pressure cuffs,
pressure infusor cuffs, and blood filter products. Statcorp recorded revenues
for the twelve months ended December 31, 2004 of approximately $5.7 million.
James M. Shepherd, Jr., the Company's co-founder, will remain with Statcorp as
its President.
The base
purchase price is subject to certain performance-related adjustments during the
twelve months following the acquisition. The purchase was funded by a seven-year
fixed rate debt obligation between CAS Medical Systems and its current lender.
"This
acquisition significantly expands and improves our product offerings in blood
pressure accessories markets" said Louis P. Scheps, President and CEO of CAS
Medical Systems. "With this acquisition, CAS enhances its position as a leader
in non-invasive blood pressure monitoring by offering a complete, low cost, high
performance accessories solution to our customers to complement our proprietary
monitoring products and OEM technology. Statcorp provides us with the expertise
to manufacture high quality, low cost cuffs which we can sell through both
existing and new channels. Statcorp currently enjoys significant OEM, private
label and distribution partnerships and we are excited about the opportunity to
build on these relationships." Mr. Scheps added, "The acquisition of Statcorp
also opens new market opportunities through existing distribution with the
pressure infusor cuffs and blood filter products. Further, the acquisition is
expected to provide increased earnings to CAS".
Mr.
Shepherd stated, "I am very excited about joining CAS Medical Systems and the
natural synergies between our two companies. Because of CAS' focus on blood
pressure measurement technologies, Statcorp's products provide a natural
supplement to their product offerings. This is an excellent opportunity for both
of our companies".
About
Statcorp
Statcorp
was established in 1989 in response to hospital needs for a pneumatic pump that
would fill and release rapid infusors. The Company developed a line of pressure
infusors and evolved to specialize in the design and manufacture of blood
pressure cuffs and blood filters.
About
CAS
Founded
in 1984, CAS Medical Systems, Inc. is dedicated to the design and manufacture of
innovative technologies and products vital to patient care in the most
challenging clinical environments. Its current product lines include blood
pressure measurement technology, vital signs monitoring equipment, apnea
monitoring equipment and products for neonatal intensive care. With a reputation
for the highest quality products available in the markets it serves, CAS
products are used by clinicians worldwide.
For more
information contact:
CAS
Medical Systems, Inc.
44 East
Industrial Road
Branford,
CT 06405
(203)
488-6056
email:
ir@casmed.com
Statements
included in this press release, which are not historical in nature, are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Statements relating to the
future financial performance of the Company are subject to many factors
including, but not limited to, the
customer
acceptance of the products in the market, the introduction of competitive
products and product development, commercialization and technological
difficulties, and other risks detailed in the Company's Securities and Exchange
Commission filings. With respect to the acquisition of Statcorp, the following
factors relating to the transaction, among others, could cause actual results to
differ from those set forth in the forward-looking statements: (1) the risk that
the businesses will not be integrated successfully; (2) the risk that the cost
savings and any revenue synergies from the transaction may not be fully realized
or may take longer to realize than expected; (3) disruption from the transaction
making it more difficult to maintain relationships with clients, employees or
suppliers; (4) the transaction may involve unexpected costs; (5) increased
competition and its effect on pricing, spending, third-party relationships and
revenues; and (6) other uncertainties and risks beyond the control of the
Company.
Such
statements are based upon the current beliefs and expectations of the Company's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements. When
used in this press release the terms "anticipate", "believe", "estimate,"
"expect", "may", "objective", "plan", "possible", "potential", "project", "will"
and similar expressions identify forward-looking statements. The forward-looking
statements contained in this press release are made as of the date hereof, and
we do not undertake any obligation to update any forward-looking statements,
whether as a result of future events, new information or
otherwise.

text: CAS MEDICAL SYSTEMS, INC.

text:
CAS
MEDICAL SYSTEMS, INC.

text: STATCORP, INC.

text: CAS Medical Systems, Inc.

text: Statcorp, Inc.

text: Louis P. Scheps

text: CAS Medical Systems, Inc.

text:
CAS
Medical Systems, Inc.


text:
EX-99.2
3
a13-22850_1ex99d2.htm
EX-99.2
Exhibit 99.2
Media Contact for SFX
DKC Public Relations
Ed Tagliaferri 212 981 5182
edmund_tagliaferri@dkcnews.com
SFX ENTERTAINMENT ACQUIRES STEREOSONIC'S TOTEM ONELOVE GROUP
NEW YORK - (October 29, 2013) - SFX Entertainment, Inc. (NASDAQ: SFXE),
the world's largest producer of live events and entertainment content focused exclusively on electronic music culture (EMC), announced today that it has acquired 100 percent of the assets of
Totem OneLove Group Pty Ltd.,
promoter and producer of the leading Australian EMC festival, Stereosonic.
Based in Melbourne, Totem OneLove Group has developed intoone of Australia'sleading innovatorsin the dancemusic scene and established itself worldwide with its pioneering Stereosonic event, a five-city, outdoor touring festival held annually across Australia over two weekends. Stereosonic continues to expand rapidly. Ticket sales were 194,000 in 2012 and, due to popular demand, a second day was added in each city for this year's upcoming November and December events. So far, 280,000 tickets have been sold for the 2013 shows, with more than three weeks of sales remaining.
Totem OneLove Group and its partners bring a wealth of experience, as they have spent the past 25 years creating events for audiences ranging from 500 to 70,000 in size, as well as producingtoursfor major electronic artists. Totem OneLove Group has a richhistory in club nights, festivals, music labels, online ventures, live events and as animpactful leader in youth marketing. Recent events include four shows by the Swedish House Mafia that attracted 72,000 fans. Stereosonic also has been voted "Australia's Favourite Festival" for four years running by fans at the inthemix.com.au Dance Music Awards.
"The acquisition of Totem OneLove Group is an important step as we expand into the huge Southeast Asia market", said
Robert F.X. Sillerman, Chairman and CEO of SFX.
"The world-class professionalism of Totem gives us the proximity, experience and platform to continue our growth strategy. Richie McNeill and Dror Erez are respected and admired by their industry peers, deservedly so, for what they have created and built." With this acquisition, and pro forma for announced acquisitions, SFX will operate 52 festivals worldwide.
"Bob Sillerman and the SFX team have had a history of being innovative, breaking boundaries and never being afraid to push the envelope", said
Richie McNeill, Managing Director of Totem OneLove Group
. "Our vision is global and the SFX team will help us achieve that and we will work to help SFX's other entities grow here in our territory, Australia and Asia".
DrorErez, Director of Totem OneLove Group
, added, "As we are starting this new and exciting journey, we would like to thank Bob Sillerman and the entire SFX organization for making us feel like family from the very beginning, and for showing us the value in coming aboard this unique venture, with great passion and patience".
About SFX Entertainment
SFX Entertainment, Inc. is the largest global producer of live events and digital entertainment content focused exclusively on electronic music culture ("EMC"). SFX's mission is to enable EMC by providing fans with the best possible live experiences, music discovery and digital connectivity with our content and the broader EMC community. SFX produces and promotes a growing portfolio of live events and includes leading brands such as Tomorrowland, TomorrowWorld, Mysteryland, Sensation, Disco Donnie Presents and Life in Color. SFX also operates Beatport, the principal online resource for EMC DJs and a trusted destination for the growing EMC community to discover and stream music, follow DJs and keep abreast of news, information and events.
Forward Looking Statements
This press release contains forward-looking statements regarding our business strategy and plans, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including: our ability to close the acquisition of our planned acquisition targets; our ability to integrate the companies we have acquired and plan to acquire in the future; our belief that the EMC community will grow; our ability to increase the number of festivals and events we produce and their attendance; our ability to pay our debts and meet our liquidity needs; competition; our ability to manage growth and geographically-dispersed operations; and our ability to grow our online properties. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the caption "Risk Factors" in our final prospectus filed with the SEC on October 10, 2013, which is available on our Investor Relations website at www.sfxii.com and on the SEC website at www.sec.gov. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. In addition, any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events.

text: SFX ENTERTAINMENT

text: TOTEM ONELOVE GROUP

text: SFX Entertainment, Inc.

text: Totem OneLove Group Pty Ltd.

text: Totem OneLove Group

text: Totem OneLove Group

text: Totem OneLove Group

text: Totem OneLove Group

text: Totem OneLove Group

text: Totem OneLove Group

text: SFX Entertainment

text: SFX Entertainment, Inc.


text:
EX-99.1
5
exhibit4.htm
EX-99.1
EX-99.1
Exhibit 99.1
Genetronics Acquires Inovio AS
Expands Intellectual Property in Electroporation of DNA
SAN DIEGO and OSLO, Norway, January 26, 2005 - Genetronics Biomedical Corp. (Amex:
GEB
-
News
), a late stage developer of oncology and other therapies using
electroporation to deliver drugs and nucleic acids, announced today the acquisition of Oslo-based
Inovio AS, a leader in patented gene delivery technology for the most efficient, nonviral method
for gene transfer to skeletal muscles. Inovio's use of electroporation for gene therapy and DNA
vaccines is a complement to Genetronics' existing electroporation therapy program. The acquisition
expands Genetronics' intellectual property in electroporation, expands the number of agreements
with major pharmaceutical companies, and provides for the near-term initiation of a Phase I/II DNA
vaccine clinical trial.
The deal includes cash in Inovio's treasury of approximately $775,000 and approximately $2.0M in
current and anticipated appropriations for biodefense research from the US Army and other committed
grants. The share purchase agreement consists of $3M in cash, $7M in Genetronics stock, and
potential additional share payments given the achievement of certain revenue milestones. In
addition, Iacob Mathiesen, Ph.D., Inovio's CEO, will serve as Executive Director, Gene Delivery of
Genetronics.
"This is a perfect strategic fit as we increase our licensing activities in the area of DNA
therapies involving intramuscular electroporation for application to vaccines and immunotherapy,"
said Avtar Dhillon, M.D., Genetronics' President and CEO. "Together with Dr. Mathiesen and his
team, we will promote and advance gene-based collaborations with existing and new partners. We
anticipate that license revenue from our DNA delivery technology will be increasingly important in
creating additional value for our shareholders".
"I am delighted to bring our technology and products to Genetronics, the market leader in
electroporation-based therapies", noted Iacob Mathiesen, Ph.D., Inovio's CEO. "Genetronics is in an
enviable position to enable the advancement of DNA vaccinations and gene therapy, and I am certain
that the company will play a prominent role in this promising and rapidly growing area".
About Genetronics Biomedical Corporation
Genetronics Biomedical Corporation is a late stage biomedical company focused on building an
oncology franchise based on its proprietary electroporation therapy. The therapy targets a
significant unmet clinical need: the selective killing of cancer cells and local ablation of solid
tumors while preserving healthy tissue. The company is moving its lead product, the MedPulser®
Electroporation Therapy System, through pre-marketing studies for head and neck cancer and skin
cancer in Europe, where it has CE Mark accreditation, and a Phase III pivotal study for recurrent
head and neck cancer in the U.S. Merck, Vical, Chiron, the US Navy, and other partners are
employing Genetronics' electroporation technology, which enhances local delivery and cellular
uptake of a number of biopharmaceuticals, in their development of novel DNA vaccines and gene
therapies. Genetronics is a leader in electroporation, with over 240 patents worldwide that are
issued, allowed or pending. More information can be obtained at
www.genetronics.com
.
This press release contains certain forward-looking statements relating to Genetronics' plans to
develop its electroporation drug and gene delivery technology and to maximize shareholder value.
Actual events or results may differ from Genetronics' expectations as a result of a number of
factors, including the uncertainties inherent in clinical trials and product development programs,
evaluation of potential opportunities, the level of corporate expenditures, the assessment of
Genetronics' technology by potential corporate partners, and capital market conditions, and others
set forth in the Genetronics Annual Report, on
Form 10-K
for the twelve-month period ended December
31, 2003, and the
Form 10-Q
for the nine-month period ended September 30, 2004, and other
regulatory filings. There can be no assurance that any product in the Genetronics product pipeline
will be successfully developed or manufactured, or that final results of human pilot studies or
clinical studies will be supportive of regulatory approvals required to market licensed products.
The American Stock Exchange has not reviewed and does not accept responsibility for the adequacy or
accuracy of this release.

text: Genetronics

text: Inovio AS

text: Genetronics Biomedical Corp

text: Inovio AS

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics

text: Genetronics


text:
EX-99
2
c89110exv99.txt
PRESS RELEASE
[CNA SURETY LOGO]
FOR IMMEDIATE RELEASE
--------------------------------------------------------------------------------
CONTACT: John F. Corcoran, 312-822-1371
Doreen Lubeck, 773-583-4331
CNA SURETY ANNOUNCES SALE OF MINORITY INTEREST IN DEMONTFORT GROUP
CHICAGO, OCTOBER 27, 2004 -- CNA Surety Corporation (NYSE: SUR) announced today
that the Company tentatively has agreed to sell all of its financial interest in
UK based DeMontfort Group, Ltd. to HCC Insurance Holdings, Inc. (NYSE: HCC).
The agreement covers CNA Surety's 34% ownership in the common shares and certain
preferred shares and indebtedness of the DeMontfort Group. Terms were not
disclosed. The transaction is subject to execution of a definitive agreement and
receipt of UK regulatory approvals.
"While we have enjoyed a very positive relationship with the DeMontfort team,
refinements in our international strategy led us to conclude that this
transaction makes sense", said John Welch, President and Chief Executive
Officer. "We wish the DeMontfort team and their new partners at HCC continued
success."
CNA Surety Corporation is the largest publicly traded surety company in the
country. Through its principal subsidiary, Western Surety Company, CNA Surety
provides surety and fidelity bonds in all 50 states through a combined network
of approximately 34,000 independent agencies. The Company's Securities and
Exchange Commission filings are available at www.sec.gov or visit us at
www.cnasurety.com on the World Wide Web for a direct link to the SEC website.
CNA is a registered service mark, trade name and domain name of CNA Financial
Corporation.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: The statements which are not historical facts contained in this release
are forward-looking statements that involve risks and uncertainties, including,
but not limited to, product and policy demand and market response risks, the
effect of economic conditions, the impact of significant increases in corporate
defaults on a national or global basis, the impact of competitive products,
policies and pricing, product and policy development, regulatory changes and
conditions including underwriting limitations imposed by the U.S. Department of
Treasury, rating agency policies and practices, development of claims and the
effect on loss reserves, the performance of reinsurance companies under
reinsurance contracts with the Company, the cost and availability of reinsurance
contracts on reasonable terms, investment portfolio developments and reaction to
market conditions, the results of financing efforts, the actual closing of
contemplated transactions and agreements, the effect of the Company's accounting
policies, and other risks detailed in the Company's Securities and Exchange
Commission filings. No assurance can be given that the actual results of
operations and financial condition will conform to the forward-looking
statements contained herein.

text: CNA SURETY

text: CNA SURETY

text:
DEMONTFORT GROUP
CHICAGO

text: CNA Surety Corporation

text: DeMontfort Group, Ltd.

text: HCC Insurance Holdings, Inc.

text: CNA Surety

text: John Welch

text: CNA Surety Corporation

text: CNA Surety


text:
EX-99.1
4
gras_ex991.htm
PRESS RELEASE
gras_ex991.htm
EXHIBIT 99.1
Greenfield Farms Food Inc. Announces Signing of Asset Purchase Agreement
Company also Spins Out prior business, to now focus on the automotive technology sector
DALLAS, TX / ACCESSWIRE / January 5, 2018 /
Greenfield Farms Food, Inc. ("GRAS" or the "Company") (OTC PINK: GRAS) today announced that it has closed the Asset Purchase Agreement and has acquired certain assets of Ngen Technologies USA, Corp. ("Ngen"). The assets acquired center around Ngen's automotive technologies business. Pursuant to the Agreement, the Company issued in the aggregate 1,000 shares of its Series E Preferred Stock that is convertible, on a post conversion basis, into 85% of the issued and outstanding common stock of the Company.
Jason Koo, CEO stated, "I am very excited to have acquired the automotive technology business that Ngen has developed. The Company has now divested Carmela's Pizzeria Co, Inc. ("Carmela's") including all of Carmela's liabilities as well as approximately $193,000 of convertible debt." Koo continued, "We are looking forward to continue to restructure the Company not only to meet our public filing requirements, but as importantly to work with our customers and vendors, with the goal of bringing meaningful value to all our shareholders".
Dr. Koo, also stated, "My team is laser focused about producing and delivering our state of the art automotive technology products to the marketplace. We are excited to have the automotive technology business as the centerpiece of Greenfield Farms. We look forward to keeping our shareholders informed as developments occur in the business".
About Greenfield Farms Food, Inc.
Greenfield Farms Food, Inc. is a publicly-traded nominally capitalized company that recently acquired assets related to the automotive technology business. The Company designs, develops and manufactures state of the art automotive technologies including our muffler/silencer systems that relieves the back-pressure issue of trucks and automobiles allowing the engine and transmission to perform at maximum efficiency which increases fuel mileage while extending engine and transmission life.
Safe Harbor for Forward-looking Statements
This news release may contain forward-looking statements that are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, they are based on management's current beliefs and assumptions as to future events. However, since the company's operations and business prospects are always subject to risk and uncertainties, the forward-looking events and circumstances discussed in this news release might not occur, and actual results could differ materially from those described, anticipated or implied. For a more complete discussion of such risks and uncertainties, please refer to the company's filings with the Securities and Exchange Commission.
For more information call Edward Carter at 980-348-8825

text: Greenfield Farms Food Inc.

text: Greenfield Farms Food, Inc.

text: Ngen Technologies USA, Corp.

text: Jason Koo

text: Greenfield Farms Food, Inc.

text: Greenfield Farms Food, Inc.


text:
EX-99.1
6
d635467dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
PERRIGO COMPANY PLC COMPLETES ACQUISITION OF ELAN CORPORATION, PLC
DUBLIN, IRELAND - December 18, 2013
- Perrigo Company plc (NYSE, TASE: PRGO) ("Perrigo") and Elan Corporation, plc
("Elan") today announced that Perrigo has completed the acquisition of Elan in a cash and stock transaction valued on the date of the announcement at approximately US$8.6 billion. The transaction will create a global healthcare company
with an industry-leading growth profile and the geographic scale and scope to continue building a truly differentiated business.
In
connection with the acquisition, Perrigo Company and Elan have been combined under a new company incorporated in Ireland and have adopted the global name Perrigo Company plc. Shares of Perrigo will trade on the New York Stock Exchange and the Tel
Aviv Stock Exchange under the ticker symbol PRGO. The scheme of arrangement to effect Perrigo's acquisition of Elan has taken effect today, and Elan shareholders will receive the consideration to which they are entitled under the scheme of
arrangement within 14 days.
Perrigo Chairman and CEO, Joseph C. Papa stated, "We are very pleased to welcome the Elan team into the
Perrigo family. The combined company establishes a diversified platform that will position Perrigo well for further expansion. When combined with the royalty stream from Tysabri
®
, a
blockbuster product that generated revenues of US$1.6 billion last year, this platform will create an industry-leading global healthcare company with the balance sheet liquidity and operational structure to accelerate our growth. This strategic
transaction aligns with Perrigo's acquisition strategy and our previously-stated intentions to grow our business geographically and through adjacent categories. We expect the combined companies will create tremendous value for shareholders for
years to come".
Key benefits of the transaction
.
Establishes a differentiated platform for further expansion
.
Strengthens business and financial profile with highly diversified revenue streams and enhanced cash flows
.
Creates a combined entity with industry-leading revenue, adjusted EBITDA and earnings growth rates
Platform for International Expansion
.
Operating base in Ireland to serve as a business hub and gateway for expansion into international markets
.
Scale, resources and corporate structure to drive strategic initiatives and investments
.
Differentiated business model well-positioned to continue growth in core markets and to expand into other international markets
Strong Business and Financial Profile
.
Highly diversified revenue stream
.
Strong pro forma cash flows to continue to support an investment grade credit profile
.
Robust and sustainable growth outlook
Financially Compelling
.
Enhances revenue, adjusted EBITDA and earnings growth rates and expands margins
.
Immediately accretive to Perrigo Company's adjusted earnings per share in fiscal 2014
.
Meaningful synergy opportunities
Perrigo continues to expect the transaction to be more than
$0.10 accretive to Perrigo's non-GAAP earnings per share in fiscal 2014, including anticipated after-tax operational synergies, related cost reductions and tax savings greater than $150 million. Certain of these synergies result from the
elimination of redundant public company costs while optimizing back-office support and the global R&D functions. Additionally, tax savings are expected to arise from the combined company being incorporated in Ireland with organizational,
operations and capitalization structures that will enable the combined company to more efficiently manage its global cash and treasury operations. The Company has the ability to continue to invest in the growth of its businesses with strong
anticipated cash flows that will allow for further ongoing deleveraging.
Additional details on the strengths of the combined companies,
including revenue and earnings forecasts and updated synergy targets, will be discussed in more detail during Perrigo's second quarter earnings conference call scheduled for February 6, 2014.
From its beginnings as a packager of generic home remedies in 1887, Perrigo Company plc, headquartered in Ireland, has grown to become a
leading global healthcare supplier. Perrigo develops, manufactures and distributes over-the-counter ("OTC") and generic prescription ("Rx") pharmaceuticals, nutritional products and active pharmaceutical ingredients
("API"), and receives royalties from Multiple Sclerosis drug Tysabri
®
. The Company is the world's largest manufacturer of OTC healthcare products for the store brand market and
an industry leader in pharmaceutical technologies. Perrigo's mission is to offer uncompromised "Quality Affordable Healthcare Products™", and it does so across a wide variety of product categories primarily in the United States,
United Kingdom, Mexico, Israel and Australia, as well as more than 40 other key markets worldwide, including Canada, China and Latin America. Visit Perrigo on the Internet (
http://www.perrigo.com
).
2
Note:
Certain statements in this press release are forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company's future financial performance and involve known and
unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking
statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "could", "would", "should", "expect", "plan", "anticipate,"
"intend", "believe", "estimate", "predict", "potential" or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and
projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond
the Company's control. These and other important factors, including those discussed under "Risk Factors" in the Company's Form 10-K for the year ended June 28, 2013, as well as the Company's subsequent filings with the
Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this press release are made only as
of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
The directors of Perrigo accept responsibility for all the information contained in this announcement other than information
relating to Elan. To the best of the knowledge and belief of the directors of Perrigo (who have taken all reasonable care to ensure that such is the case), the information in this announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the import of such information.
The directors of Elan accept responsibility
for all the information contained in this announcement other than information relating to Perrigo. To the best of the knowledge and belief of the Directors of Elan (who have taken all reasonable care to ensure that such is the case), the information
in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Arthur J. Shannon, Vice President, Investor Relations and Global Communications (269) 686-1709
E-mail: ajshannon@perrigo.com
Bradley Joseph,
Director, Investor Relations and Global Communications (269) 686-3373
E-mail: bradley.joseph@perrigo.com
3

text: PERRIGO COMPANY PLC

text: ELAN CORPORATION

text: Perrigo Company plc

text: Perrigo

text: Elan Corporation

text: Elan

text: Perrigo

text: Elan

text: Elan

text: Perrigo Company plc

text: Perrigo

text: Perrigo

text: Elan

text: Elan

text: Perrigo

text: Elan

text: Perrigo

text: Perrigo

text: Perrigo

text: Perrigo

text: Perrigo

text: Perrigo

text: Perrigo Company plc

text: Perrigo

text: Perrigo

text: Perrigo

text: Perrigo

text: Elan

text: Perrigo

text: Elan

text: Perrigo

text: Elan

text: Arthur J. Shannon

text: Bradley Joseph


text:
EX-99.1
3
a2195631zex-99_1.htm
EX-99.1
QuickLinks
-- Click here to rapidly navigate through this document
Exhibit 99.1
Split-Off and Merger Approved at Liberty Media's Special Meeting of Stockholders
ENGLEWOOD, Colo., November 19, 2009-Liberty Media Corporation ("Liberty Media") (NASDAQ: LCAPA, LCAPB, LINTA, LINTB,
LMDIA, LMDIB) announced that, at the previously announced special meeting of stockholders held on November 19, 2009 at 9:30 a.m., ET time, the holders of Liberty Entertainment common
stock entitled to vote thereat, approved, among other things, the split-off (the "Split-Off") of Liberty Entertainment, Inc. ("LEI") from Liberty Media and the business
combination transaction between The DIRECTV Group, Inc. ("DIRECTV") and LEI (the "DTV Business Combination").
Assuming
all other conditions to the Split-Off and the DTV Business Combination are satisfied or waived, Liberty Media will redeem 90% of the outstanding shares of Liberty
Entertainment common stock in exchange for all of the outstanding shares of common stock of LEI at 5:00 pm, NYC time, tonight. Liberty Media will redeem 0.9 of each outstanding share of Liberty
Entertainment common stock for 0.9 of a share of the corresponding series of common stock of LEI. Immediately after the completion of the Split-Off, the parties will complete the DTV
Business Combination and each of LEI and DIRECTV will become wholly owned subsidiaries of a new public company to be named DIRECTV ("Holdings"). In the DTV Business Combination, (i) all shares
of LEI common stock will be exchanged for shares of Holdings Class A common stock, other than the shares of LEI Series B common stock held by John C. Malone, Chairman of the Boards of
Liberty
Media, and certain related persons, which will be exchanged for shares of Holdings Class B common stock, and (ii) each share of DIRECTV common stock will be exchanged for one share of
Holdings Class A common stock. Each share of Holdings Class A common stock will entitle the holder to one vote per share, and each share of Holdings Class B common stock will
entitle the holder to 15 votes per share and to certain limited consent rights. The final exchange ratio for the LEI shares in the DTV Business Combination will be announced following the completion
of the transactions.
Liberty
Media also intends to complete the redesignation of the Liberty Entertainment common stock as Liberty Starz common stock immediately following the completion of the DTV Business
Combination this evening.
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the completion of the
Split-Off and DTV Business Combination. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or
implied by such statements. These forward looking statements speak only as of the date of this press release, and Liberty Media expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Media's expectations with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
Additional Information
Nothing in this press release shall constitute a solicitation to buy or an offer to sell shares of LEI, any of the Liberty Media
tracking stocks or shares of the new company to be issued pursuant to the merger agreement with DIRECTV. The offer and sale of shares in the proposed Split-Off and the DTV Business
Combination will only be made pursuant to the effective registration statements on file with the Securities and Exchange Commission ("SEC"). Liberty Media stockholders and other investors are urged to
read the effective registration statements, including the definitive proxy statement/prospectuses contained therein, because they contain important information about these transactions. Copies of the
effective registration statements and the definitive proxy statement/prospectuses are available free of charge at the SEC's website (http://www.sec.gov). Copies of the filings together with the
materials
1
incorporated
by reference therein can also be obtained, without charge, by directing a request to D.F. King & Co., Inc. at (800) 628-8532.
Participants in a Solicitation
The directors and executive officers of Liberty Media and other persons may be deemed to be participants in the solicitation of proxies
in respect of proposals to approve the transactions. Information regarding the directors and executive officers of each of Liberty Media, LEI and the new DIRECTV and other participants in the proxy
solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise are available in the definitive proxy materials filed with the SEC.
About Liberty Media Corporation
Liberty Media owns interests in a broad range of electronic retailing, media, communications and entertainment businesses. Those
interests are attributed to three tracking stock groups: (1) the Liberty Interactive group (NASDAQ: LINTA, LINTB), which includes Liberty Media's interests in QVC, Provide Commerce,
Backcountry.com, BUYSEASONS, Bodybuilding.com, IAC/InterActiveCorp, and Expedia, (2) the Liberty Entertainment group (NASDAQ: LMDIA, LMDIB), which includes Liberty Media's interests in The
DIRECTV Group, Inc., Starz Entertainment and WildBlue Communications, Inc., and (3) the Liberty Capital group (NASDAQ: LCAPA, LCAPB), which includes all businesses, assets and
liabilities not attributed to the Interactive group or the Entertainment group including its subsidiaries Starz Media, LLC, Atlanta National League Baseball Club, Inc., and
TruePosition, Inc., Liberty Media's interest in SIRIUS XM Radio, Inc., and minority equity investments in Time Warner Inc. and Sprint Nextel Corporation.
Contact:
Courtnee Ulrich
720-875-5420
2
QuickLinks
Split-Off and Merger Approved at Liberty Media's Special Meeting of Stockholders

text: LEI

text: The DIRECTV Group, Inc.

text: LEI

text: LEI

text: LEI

text: LEI

text: LEI

text: LEI

text: John C. Malone

text: LEI

text: LEI

text: LEI

text:
The
DIRECTV Group, Inc.


text:
EX-99.1
3
grwc_ex99z1.htm
EXHIBIT 99.1
For Immediate Release
Contact: AF1 Public Relations
August 20th, 2020
702-908-0018
www.growcapitalinc.com
FinTech Company Uses Online Appointment Setting to Keep Financial Services Professionals In Business During COVID - Goes Public Under GRWCD
Public Employee Retirement Assistance utilizes technology to pair public employees with retirem
ent specialists virtually and is now a subsidiary of Grow Capital, Inc.
Henderson, NV - Grow Capital, Inc (OTCPK:GRWCD) (GRWCD) today announced that it has formally acquired Public Employee Retirement Assistance, LLC (PERA).
GRWCD now owns 100 percent of the ownership interests of PERA, a third-party marketing organization that facilitates meetings between state-licensed representatives and public employees who have retirement related questions.
PERA currently works with employees of school districts, colleges, universities, and other public institutions nationwide. Every state licensed representative is appointed with one or more of the institution's approved vendors.
PERA is headquartered in Nevada and has been the driving force behind connecting retirement professionals and public employees who want retirement planning help during school and government building closures.
PERA has over 5,000 trusted advisors in its network to help public employees and has successfully set near half a million appointments for it's clients since its inception.
GRWCD CEO Terry Kennedy praised PERA for keeping financial service professionals in business while offices and buildings are closed, "PERA has literally kept the public employee sector of financial and retirement planning alive during COVID 19 as most employees are working from home and only taking online meetings".
PERA serves major insurance and financial service companies and will expand its client base through this new ownership.
This acquisition comes just after GRWCD announced it's reverse stock split with intent of growing to NASDAQ. The reverse split resulted in GRWC being found under the symbol GRWCD for five more days.
PERA is the only service that provides vetted appointments - not leads - to agents. Now in our virtual world, PERA offers fully electronic appointments through their live interactive meeting platform.
PERA's backend technology was built and is maintained by sister GRWCD company Bombshell Technologies.
Learn more about PERA and their appointment-setting or financial planning services please visit:
https://publicemployeeretirementassistance.com
.
About Grow Capital, Inc
: Grow Capital, Inc is a publicly traded company listed under the symbol GRWC (and GRWCD for two more days). Formally Grow Condos, we have announced new leadership, rebranded, relocated our headquarters and have expanded into acquiring and developing the best professional technology and financial services companies.
To be added to the distribution list please
email info@growcapitalinc.com
with "GRWC" in the subject line.
###
Forward Looking Statements Disclaimer
: This release may contain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Grow Capital, Inc's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such forward -looking statements include the words "believes", "expects", "vision", "seek", "grow", "plan" and "goals", and other expressions of a forward-looking nature. More information about the potential factors that could affect the business and financial results is and will be included in Grow Capital, Inc's filings with the OTC Markets, Securities and Exchange Commission and/or posted on the company's website.

text: Grow Capital, Inc

text: Grow Capital, Inc

text: Grow Capital, Inc

text: Grow Capital, Inc

text: Grow Capital, Inc

text: Grow Capital, Inc


text:
EX-99.1
3
ff708299_8k-ex991.htm
Exhibit 99.1
For Immediate Release:
Emerald Acquires MJBiz, a Leading B2B Event and Content Platform for the Cannabis Industry
~ Diversifies into Cannabis Industry for Immediate Expansion and Growth ~
NEW YORK, NY. (January 4, 2022)
- Emerald Holding, Inc. (NYSE:EEX) ("Emerald" or the "Company")
today announced that it has completed the acquisition of MJBiz, the leading event producer and content platform serving the wide range of companies operating in the large and rapidly growing cannabis industry. The addition of MJBiz further
accelerates Emerald's strategy of delivering 365-day customer engagement while also enhancing its portfolio optimization efforts by providing a preeminent platform to expand into one of the highest growth business sectors in North America.
MJBiz Acquisition Highlights:
.
Founded in 2011, MJBiz produces MJBizCon, the oldest and leading B2B cannabis trade show in America, the Emerald Conference and
related media brands including MJBizDaily, Hemp Industry Daily and
MJBiz Magazine
.
.
In 2021, MJBiz's revenues were approximately $27
million, which were near pre-pandemic levels.
.
MJBizCon is a top trade show in the cannabis industry having featured more than 1,200 exhibiting companies and 27,000 attendees,
including over 18,000 paid registrations, at the October 2021 event, rivaling pre-pandemic levels.
.
The MJBiz platform delivered 38% compound annual revenue growth in the three
years prior to the pandemic (2017-2019). In addition to operating the leading cannabis industry trade show, the MJBiz brand is the
leading source for actionable business intelligence in the cannabis industry.
.
MJBiz management, including CEO Chris Walsh, Senior Vice President of Events and Sales, Jess Tyler, and Senior Vice President of
Content and Audience Development, Pam Moore, will continue to lead the day-to-day operations of the business utilizing their exceptional knowledge and experience in the event and content platforms.
Hervé Sedky, Emerald's President and CEO, said, "
This is a
transformational acquisition for Emerald as it represents
an important
next step in the implementation of our strategic initiatives and underscores our commitment
to
evolve and grow our customers' businesses 365 days a year".
Mr. Sedky added, "
We have long admired MJBiz's sterling
reputation for being the
most trusted event and content producer serving the business side of the cannabis and
hemp industries and their respective participants. MJBiz's leading event and content portfolio coupled with their 365-day engagement platform,
which connects the entire cannabis supply chain, will diversify our collective product offerings, enhance our growth profile and enable us to deliver even greater value to our customers over the long term".
Cassandra Farrington, MJBiz Cofounder and Chair of its Board, commented, "Our organization has experienced massive growth since its
inception, initially as a how-to resource to help dispensary owners run their businesses better, into our position today as the leading commercial resource for the cannabis sector. Integrating with a larger organization provides the additional
resources and channels to unlock the next phase of MJBiz's growth and is the right next step in our evolution as a business. We chose Emerald because they clearly value the unique aspects of our brand and are committed to serving the industry's
expansion".
Emerald paid $120 million as initial consideration upon closing of the transaction, with potential future payments contingent on the
performance of MJBiz through 2022.
MJBiz was exclusively represented and advised by Jeff Gruenhut and John McGovern of Grimes, McGovern & Associates.
MJBiz co-founders and Board members, Cassandra Farrington and Anne Holland, will continue to consult with the business.
MJBiz's next events include the
Emerald Conference
,
February 27-March 1, 2022, in San Diego, CA at the Loews Coronado Bay Resort, and
MJBizCon
, November 15-18, 2022, in Las Vegas, NV at the Las Vegas Convention
Center.
##
Cautionary Statement Concerning Forward-Looking Statements
This press release contains certain forward-looking statements, including, but not limited to, Emerald's expectations regarding the
strategic and financial benefits from the acquisition of MJBiz. These statements involve risks and uncertainties, including, but not limited to, Emerald's ability to successfully integrate MJBiz's business; the expected levels of MJBiz's revenue
and profitability growth; and economic, competitive, governmental and regulatory factors outside of the Company's control that may cause its business, industry, strategy, financing activities or actual results to differ materially. See "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Company's most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company undertakes no obligation to update or revise any of the
forward-looking statements contained herein, whether as a result of new information, future events or otherwise.
About Emerald:
Emerald's talented and experienced team grows our customers' businesses 365 days a year through connections, content, and commerce. We
expand connections that drive new business opportunities, product discovery, and relationships with over 140 annual events, matchmaking, and lead-gen services. We create content to ensure that our customers are on the cutting edge of their
industries and are continually developing their skills. And we power commerce through efficient year-round buying and selling. We do all this by seamlessly integrating in-person and digital platforms and channels. Emerald is immersed in the
industries we serve and committed to supporting the communities in which we operate. As true partners, we create experiences that inspire, amaze, and deliver breakthrough results. For more information, please visit
http//www.emeraldx.com/.
About MJBiz:
MJBiz is the leading B2B resource for the cannabis
industry. Founded in 2011, it is the most trusted independent publisher and event producer serving America's cannabis industry entrepreneurs and investors. MJBiz produces America's oldest and largest cannabis trade show: MJBizCon. The 2015-2019
events were each named to Trade Show Executive's (TSE) Fastest 50 list
, and in 2019 MJBizCon was #72 on TSE's Gold 100.
The 2022 event will
return to Las Vegas November 15-18, 2022. The MJBiz team also produces MJBizDaily and other media outlets covering news and analysis of the marijuana and hemp industries. For more information about MJBizCon or MJBizDaily, please visit www.mjbizdaily.com.
Financial Contact:
Emerald Holding, Inc.
David Doft
Chief Financial Officer
1-866-339-4688 (866EEXINVT)
Emerald Media Contact:
Beth Cowperthwaite
SVP, Communications
203-606-6243
Beth.cowperthwaite@emeraldx.com
MJBiz Media Contact:
Tess Woods
617-834-9932
twoods@mjbizdaily.com
Source: Emerald Holding, Inc.

text: Emerald

text: MJBiz

text: Emerald Holding, Inc.

text: Emerald

text: MJBiz

text: MJBiz

text: Emerald

text: MJBiz

text: MJBiz

label: event

text: MJBizCon

text: Emerald Conference

text: MJBiz

text: MJBiz

text: MJBizCon

text: MJBiz

text: MJBiz

text: MJBiz

text: Emerald

text: Emerald

text: MJBiz

text: MJBiz

text: MJBiz

text: MJBiz

text: Emerald

text: Emerald

text: MJBiz

text: MJBiz

text: Grimes, McGovern & Associates

text: MJBiz

text: MJBiz

text: Emerald Conference

text: MJBizCon

text: Emerald

text: MJBiz

text: Emerald

text: MJBiz

text: MJBiz

text: Emerald

text: Emerald

text: Emerald

text: MJBiz

text: MJBiz

text: MJBiz

text: MJBizCon

text: MJBizCon

text: MJBiz

text: MJBizCon

text: Emerald Holding, Inc.

text: David Doft

text: Emerald

text: MJBiz

text: Emerald Holding, Inc.


text:
EX-99.1
5
ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Exhibit
99.1
TurboChef
Acquires Additional Speed Cook Technologies
ATLANTA,
September 13,
2005 -
TurboChef Technologies, Inc. (NASDAQ: OVEN) today announced that it has
acquired the patent and technology assets of Global Appliance Technologies,
Inc., a Delaware corporation with offices in Texas, expanding TurboChef's
ownership of proprietary commercial and residential speed cook technologies.
Global has developed and owns patented cooking technologies that are
complementary to those owned by TurboChef. These technologies will allow
TurboChef to enhance its products with additional or different features as
well
as enable the company to expand the range of its product offerings.
With
the
acquisition, TurboChef also has hired the principals of Global, including David
McFadden, Chief Technology Officer of Global and former MIT and Arthur D. Little
engineer who is one of the foremost experts on heat transfer technology applied
to foodservice equipment.
Terms
of
the transaction include payments that combine cash and TurboChef common stock.
In addition to the initial payment at closing, Global is eligible to receive
subsequent payments over a three-year period as TurboChef receives patent
applications for technologies that Global is currently developing. The
principals of Global also have entered into 10-year restricted covenant
agreements with TurboChef.
Richard
E. Perlman, Chairman of TurboChef, stated: "We are excited about this
transaction with Global. We believe that the combination of the two companies'
existing and pending patents will further strengthen our portfolio of superior
heat transfer technologies. The result will be a compelling and expanded speed
cook ability to produce food of the highest quality, texture and
taste."
James
K.
Price, Chief Executive Officer of TurboChef, added: "The addition of the
principals of Global to TurboChef's already outstanding development and
engineering team adds depth to our cutting edge heat transfer technology
expertise, the most important element of speed cooking".
David
A.
Bolton, President of Global, added: "We have been familiar with TurboChef for
some time and are delighted to become part of its team. The company has
significantly expanded its business and built out its infrastructure. We firmly
believe that TurboChef is achieving a preeminent position of leadership in
the
rapidly expanding speed cooking marketplace".
About
TurboChef Technologies, Inc.
TurboChef
Technologies, Inc. is a leading provider of equipment, technology and services
focused on the high-speed preparation of food products for the worldwide
commercial primary cooking equipment market and is developing equipment for
the
residential markets through the application of its high-speed cooking
technologies. TurboChef's user-friendly speed cook ovens employ proprietary
combinations of heating technologies to cook a variety of food products at
faster speeds than, and to quality standards that it believes are comparable
or
superior to, that of conventional heating methods. The address of TurboChef's
principal executive offices is Six Concourse Parkway, Suite 1900, Atlanta,
GA
30328. Visit TurboChef at http://www.turbochef.com.
Certain
statements in this release, and other written or oral statements made by or
on
behalf of TurboChef, are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Statements regarding future
events and developments and TurboChef's future performance, as well as
management's expectations, beliefs, plans, guidance, estimates or projections
relating to the future, are forward-looking statements within the meaning of
these laws. These forward-looking statements are subject to a number of risks
and uncertainties. These risks and
uncertainties
include, but are not limited to, the following: the uncertainty of market
acceptance and demand for TurboChef's products, the ability to obtain additional
financing necessary to continue or expand operations, the uncertainty of
consumer acceptance of new products or technologies that may be offered by
TurboChef, the dependence on a limited number of customers, relationships with
and dependence on third-party equipment manufacturers and suppliers, impact
of
competitive products and pricing and other risks detailed in TurboChef's filings
with the Securities and Exchange Commission. The words "looking
forward,""believe,""expect,""likely,""should" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance
on
these forward-looking statements, which speak only for the date the statement
was made. TurboChef Technologies, Inc. undertakes no obligation to publicly
update any forward-looking statements, whether as a result of future events,
new
information or otherwise.
For
more information, contact:
James
A.
Cochran
Chief
Financial Officer
TurboChef
Technologies, Inc.
Six
Concourse Parkway
Suite1900
Atlanta,
Georgia 30328
(678)
987-1700

text: TurboChef

text: TurboChef Technologies, Inc.

text:
Global Appliance Technologies,
Inc.

text: TurboChef

text: TurboChef

text: TurboChef

text: TurboChef

text: TurboChef

text: TurboChef

text: TurboChef

text:
Richard
E. Perlman

text: TurboChef

text:
James
K.
Price

text: TurboChef

text: TurboChef

text:
David
A.
Bolton

text: TurboChef

text: TurboChef

text: TurboChef Technologies, Inc.

text:
TurboChef
Technologies, Inc.

text: TurboChef

text: TurboChef

text: TurboChef

text: TurboChef

text: TurboChef

text: TurboChef

text: TurboChef

text: TurboChef

text: TurboChef Technologies, Inc.

text:
James
A.
Cochran

text:
TurboChef
Technologies, Inc.


text:
EX-99
5
exhibit991.htm
PRESS RELEASE
exhibit991.htm - Generated by SEC Publisher for SEC Filing
Exhibit 99.1
September 12, 2012 - 6:30 AM EDT
CiG Wireless Acquires Communications Towers and Related Assets From Towers of Texas
http://at.marketwire.com/accesstracking/AccessTrackingLogServlet?PrId=929324&ProfileId=051205&sourceType=1
ATLANTA, GA -- (Marketwire) -- 09/12/12 -- CiG Wireless Corp. (OTCBB: CIGW), a leading independent owner and operator of wireless communications infrastructure in the United States, today announced that it has acquired certain communications towers and related assets and rights from Towers of Texas, Ltd., a privately held company.
CiG has paid an aggregate purchase price of $3,550,000 in cash for all of the tower sites acquired.
"We are pleased to announce the company's first acquisition, a significant milestone that follows the recent completion of our new credit facility", said Paul McGinn, CiG's President and CEO. "This acquisition includes existing towers, representing assets that bring both existing cash flow and significant growth potential to CiG. As we execute to plan, we will look to supplement our ongoing organic growth with a strong focus on acquisitions through the remainder of the calendar year".
The acquisition closed on September 7, 2012, in conjunction with the Company's newly signed credit facility with Macquarie Bank Limited.
About CiG Wireless Corp
.
CiG Wireless Corp. (www.cigwireless.com) is a leading independent owner and operator of wireless communications infrastructure in the United States. The primary focus of the Company is leasing antenna space on its multi-tenant towers and rooftops to a variety of wireless service providers under long-term lease contracts.
Forward-Looking Statements
This press release may contain "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. The Company cannot provide assurances that any prospective matters described in the press release will be successfully completed or that the Company will realize the anticipated benefits of any acquired assets or proposed acquisitions. Various risk factors that may affect our business, results of operations and financial condition are detailed from time to time in the Annual Report on Form 10-K and in the Current Reports on Form 8-K and other filings made by the Company with the U.S. Securities & Exchange Commission. The Company undertakes no obligation to update information contained in this release.
CONTACT:
Charles Messman
Todd Kehrli
MKR Group Inc.
Investor Relations
323-468-2300
Email Contact
CiG Wireless Corp.
Corporate Communications
Patrick Finucane
678-332-5010
Email Contact
Source: Marketwire (September 12, 2012 - 6:30 AM EDT)
News by QuoteMedia

text: CiG Wireless

text: Towers of Texas

text: CiG Wireless Corp.

text: Towers of Texas

text: CiG

text: CiG

text: CiG

text: CiG Wireless Corp.

text: CiG Wireless Corp.


text:
EX-99.1
7
file7.htm
PRESS RELEASE
FOR IMMEDIATE RELEASE
WEDNESDAY, JULY 2, 2008
CARE INVESTMENT TRUST INC. ANNOUNCES A $100.8 MILLION INVESTMENT IN A
PORTFOLIO OF SENIOR HOUSING FACILITIES
Acquisition of 12 Assisted Living, Independent Living & Alzheimer's Facilities located in Illinois,
Indiana, Iowa and Nebraska
NEW YORK
-
July 2, 2008
-
Care Investment Trust Inc. (NYSE: CRE
) ("Care" or "Company"), today announced that its wholly owned subsidiary, Care YBE Subsidiary LLC ("Care YBE"), acquired 12 senior housing facilities from affiliates of Eby Realty Group, L.L.C. for $100.8 million. The transaction closed on Thursday, June 26
th
. An affiliate of Bickford Senior Living Group, L.L.C. ("Bickford") master leased the facilities from Care YBE for 15 years with four 10-year renewal options. Each facility has been subleased to the original seller/operator of the facility.
F. Scott Kellman, President and Chief Executive Officer of Care, stated, "Bickford's dedication to quality care has garnered the Eby family an unparalleled reputation in senior housing. We are extremely gratified that the Eby's have chosen to partner with Care to drive their growth strategy".
Joe Eby, Chief Operating Officer of Bickford, said, "We at Bickford Senior Living are extremely excited to form this partnership. The completion of this transaction and the relationship with Care is integral in our desire for continued growth and to continue our mission of enriching happiness in the lives of our residents and families".
Care funded the investment through cash on hand and approximately $74.6 million of mortgage financing from Fannie Mae. These mortgages will mature in 7 years, are interest-only for the first year, and carry a fixed annual interest rate of 6.845%. Red Mortgage Capital, Inc. arranged the financing with Fannie Mae.
The transaction provides Bickford the potential to achieve an earn-out of approximately $7.2 million based on property performance through the second anniversary of the closing. Earn-out funds will be allocated first to finance expansion projects at the acquired properties until the scheduled projects are completed, after which time additional advances will provide distributions to Bickford. Any such funds advanced shall result in a proportionate increase in the Base Rent due under the Master Lease.
Transaction Highlights:
.
Care acquired 12 Senior Housing Facilities consisting of Assisted Living, Independent Living & Alzheimer's Facilities located in the Midwest.
.
Care will receive a Base Lease Rate of 8.2%, calculated on Care's aggregate purchase price of $100.8 million, with escalations of 3.0% per annum. Care will also receive Additional Base Rent ("ABR") of 0.26% on the aggregate purchase price, with escalations of 3.0% per annum during the initial term. The ABR will accrue during the first 36 months of lease term, and beginning in month 37, the accrued ABR will be payable over a 24 month period.
.
Care received additional security in the form of pledges of equity interests in 6 Assisted Living and Alzheimer's Facilities (241 units) located in Iowa and Nebraska and a second lien on a 28 unit Assisted Living Facility located in Indiana. This additional security will be released as target rent coverages are achieved. The acquisition closed with a lease coverage of 1.07x based upon annualized trailing four month results as of April 2008.
.
Care expands its relationship with Bickford, which has been highly successful operating quality assisted living, independent living, and Alzheimer's care facilities in Illinois, Indiana, Iowa, Michigan, Missouri and Nebraska.
The portfolio, developed and managed by Bickford, a long-time leader and innovator in the senior housing industry, contains 569 units and is located in Illinois (5), Indiana (1), Iowa (5) and Nebraska (1). The properties were all constructed in the last 11 years, with 6 of the facilities built in the last five years. The properties are well-positioned for continued success within their communities and have experienced aggregate occupancy levels in excess of 90 percent over the last two full years.
About Care Investment Trust
Care Investment Trust Inc. is a real estate investment and finance company formed principally to invest in healthcare-related real estate and commercial mortgage debt. Care is externally managed and advised by CIT Healthcare LLC, a wholly-owned subsidiary of CIT Group Inc.
About Bickford
Bickford was founded in 1991 by Don and Judie Eby and is based in Olathe, Kansas. Bickford offers Independent Living, Assisted Living and Alzheimer's services through its residences located in Illinois, Indiana, Iowa, Michigan, Missouri and Nebraska.
Bickford currently operates 37 senior living communities in the Midwestern United States. Of the 37
communities, 13 are owned by Bickford, 23 are operated under long-term lease agreements and one is managed only. Bickford is managed by Mike, Joe and Andy Eby.
Safe Harbor Statement
This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements (including statements regarding future financial and operating results) involve risks, uncertainties and contingencies, many of which are beyond Care Investment Trust's control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words "anticipate", "believe", "expect", "estimate", "plan", "target", and similar expressions are generally intended to identify forward-looking statements. Economic, business, changes in Care's investment focus, funding market, competitive
and/or regulatory factors, among others, affecting Care Investment Trust's businesses or the management or results of operations of its acquired properties are examples of factors that could cause actual results to differ materially from those described in the forward-looking statements in addition to those factors specified in Care Investment Trust's Registration Statement on Form S-11 relating to its initial public offering and its Annual Report on Form 10-K for the period ended December 31, 2007 and Quarterly Report on Form 10-Q for the period ended March 31, 2008. Care Investment Trust 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 FURTHER INFORMATION:
AT CARE INVESTMENT TRUST:
AT FINANCIAL RELATIONS BOARD:
Robert O'Neill
Chief Financial Officer
(973) 740-5115
robert.oneill@carereit.com
Leslie Loyet
Analysts/Investors
(312) 640-6672
lloyet@frbir.com
For more information on the company, please visit the company's website at www.carereit.com

text: CARE INVESTMENT TRUST INC.

text: Care Investment Trust Inc.

text: Care

text: Care YBE Subsidiary LLC

text: 12 senior housing facilities

text: Eby Realty Group, L.L.C.

text: F. Scott Kellman

text: Care

text: Care

text: Joe Eby

text: Care

text: Care

text: Care

text: 12 Senior Housing Facilities

text: Care

text: Care

text: Care

text: Care

text: Care

text: Care Investment Trust Inc.

text: Care

text: CIT Healthcare LLC

text: Care