text:
EX-99.1
5
tm221885d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
NEWS RELEASE
CONTACT
FOR IMMEDIATE RELEASE
Chris Kavanagh
(800)
978-8136
ckavanagh@summithealthcarereit.com
Summit
Healthcare REIT, Inc. acquires eight skilled nursing facilities in Georgia
Lake
Forest, Calif., (January 4, 2022)
-
Summit Healthcare REIT, Inc
. ("Summit" or the "Company")
announced that it has acquired, through a wholly owned subsidiary, eight skilled nursing facilities located in various locations of Georgia
on December 30, 2021. The facilities, acquired for a purchase price of approximately $130 million, consist of a total of 826 licensed
beds and will be leased back to the operator on a triple net basis. Summit partnered with CIBC and Oxford Finance to fund the debt on
the transaction. Combined with an acquisition earlier in 2021, Summit closed on over $150 million in skilled nursing facility portfolio
acquisitions last year as the Company continues to partner with strong regional operators.
"We
really like this transaction as the operator has a proven track record in Georgia. We look forward to continued growth in the state".
chief executive officer of Summit, Kent Eikanas, stated.
Elizabeth
Pagliarini, Summit's chief operating officer and chief financial officer added, "We are excited to have experienced a spectacular
year in terms of adding assets to Summit's overall portfolio".
About
Summit Healthcare REIT, Inc.
Summit
is a publicly registered non-traded REIT that is currently focused on investing in senior housing real estate located throughout the
United States. The current portfolio includes interests in 54 Senior Housing facilities in 14 states. Please visit our website at:
http://www.summithealthcarereit.com
For
more information, please contact Chris Kavanagh at (800) 978-8136.
This
material does not constitute an offer to sell or a solicitation of an offer to buy Summit Healthcare REIT, Inc.
This
release may contain forward-looking statements relating to the business and financial outlook of Summit Healthcare REIT, Inc. that are
based on our current expectations, estimates, forecasts and projections and are not guarantees of future performance. Actual results
may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements.
A number of important factors could cause actual results to differ materially from any forward-looking statements contained in this release.
Such factors include those described in the Risk Factors sections of the Company's annual report on Form 10-K for the year ended
December 31, 2020, and the quarterly reports for the periods ended March 31, 2021, June 30, 2021, and September 30, 2021. Forward-looking
statements in this document speak only as of the date on which such statements were made, and we undertake no obligation to update any
such statements that may become untrue because of subsequent events. We claim the safe harbor protection for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
2 South Pointe Drive, Suite 100
. Lake Forest, California 92630. Toll-Free (800) 978-8136. Local (949) 535-2022. www.SummitHealthcareReit.com

text:
Summit
Healthcare REIT, Inc.

text:
Summit Healthcare REIT, Inc
.

text: Summit Healthcare REIT, Inc.

text: Summit Healthcare REIT, Inc.

text: Summit Healthcare REIT, Inc.


dataset: buster

text:
EX-99.1
3
v128969_ex99-1.htm
Unassociated Document
The
Allied Defense Group, Inc.
FOR
IMMEDIATE RELEASE
For
More Information, Contact:
October
1, 2008
Jim
Drewitz Investor Relations
830-669-2466
THE
ALLIED DEFENSE GROUP, INC. CLOSES SALE OF
GLOBAL
MICROWAVE SYSTEMS, INC.
VIENNA,
Virginia, October 1, 2008
- The
Allied Defense Group, Inc. (AMEX:ADG) announces it has closed the previously
announced sale of its California subsidiary, Global Microwave Systems, Inc.
to a
wholly owned subsidiary of Cobham plc, an international company engaged in
the
development, delivery and support of advanced aerospace and defense systems
for
land, sea and air platforms.
Allied
Defense Group received $26 million in cash in this transaction.
Major
General (Ret) John J. Marcello, President and Chief Executive Officer of The
Allied Defense Group said, "GMS has been an important part of our Electronic
Security business segment. It has shown meaningful growth since we acquired
the
business in late 2005. The divestiture of GMS will allow the Company to reduce
and repay debt, and focus efforts on its key strengths in the Ammunition market
place. The completion of the sale of GMS represents another step in our
strategic plan to dispose of non-core assets to reduce and repay our outstanding
debt and strengthen our balance sheet. ADG continues to restructure and
recapitalize to maximize value for all of our shareholders".
Houlihan
Lokey advised the Allied Defense Group, Inc. in connection with the
transaction.
About
The Allied Defense Group:
The
Allied Defense Group, Inc. is a diversified international defense firm which
develops and produces conventional medium caliber ammunition marketed to defense
departments worldwide; designs, produces and markers sophisticated microwave
security systems. For more information, please visit the Company website:
www.allieddefensegroup.com/
Certain
statements contained herein are "forward looking" statements as such term is
defined in the Private Securities Litigation Reform Act of 1995. Because
statements include risks and uncertainties, actual results may differ materially
from those expressed or implied and include, but are not limited to, those
discussed in filings by the Company with the Securities and Exchange
Commission.

label: organization

text: Allied Defense Group, Inc.

text: ALLIED DEFENSE GROUP, INC.

text:
GLOBAL
MICROWAVE SYSTEMS, INC.

text: Allied Defense Group, Inc.

text: Global Microwave Systems, Inc.

text: Cobham plc

label: person

text: John J. Marcello

text:
Houlihan
Lokey

text: Allied Defense Group, Inc.

text: Allied Defense Group, Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
ex991pressrelease.htm
EXHIBIT 99.1 PRESS RELEASE
ex991pressrelease.htm
Cognigen
Networks,
Inc.
NEWS
RELEASE
10757
S. Riverfront Pkwy.
Suite
125
South
Jordan,
UT 84095 For
Immediate Release at 1 PM PSTTuesday, December 4, 2007
www.
cognigen.com
Cognigen
Networks Completes Acquisition of Commission River, Inc.
South
Jordan, UT, December 4, 2007/PRNewswire-First Call/ -- Cognigen Networks, Inc.
(OTC Bulletin Board:
CGNW
), an Internet-enabled marketer of
communications services and technology solutions, announced today the completion
and signing of an Asset Purchase Agreement to acquire substantially all of
the
assets of Commission River, Inc.
Cognigen
acquired the Commission River assets in exchange for 16,000,000 shares of
Cognigen's common stock. Commission River's current managers, Adam Edwards and
Patrick Oborn, have joined Cognigen's executive team and will direct affiliate
marketing-related activities for Cognigen and Commission River.
Cognigen's
CEO, Bob Bench, stated, "We believe this is a great event for Cognigen's agent
network, shareholders, and product vendors. The combination of Cognigen's
affiliate marketing agent base with Commission River's affiliate marketing
technology and programs will arm our agents with the tools, training, and
support they need to grow their businesses. We believe the thousands of agents
who have signed up for our affiliate marketing program will now receive
immediate attention and support from a team of experienced, professional
Internet marketers. This also gives us a platform on which to add new products
and deliver a stream of marketing tools".
"This
is
an exciting time for Commission River and Cognigen", said Adam Edwards,
Commission River President, "and for both affiliate programs. I believe the
combined company has the experience and capability to accelerate the growth
initiatives we have planned for the upcoming year. Commission River brings
an
in-depth understanding of managing affiliate programs and how to market products
through the Internet to small businesses and local community markets. Adding
this capability to Cognigen's existing agent base creates a tremendous
opportunity for all involved".
Cognigen
intends to continue offering its affiliate program and activities under the
direction of the Commission River team. Cognigen anticipates that Commission
River's program will be added to Cognigen's current service
offerings.
About
Cognigen
Cognigen
Networks, Inc. offers a wide range of telecommunication services and related
technology products via its Website,
http://www.cognigen.net
. Cognigen's
robust marketing engine harnesses distribution channels featuring a prominent
Internet presence, a network of independent agents and several affiliate groups,
each having their own customized website. Cognigen's agent-initiated
sales, as well as those generated directly from its main website, are fulfilled
via proprietary software utilizing the Internet. Cognigen sells as a
master agent the services of industry leaders such as AccuLinq, Inphonic
Cellular, Telarus, IBN Tel, Pioneer Telephone, OPEX, PowerNet Global and
UniTel. Since September of 1999, Cognigen has sold, on behalf of its
vendors and for its own account, services and products to approximately 880,000
customers worldwide.
In
addition to historical statements, the information set forth herein contains
forward-looking statements, including, without limitation, statements relating
to Cognigen Networks, Inc. (the "Company") and the anticipated results of the
recently-completed Commission River acquisition transaction (and related
transactions and activities). Although the Company believes that the
expectations reflected in the forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to be
correct. The forward-looking statements involve risks and
uncertainties that affect the Company's business, financial condition and
results of operations, including without limitation, risks and uncertainties
associated with the integration of the two companies, the Company's possible
lack of producing agent growth, the Company's possible lack of revenue growth,
the Company's possible inability to add new products and services that generate
increased sales, the Company's possible lack of cash flows, the Company's
possible loss of key personnel, the possibility of telecommunications rate
changes and technological changes, and the possibility of increased competition.
Many of these risks are beyond the Company's control.
About
Commission River
Commission
River, Inc. is an online pay-per-action marketing network that gathers customers
for select vendors. Commission River provides marketing tools,
training, and tracking that enables online affiliates the ability to drive
leads
using blogs, paid search, and organic search engine optimization
techniques. Commission River likewise creates software that enables
affiliates the ability to coordinate, cross-link, and share ideas with each
other in a close-knit community whose emphasis is on mutual
success. Commission River clients include 1-800-FREE-411, AT&T,
VoIP.com, AccuConference, and more. Founded in 2005, Commission River
is headquartered in Draper, Utah with remote employees located throughout the
United States. For more information visit
www.commissionriver.com.
Source: Cognigen
Networks, Inc.
Contact: Robyn
Farnsworth
10757
S. Riverfront
Pkwy.
Suite
125
South
Jordan,
UT 84095
801-705-5128
801-7059372
robyn@bayhillgroup.com

text:
Cognigen
Networks,
Inc.

text:
Cognigen
Networks

text: Commission River, Inc.

text: Cognigen Networks, Inc.

text: Commission River, Inc.

text:
Cognigen
Networks, Inc.

text: Cognigen Networks, Inc.

text:
Commission
River, Inc.

text:
Cognigen
Networks, Inc.


text:
EX-99.1
3
adgs_ex991.htm
PRESS RELEASE
adgs_ex991.htm
EXHIBIT 99.1
ADGS Advisory, Inc.
26
th
Floor
113 Argyle Street
Mongkok, Kowloon, Hong Kong
Contact: Ms. Michelle Tong
Telephone: 852-2374-0002
atyytso@gmail.com
October 21, 2013
ADGS ACQUIRES TH STRATEGIC MANAGEMENT LIMITED
ADGS Advisory, Inc. (OTCQB: ADGS) announced today that it has acquired TH Strategic Management Limited, a Hong-Kong based accounting services and business consulting firm. The addition of TH Strategic Management is expected to boost ADGS's visibility as a provider of accounting, company secretarial, taxation, corporate restructuring, asset and property transfer, voluntary winding up and insolvency services.
TH Strategic is the Company's first acquisition and is a key component in its growth strategy. ADGS's President and Chief Executive Officer Florence Li Lai Ying stated "We are delighted to acquire TH Strategic. Its team of professionals are strong, the quality of its business is excellent, and it will enhance our existing service offerings and broaden the Company's expertise in asset and property transfer and insolvency and enable us to capture additional business." Ms. Li further stated "TH Strategic expects to generate revenues of US $369,000 in 2013, and projects 19% growth in 2014 to about US $439,110, significantly outpacing Hong Kong's GDP growth rate of 3.5%. Earnings are expected to grow at 20%".
Management's goal is to grow the business 25% annually. Return on investment is estimated at 25%. ADGS expects to fully recover the purchase price in less than 4 years. Management plans to implement strong cost disciplines. TH's receivables are about US$103,000 (HK$800,000) and the company is implementing a plan to recover receivables exceeding 60 days. The cost efficiency ratio (CER) of 61% is on the high end.
ADGS is paying HK$4 million (approximately US $516,000) for the acquisition which will be paid in four monthly tranches. The initial tranche of HK $1million has already been paid.
Management intends to retain two of the strongest key current TH Strategic professionals, increasing total (full-time equivalent) staff headcount to 34 and the Company intends to hire an additional Assurance and Business Advisory Manager prior to year-end. Ms. Li stated "We recognize that our people are our greatest asset and we intend to invest in technology and systems to enhance their productivity, and customer service".
1
About ADGS
ADGS Advisory, Inc. is primarily engaged in providing accounting, taxation, company secretarial and consultancy services in Hong Kong. ADGS has a strong and successful background in the Hong Kong market, most notably bankruptcy and insolvency services to a variety of customers including high growth industries in China. ADGS intends to further bolster its growth via additional acquisitions.
Forward-Looking Statements
This release contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "anticipates", "believes", "could", "estimates", "expects", "intends", "may", "plans", "potential", "predicts", "projects", "should", "would" and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this release. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set forth in the Company's SEC filings. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
2

text: ADGS Advisory, Inc.

text: Michelle Tong

text: ADGS

text: TH STRATEGIC MANAGEMENT LIMITED

text: ADGS Advisory, Inc.

text: ADGS

text: TH Strategic Management Limited

text: TH Strategic Management

text: ADGS

text: TH Strategic

text: ADGS

text: TH Strategic

text: TH Strategic

text: ADGS

text: ADGS

text: TH Strategic

text: ADGS

text: ADGS Advisory, Inc.

text: ADGS

text: ADGS


text:
EX-99
7
scndaquiresaquilabiolabsp.htm
ADDITIONAL EXHIBITS
scndaquiresaquilabiolabsp
Scientific Industries Announces Acquisition of aquila biolabs to
Advance Platform for Digitally Simplified
Bioprocessing
●
Combined companies have a target market of approximately $1.2
billion annually.
●
Transforms any bench- or production-scale culture vessel into an
intelligent device via online and real-time monitoring of process
parameters to improve time-to-market.
●
Digital technology enables bioprocessing productivity
gains.
BOHEMIA, NY and PITTSBURGH, PA
/April 30, 2021
/ Scientific Industries,
Inc. (OTCQB: SCND), a life sciences tool
provider, and a developer of optical sensors for non-invasive,
real-time monitoring of cell culture systems through its subsidiary
Scientific Bioprocessing, Inc. ("SBI"), today announced
its acquisition of
aquila biolabs
GmbH, a privately held German
technology developer of
smart sensors and state-of-the-art
data analytics software for bioprocessing applications under agreed
upon terms
. The Company believes the
acquisition positions the Company to become a leading player in the
bioprocessing industry.
John Moore, SBI's President and Chairman of Scientific
Industries, said,
"The combined technologies from
these two companies will allow us to create a new digital platform
that brings dramatic innovation and significantly enhance accuracy
in and throughput to the biopharmaceutical workflow. We now have a
target cell culture and biomanufacturing market that approximates
$1.2 billion annually that has almost no digital technology to
increase productivity. The ability to precisely tune multiple
culture parameters is essential for efficient, consistent
production of high-quality therapeutics. We believe we are well
positioned to capture market share in the coming years and are
excited about the opportunities ahead".
The synergy of technologies developed by SBI and aquila biolabs for
real-time, non-invasive cell monitoring positions the combined
organization to advance a digital, sensor-based platform to
optimize, simplify and accelerate bioprocessing
workflows.
Once developed, the platform will enable online, real-time
monitoring of bioprocessing parameters delivering insights and
actionable data needed to develop and maintain precisely defined
and tightly controlled workflows that will improve time-to-market
and digitally simplify bioprocessing. The platform will be
compatible with a broad variety of bench- and production-scale
vessels, transforming them into data factories that can fuel
state-of-the-art machine learning and AI tools.
"As SBI explored the breadth of available technologies that
could spearhead digitally simplified
bioprocessing
, aquila's
approach stood out as the most impressive one,"
said
Reinhard Vogt, Chairman of SBI and former Executive
Vice President and Member of the Board of Sartorius AG. "In
addition to a strong pipeline of advanced sensors and data
analytics tools, this strategic acquisition adds new talent to our
already strong team and expands SBI's footprint into
Europe."
In connection with the acquisition, aquila biolabs has entered into
new contracts with its four founders and with Daniela
Winzker-Demes, industry veteran and former Vice President of Sales
EMEA at Sartorius Lab Instruments, as SBI's Vice President of
Sales EMEA and Asia.
"We are excited to join SBI and expand the reach of our
unique platform to bioprocess scientists around the
world", said Daniel Grünes, co-founder of aquila
biolabs who will assume the role of vice president of R&D and
Operations at SBI.
"
While customers
already have access to some process parameters, there are still too
many black boxes and unknowns in bioprocessing. Our platform
combined with SBI will deliver actionable insights to our customers
to help them make the right decisions".
"The
successful acquisition of aquila biolabs is one more step in our
Company's path to becoming a world class life sciences tool
provider and an international company", said Helena Santos,
CEO of Scientific Industries.
KeyBanc
Capital Markets acted as financial advisor to the Company in the
acquisition of aquila biolabs. The Company financed the acquisition
of aquila biolabs through an equity private placement. KeyBanc
Capital Markets acted as sole placement agent on the
transaction.
About Scientific Bioprocessing, Inc.
SBI is dedicated to providing state-of-the-art instruments,
strategies, and technologies to expedite the production of viable
cells and therapies with a streamlined process and product
consistency. SBI's mission is to develop sensor technologies
and instruments that make cell culture and bioprocessing work
easier, experiments more reproducible, and culture conditions
better suited to meet experimental objectives. SBI is a subsidiary
of
Scientific
Industries, Inc. To learn more, visit
www.scientificbio.com
.
About Scientific Industries, Inc.
Scientific Industries (OTCQB:SCND), is a life science tool
provider. It designs, manufactures, and markets laboratory
equipment, including the world-renowned
Vortex-Genie®
2 Mixer and
Torbal®
balances,
and bioprocessing systems and methods. Scientific Industries'
products are generally used and designed for research purposes in
laboratories of universities, hospitals, pharmaceutical companies,
medical device manufacturers, and pharmacies. To learn more,
visit
www.scientificindustries.com.
Safe Harbor Statement
Statements
made in this press release that relate to future events,
performance or financial results of the Company are forward-looking
statements which involve uncertainties that could cause actual
events, performance or results to materially differ. The Company
undertakes no obligation to update any of these statements. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as to the date hereof. Accordingly,
any forward-looking statement should be read in conjunction with
the additional information about risks and uncertainties set forth
in the Company's Securities and Exchange Commission reports,
including our annual report on Form 10-K.
Contact:
Sandy Williams
Marketing and Product Manager
Scientific Bioprocessing, Inc.
412-230-8463
media@scientificbio.com
www.scientificbio.com
Investor Contact:
Joe Dorame
Lytham Partners, LLC
Phone: (602) 889-9700
SCND@lythampartners.com
###

text: Scientific Industries

text: aquila biolabs

text:
Scientific Industries,
Inc.

text:
aquila biolabs
GmbH

text:
Scientific
Industries

text: aquila biolabs

text: Reinhard Vogt

text: aquila biolabs

text:
aquila
biolabs

text: aquila biolabs

text: Helena Santos

text: Scientific Industries

text:
KeyBanc
Capital Markets

override: organization

text: aquila biolabs

text: aquila biolabs

text:
KeyBanc
Capital Markets

text:
Scientific
Industries, Inc.

text: Scientific Industries, Inc.

text: Scientific Industries

text: Scientific Industries


text:
EX-99.1
2
exhibit99-1_072913.htm
REPCON STRICKLAND CLOSING PRESS RELEASE 07-29-13
exhibit99-1_072913.htm
EXHIBIT 99.1
FOR:
EMCOR GROUP, INC.
CONTACT:
R. Kevin Matz
Executive Vice President
Shared Services
(203) 849-7938
FTI Consulting, Inc.
Investors: Nathan Elwell / Matt Steinberg
(212) 850-5600
Linden Alschuler & Kaplan, Inc.
Media: Lisa Linden / Mollie Fullington
212-575-4545 / 917-346-6123
EMCOR GROUP, INC. COMPLETES ACQUISITION OF
REPCONSTRICKLAND
- Augments Offering to North American Refinery and Petrochemical Markets -
NORWALK, CONNECTICUT, July 29, 2013 - EMCOR Group, Inc. (NYSE: EME) today announced that it has completed its acquisition of RepconStrickland, Inc. ("RepconStrickland") for a purchase price of approximately $455 million in cash, as previously announced.
Headquartered in La Porte, TX and Corpus Christi, TX, RepconStrickland has a 36-year history as one of the preeminent U.S. industrial and refinery service companies. With a track record of superior project execution and an industry-leading safety record, RepconStrickland is a leader in executing turnarounds for critical process units.
Tony Guzzi, President and Chief Executive Officer of EMCOR Group, commented, "We are pleased to have successfully completed the acquisition of RepconStrickland. Supported by its five recognized brands, RepconStrickland has strong managerial teams and an industry-leading safety record, with a
focus on accountability and results for their customers. The combination of RepconStrickland and our existing Ohmstede operations provides us additional access to high-margin, high-growth industrial markets that will enhance our earnings power and help fulfill many of our strategic goals for 2013 and beyond".
EMCOR Group, Inc. is a Fortune 500 worldwide leader in mechanical and electrical construction services, industrial and energy infrastructure and facilities services. This press release and other press releases may be viewed at the Company
'
s Web site at
www.emcorgroup.com.
This release may contain certain forward-looking statements within the meaning of the Private Securities Reform Act of 1995. Any such comments are based upon information available to EMCOR management and its perception thereof, as of this date, and EMCOR assumes no obligation to update any such forward-looking statements. These forward-looking statements may include statements regarding market opportunities, market share growth, gross profit, backlog mix, projects with varying profit margins, and selling, general and administrative expenses. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Accordingly these statements are no guarantee of future performance. Such risk and uncertainties include, but are not limited to, adverse effects of general economic conditions, changes in the political environment, changes in the specific markets for EMCOR
'
s services, adverse business conditions, availability of adequate levels of surety bonding, increased competition, unfavorable labor productivity and mix of business. Certain of the risks and factors associated with EMCOR
'
s business are also discussed in the Company
'
s 2012 Form 10-K and in other reports filed from time to time with the Securities and Exchange Commission. All these risks and factors should be taken into account in evaluating any forward-looking statements.
# # #

text: EMCOR GROUP, INC.

text: EMCOR GROUP, INC.

text: REPCONSTRICKLAND

text: EMCOR Group, Inc.

text: RepconStrickland, Inc.

text: RepconStrickland

text: RepconStrickland

text: RepconStrickland

text: Tony Guzzi

text: RepconStrickland

text: RepconStrickland

text: RepconStrickland

text: EMCOR Group, Inc.


text:
EX-99.1
2
dex991.htm
PRESS RELEASE
Press release
Exhibit 99.1
NATUS MEDICAL ACQUIRES FISCHER-ZOTH
Company Adds Leading OAE Technology to its Portfolio
SAN CARLOS, Calif. (September 29, 2004) - Natus Medical Incorporated
(Nasdaq NM: BABY) today announced the acquisition for cash of privately held Fischer-Zoth GmbH, a leading manufacturer of otoacoustic
emissions (OAE) products. The acquisition adds to Natus' growth opportunities by broadening its product offerings and supporting expansion into new markets. Natus believes the acquisition will be accretive to earnings in 2005.
Under terms of the acquisition, Natus will retain Fischer-Zoth's operations, which are
headquartered near Munich, Germany, as well as its existing sales channels. Fischer-Zoth co-founder Peter Zoth will continue on as managing director of the organization. Fischer-Zoth currently has 20 employees and recorded revenue of approximately
$3.1 million during calendar 2003.
"We believe Fischer-Zoth's
complementary products will round out our hearing screening product portfolio and give Natus a stronger European presence", stated Jim Hawkins, president and chief executive officer of Natus. "Fischer-Zoth has built a growing, profitable
operation with strong margins and a reputation for producing high-quality products. Natus has become the world leader in newborn hearing screening through our proprietary AABR
®
technology. Now we can build on this position by bringing the Fischer-Zoth products into the pediatric and diagnostics
markets."
Founded in 1995, Fischer-Zoth develops and manufactures
products for the detection and diagnosis of hearing disorders that it sells through distributors in more than 40 countries. As a developer of proprietary, patented signal processing software, the company improved traditional OAE technology, which
has enhanced the performance of its products over other OAE devices. Since its inception, Fischer-Zoth has sold more than 3,500 OAE devices worldwide. Fischer-Zoth devices also utilize a disposable supply, generating a recurring revenue stream.
"We are excited to be joining Natus, a company that shares our passion
for quality, innovation and market leadership", commented Mr. Zoth. "Through this business combination, we will be able to leverage Natus' direct sales organization and our existing distribution partners to more quickly penetrate the
global market for our hearing screening and diagnostic products".
Natus
expects to record one-time charges during the 2004 third quarter related to the acquisition, primarily for the write-off of acquired in-process research and development, in the range of $600,000 to $1.0 million. These charges were not included in
financial guidance previously provided by the Company.
About Natus Medical
Natus develops, manufactures, and markets products for the detection, treatment, monitoring, and tracking of common disorders in newborns. Natus markets and sells its
products worldwide through a direct sales force in the U.S. and the U.K. and through distributors in over 30 other countries. Additional information about Natus Medical can be found at
www.natus.com
.
Natus' product lines include: ALGO
®
Newborn Hearing Screeners; MiniMuffs
®
Neonatal Noise Attenuators; neoBLUE
™
LED Phototherapy devices; Biliband
™
Eye Protectors; Oxydome
™
, Oxypod
™
, Oxy-Igloo
™
, and Foldadome
™
neonatal oxygen hoods; Igloo
™
neonatal heatshield; Neometrics
™
data management products: Metabolic Screening Database System (MSDS)
™
, Case Management System (CMS)
™
, Web Based Electronic Birth Page (WebEBP)
™
, and Voice Response System (VRS)
™
; Fischer-Zoth products: Echo-Screen
®
, Audio System DPOAE, and Cochlea-Scan
®
.
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 including, but not limited to, charges associated with the Fischer-Zoth acquisition, and the
impact of the acquisition on future earnings, new product offerings, and expansion into new markets. These statements relate to future events or Natus' future financial performance or results, and involve known and unknown risks, uncertainties,
and other factors that may cause Natus' actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. The actual operating results could differ
materially due to a number of factors, including the difficulty in integrating acquired businesses, including Fischer-Zoth, into our business, the risks associated with expanding operations into other countries and doing business in foreign
countries, continued growth of demand, or absence of continued growth of demand, for newborn hearing screening equipment, acceptance of Natus' existing products, the successful development, introduction and widespread market acceptance of
Natus' new products, dependence on our ALGO, Neometrics and Fischer-Zoth products for substantially all of our revenue, the successful addition of products to Natus' established distribution channel, domestic and global economic
conditions, competition from other companies, the failure of states or foreign countries to adopt mandates or guidelines requiring screening for the disorders for which Natus' products screen, the failure of third party payors to provide
adequate reimbursement for the use of Natus' products, adverse changes in Natus' relationships with its suppliers, reduced revenue as a result of discounts given to organizations representing several end customers for Natus' products,
failure to obtain necessary regulatory clearances or approvals, adverse changes in Natus' relationships with its distributors, difficulty integrating acquired businesses into our business, performance of newly acquired products and
technologies, difficulty and increased expenses relating to foreign operations, and product liability and intellectual property disputes or litigation. Natus disclaims any obligation to update information contained in any forward-looking statement.
More information about potential risk factors that could affect the business
and financial results of Natus is included in Natus' annual report on Form 10-K for the year ended December 31, 2003, and its quarterly reports on Form 10-Q, and from time to time in other reports filed by Natus with the U.S. Securities and
Exchange Commission.
Natus
®
, AABR
®
, ALGO
®
, ALGO 1e
®
, ALGO
2
®
, ALGO DataBook
®
, 70/40
®
, Ear Couplers
®
, Flexicoupler
®
, Jelly Tab
®
, Jelly Button
®
, and
MiniMuffs
®
are registered trademarks of Natus.
Natus Elite
™
, Convert2Natus
™
, neoBLUE
™
, neoBLUE mini
™
, Neometrics
™
, Metabolic Screening Database System (MSDS)
™
, Case Management System (CMS)
™
, Voice Response System (VRS)
™
, Web Electronic Birth Page (Web-EBP)
™
, and Accuwell
™
are non-registered trademarks of Natus. Solutions for Newborn Care
SM
is a non-registered service mark of Natus. Echo-Screen®, AOAE®, and
Cochlea-Scan® are registered trademarks of
Fischer-Zoth GmbH.
# # #

text: NATUS MEDICAL

text: FISCHER-ZOTH

text: Natus Medical Incorporated

text: Fischer-Zoth GmbH

text: Natus

text: Natus

text: Natus

text: Fischer-Zoth

text: Fischer-Zoth

text: Fischer-Zoth

text: Fischer-Zoth

text: Natus

text: Jim Hawkins

text: Natus

text: Fischer-Zoth

text: Natus

text: Fischer-Zoth

text: Fischer-Zoth

text: Fischer-Zoth

text: Fischer-Zoth

text: Natus

text: Natus

text: Natus

text: Natus Medical

text: Natus

text: Natus

text: Natus Medical

text: Natus

text: Fischer-Zoth

text: Fischer-Zoth

text: Natus

text: Natus

text: Fischer-Zoth

text: Natus

text: Natus

text: Fischer-Zoth

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Natus

text: Fischer-Zoth GmbH


text:
EX-99.1
3
a14-23692_1ex99d1.htm
EX-99.1
Exhibit 99.1
PRESS RELEASE
EAGLE BANCORP, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Ronald D. Paul
November 3, 2014
301.986.1800
EAGLE BANCORP COMPLETES MERGER WITH VIRGINIA HERITAGE BANK
BETHESDA, MD.
Eagle Bancorp, Inc. ("Eagle") (Nasdaq: EGBN), the parent company of EagleBank, today announced that the acquisition of Virginia Heritage Bank ("Virginia Heritage"), through the merger of Virginia Heritage with and into EagleBank, became effective on October 31, 2014.
As a result of the merger, EagleBank has aggregate assets of approximately $5.10 billion, net loans of approximately $4.16 billion and deposits of approximately $4.36 billion. Following planned consolidations of two branches and disposition of one branch, EagleBank will have 22 offices in Northern Virginia, Montgomery County, Maryland, and the District of Columbia.
Each share of Virginia Heritage common stock has been converted into 0.6632 shares of Eagle common stock and $7.50 in cash, as a result of the effectiveness of the merger. As a result of the acquisition, Eagle issued approximately 4.01 million shares of Eagle common stock, not including approximately 402 thousand shares of common stock issuable upon the exercise of options to acquire Virginia Heritage common stock, as adjusted in accordance with the Agreement and Plan of Reorganization. The aggregate value of the transaction, based on Eagle's closing price on October 31, 2014 is approximately $198.6 million.
"We are extremely excited about our combination with Virginia Heritage Bank and what this means for customers, shareholders and the community", said Ronald D. Paul, Chairman and CEO of Eagle Bancorp and EagleBank. "The basis of our success has been an unwavering commitment to the Washington area and our putting relationships first. This combination only solidifies our existing commitment to Northern Virginia businesses and neighborhoods, and deepens and broadens it. Furthermore, Virginia Heritage customers will now have access to a $5.1 billion bank, with a nearly $90 million lending limit. But some things aren't changing. Access to local decision makers who live in the community and an on-the-ground understanding of the market and what drives success remain stronger than ever. We welcome Dave Summers and the entire team of Virginia Heritage professionals to our combined company".
David P. Summers, Chairman and CEO of Virginia Heritage, who joins the Board of Directors of Eagle and EagleBank commented "The alliance of our two companies should prove a winning combination all around. The goals and visions of our two banks, customer service, credit quality and shareholder value, have always been the same. I look forward to working with Ron as we integrate our operations and continue the expansion of the premier Washington, DC community bank".
About Eagle Bancorp, Inc.
Eagle Bancorp, Inc. is the holding company for EagleBank, which commenced operations in 1998. EagleBank is headquartered in Bethesda, Maryland, and conducts full service commercial banking through 24 offices, located in Montgomery County, Maryland, Washington, D.C. and Northern Virginia. EagleBank focuses on building relationships with businesses, professionals and individuals in its marketplace.
Forward looking Statements:
This press release contains forward-looking statements within the meaning of the Securities and Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Eagle's operations and policies and regarding general economic conditions. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between EagleBank and Virginia Heritage and (ii) Eagle's plans, obligations, expectations and intentions. In some cases, forward-looking statements can be identified by use of words such as "may", "will", "anticipates", "believes", "expects", "plans", "estimates", "potential", "continue", "should", and similar words or phrases.
These statements are based upon the beliefs of the management of Eagle as to the expected outcome of future events, current and anticipated economic conditions, nationally and in the parties' market, and their impact on the operations and assets of the parties, interest rates and interest rate policy, competitive factors, judgments about the ability of the parties to successfully consummate the merger and to integrate the operations of the two companies, the expected growth opportunities or cost savings resulting from the merger, which may not be fully realized or take longer than expected to realize; the ability of the two companies to avoid customer dislocation or runoff, and employee attrition, following the merger, the demand for and pricing of subordinated debt or other securities, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Factors that could cause results and outcomes to differ materially include, among others, the ability to obtain required regulatory and shareholder approvals; the ability to complete the merger as expected and within the expected timeframe; and the possibility that one or more of the conditions to the completion of the merger may not be satisfied. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on such forward-looking statements. Please refer to Eagle's periodic reports on Form 10-K and 10-Q and to its Current Reports Form 8-K, including the discussions of Risk Factors contained therein, for additional factors which may impact the Company's performance and results. Past results are not necessarily indicative of future performance. Eagle assumes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this release.

text: EAGLE BANCORP, INC.

text: Ronald D. Paul

text: EAGLE BANCORP

text: VIRGINIA HERITAGE BANK

text: Eagle Bancorp, Inc.

text: Eagle

text: EagleBank

text: Virginia Heritage Bank

text: Virginia Heritage

text: Virginia Heritage

text: EagleBank

text: EagleBank

text: EagleBank

text: Virginia Heritage

text: Eagle

text: Eagle

text: Eagle

text: Virginia Heritage

text: Eagle

text: Virginia Heritage Bank

text: Ronald D. Paul

text: Eagle Bancorp

text: EagleBank

text: Virginia Heritage

text: Virginia Heritage

text: David P. Summers

text: Virginia Heritage

text: Eagle

text: EagleBank

text: Eagle Bancorp, Inc.

text: Eagle Bancorp, Inc.

text: EagleBank

text: EagleBank

text: EagleBank

text: Eagle

text: EagleBank

text: Virginia Heritage

text: Eagle

text: Eagle

text: Eagle

text: Eagle


text:
EX-99.1
5
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
EXHIBIT 99.1
Contact:
Ed Dickinson
Chief Financial Officer, 636.916.2150
FOR IMMEDIATE RELEASE
LMI Aerospace Completes Acquisition of Valent Aerostructures
ST. LOUIS, December 31, 2012 -- LMI Aerospace, Inc. (Nasdaq:LMIA), a leading supplier of structural assemblies, kits and components and provider of design engineering services to the aerospace and defense industries, announced that it completed its acquisition of Valent Aerostructures, LLC ("Valent") on Friday, December 28, 2012. Headquartered in Kansas City, Missouri, Valent is a leading provider of complex, structural components, major sub-assemblies and machined parts for OEM and Tier 1 airframe manufacturers in the aerospace and defense industries.
The acquisition was structured as a purchase of all the outstanding equity of Valent for a price of $237 million, plus certain retained obligations of $9.7 million and subject to adjustment for working capital and transaction expenses. As part of the purchase price, LMI issued to the former equity holders of Valent an aggregate of approximately 784,000 shares of LMI common stock, which represented $15 million of value. The purchase agreement also includes a potential earnout of up to $40 million in the event Valent surpasses certain EBITDA thresholds in 2013.
In connection with the closing of the acquisition, LMI completed its previously announced debt refinancing and entered into $300 million of new senior secured credit facilities comprised of a $225 million term loan facility and a $75 million revolving credit facility. LMI has used or expects to use the new facilities to finance the Valent acquisition, refinance existing debt and for general corporate purposes including working capital requirements.
LMI Aerospace, Inc. is a leading provider of design engineering services and supplier of structural assemblies, kits and components to the aerospace and defense markets. Through its Aerostructures segment, the company primarily fabricates, machines, finishes, integrates, assembles and kits formed close tolerance aluminum and specialty alloy and composite components and higher level assemblies for use by the aerospace, defense and technology industries. It manufactures more than 30,000 products for integration into a variety of aircraft platforms manufactured by leading original equipment manufacturers and Tier 1 aerospace suppliers. Through its Engineering Services segment, operated by its D3 Technologies, Inc. subsidiary, the company provides a complete range of design, engineering and program management services, supporting aircraft product lifecycles from conceptual design, analysis and certification through production support, fleet support and service life extensions via a complete turnkey engineering solution.
Valent is a leading provider of complex structural components, major sub-assemblies and machined parts for OEM and Tier 1 airframe manufacturers in the aerospace and defense industries. Valent provides content for several major commercial, business jet and military platforms, including the Boeing 737, 747-8, 777, 787 and V-22 and the Gulfstream G650. The Boeing Company has previously awarded Supplier of the Year to Valent, and in 2011, Valent won a Spirit AeroSystems Platinum Supplier Award.
This news release includes forward-looking statements regarding LMI's business prospects and opportunities. The words "may", "could", "should", "estimate", "project", "forecast", intend", "expect", "anticipate", "believe", "target", "plan", and similar expressions are intended to identify forward-looking statements. Our forward-looking statements are estimates and projections reflecting management's judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements
.
These risks and uncertainties include those discussed in the company's Annual Report on Form 10-K for the year ended December 31, 2011, and other reports filed with the U.S. Securities and Exchange Commission, which are incorporated herein by reference. You should not consider any such list to be a complete set of all potential risks or uncertainties. Moreover, forward-looking statements are based on our current expectations and speak only as of the date when made, and we undertake no obligation to publicly update or revise any forward-looking statements except as required by law. As a result of the foregoing, you should not place undue reliance on forward-looking statements.

text: Ed Dickinson

text: LMI Aerospace

text: Valent Aerostructures

text: LMI Aerospace, Inc.

text: Valent Aerostructures, LLC

text: Valent

text: Valent

text: Valent

text: LMI

text: Valent

text: LMI

text: Valent

text: LMI

text: LMI

text: Valent

text: LMI Aerospace, Inc.

text: Valent

text: Valent

text: Valent

text: Valent

text: LMI


text:
EX-99
6
adkpr53111.htm
PRESS RELEASE 060111
Think Partnership (THK:Amex), will be presenting at the Southwest Securities Institutional Conference at the Hotel Zaza in Dallas, TX, Thursday January 25th, 2007
Exhibit 99.1
AdCare
Health Systems Closes Acquisition of Skilled Nursing Center in Georgia
SPRINGFIELD,
Ohio, June 1, 2011 - AdCare Health Systems, Inc.
(NYSE AMEX: ADK
), a leading skilled nursing and
assisted living provider, has closed the previously announced acquisition of a
skilled nursing facility in College Park, Georgia. The addition of this facility
completes the three acquisitions in Georgia previously announced, following the
recent acquisitions in Dublin and Marietta, Georgia. The three facilities were
purchased for an aggregate price of $18 million.
The
facilities have on aggregate 335 beds that generate an estimated $16.4 million
in annualized revenues, and their addition is anticipated to be immediately
accretive to AdCare's earnings.
AdCare
has initially financed the acquisitions through bank loans. These loans are
expected to be refinanced with a loan guaranteed by the United States Department
of Agriculture (USDA) on the Dublin facility and Small Business Administration
loans for the Marietta and College Park facilities.
Combined
with other transactions announced and in the process of closing, AdCare's
estimated annualized revenue run-rate is expected to exceed $175 million. This
would represent an increase of more than 229% over the company's revenues in
2010, and an increase of more than 555% over revenues in 2009 when it initiated
its current M&A campaign.
"The
acquisition of College Park nursing facility is among the some 20 facilities
we've purchased or leased since we began our M&A program in the fall of
2009", said Chris Brogdon, AdCare's vice chairman and chief acquisitions
officer. "This latest facility expands our presence in Georgia, joining the 12
facilities we already operate in the state. The addition of this Georgia
facility is in line with our expansion into the Southeast".
"We're
also considering a number of attractive new opportunities around our home base
in the Midwest", added Brogdon, "with our M&A program continuing to be a
major focus for us in 2011".
About
AdCare Health Systems
AdCare Health Systems, Inc. (NYSE Amex: ADK
) is a recognized innovator in
senior living and health care facility management. AdCare develops, owns and
manages assisted living facilities, nursing homes and retirement communities, as
well as provides home health care services. Since its inception in 1988,
AdCare's mission has been to provide the highest quality of healthcare services
to the elderly. For more information about AdCare, visit
www.adcarehealth.com
.
Important
Cautions Regarding Forward-Looking Statements
Statements contained in
this press release that are not historical facts may be forward-looking
statements within the meaning of federal law. Such statements can be identified
by the use of forward-looking terminology, such as "believes", "expects, "
"plans", "intends", "anticipates" and variations of such words or similar
expressions, but their absence does not mean that the statement is not
forward-looking. Statements in this announcement that are forward-looking
include, but are not limited to, that including the transactions announced and
are in the process of closing, the company's annualized revenue run-rate will
exceed $175 million. Such forward-looking statements reflect management's
beliefs and assumptions and are based on information currently available to
management, and involve known and unknown risks, results, performance
or
achievements of AdCare which may differ materially from those expressed or
implied in such statements. Such factors are identified in the public filings
made by AdCare with the SEC and include, among others, AdCare's ability to
secure lines of credit and/or an acquisition credit facility, find suitable
acquisition properties at favorable terms, changes in the health care industry
because of political and economic influences, changes in regulations governing
the industry, changes in reimbursement levels including those under the Medicare
and Medicaid programs and changes in the competitive marketplace. There can be
no assurance that such factors or other factors will not affect the accuracy of
such forward-looking statements. Except where required by law, AdCare undertakes
no obligation to revise or update any forward-looking statements to reflect
events or circumstances after the date of this press release.
Company
Contacts
Boyd
P. Gentry, Co-CEO
Chris
Brogdon, Vice Chairman & CAO
AdCare
Health Systems, Inc.
Tel
(937) 964-8974
info@adcarehealth.com
Investor
Relations
Ron
Both or Geoffrey Plank
Liolios
Group, Inc.
Tel
(949) 574-3860
info@liolios.com

label: event

text:
AdCare
Health Systems

text: Skilled Nursing Center

text: AdCare Health Systems, Inc.

text: skilled nursing facility

text: AdCare Health Systems

text: AdCare Health Systems, Inc.

text:
AdCare
Health Systems, Inc.


text:
EX-99.1
2
a5721797ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
GrafTech
Acquires Minority Interest in Seadrift Coke L.P.
PARMA, Ohio--(BUSINESS WIRE)--GrafTech International Ltd. (NYSE:GTI)
today announced that it has acquired an 18.9 percent minority interest
in Seadrift Coke L.P. (Seadrift), a privately held producer of petroleum
needle coke, from Falcon Mezzanine Partners, L.P. for $135 million.
Seadrift is the world's second largest needle coke producer. Needle coke
is the primary raw material used to manufacture graphite electrodes and
represents approximately 40 percent of GrafTech's total cost to produce
a graphite electrode.
GrafTech will utilize approximately $35 million of cash on hand to fund
the purchase price with the remainder to be financed utilizing our
revolving credit facility. GrafTech expects to repay the amount drawn on
the revolver with operating cash flow within the next 12 months.
"The transaction is expected to be accretive to earnings in 2008 and
underscores our belief in the strong graphite electrode industry supply
chain fundamentals. Based on market conditions, we expect the supply of
needle coke to remain tight for the foreseeable future and our strategic
investment in Seadrift will allow us to share in anticipated favorable
economic returns", said GrafTech Chief Executive Officer Craig Shular.
The investment in Seadrift includes minority rights consisting of one
out of five Board seats and a put provision, whereby GrafTech can
exercise its right to sell its stake in Seadrift for fair market value,
exercisable beginning in May 2011. Additional minority rights associated
with the investment are detailed in the 8-K filing.
GrafTech does not expect its minority interest in Seadrift to affect its
most recently issued guidance for 2008, as its proportionate share of
Seadrift's earnings will be reported as "Other Income", which is
excluded from the Company's operational results and guidance.
About GrafTech International Ltd.
GrafTech International Ltd. is one of the world's largest
manufacturers and providers of high quality synthetic and natural
graphite and carbon based products and technical and research and
development services, with customers in 80 countries engaged in the
manufacture of steel, automotive products and electronics.
We
manufacture graphite electrodes, products essential to the production of
electric arc furnace steel.
We also manufacture thermal
management, fuel cell and other specialty graphite and carbon products
for, and provide services to, the electronics, power generation, solar,
oil and gas, transportation, petrochemical and other metals markets.
We
operate 11 manufacturing facilities strategically located on four
continents. For additional information on GrafTech International Ltd.,
call 216-676-2000, or visit our website at
www.graftech.com
.
About Seadrift Coke L.P
.
Seadrift Coke L.P. is the second largest producer of petroleum
needle
coke.
The Seadrift coker was built in 1983 and is the world's
newest petroleum needle coker.
The coker's current capacity
approaches 180,000 metric tons per year. The Seadrift plant is almost
entirely self-sufficient, requiring only supplies of feedstock and fresh
water to run continuously. In addition to calcined needle coke, the
operation produces fuel gas, naphtha, gas oil and electricity as
by-products.
NOTE ON FORWARD-LOOKING STATEMENTS:
This news release and
related discussions may contain forward-looking statements about such
matters as: benefits of acquisitions and minority interests; preliminary
unaudited results
and outlook for 2008; estimated future capital
expenditures and their impact on product quality and efficiencies;
growth rates and future production and sales of raw materials or
products that incorporate or that are produced using our products;
changes in production capacity in our operations and our vendors' or
customers' operations; the constancy of our operating levels; growth
rates for, future prices and sales of, and demand for raw materials, our
products and our customers' products; costs of materials and production,
including anticipated increases therein; productivity, business process
and operational initiatives, and their impact on us; our position in
markets we serve; tax rates and the effects of jurisdictional mix and
nonrecurring and other items; capital expenditures and their impact on
us; nature and timing of restructuring charges and payments; future
operational and financial performance; strategic plans; regional and
global economic and industry market conditions, changes in such
conditions and the impact thereof; interest rates; financing (including
factoring) and deleveraging activities; stock repurchases plans;
rationalization and restructuring activities; raw material and supply
chain management;
future sales, costs, working capital, revenues,
business opportunities; operational and financial performance; debt
levels; cash flows and use of cash; cost savings and reductions;
margins; earnings; and growth plans.
We have no duty to update
these statements.
Our expectations and targets are not
predictions of actual performance and historically performance has
deviated, often significantly, from expectations and targets. Actual
future events, circumstances, performance and trends could differ
materially, positively or negatively, from those set forth in these
statements due to various factors, including: changes in economic
conditions or product end market conditions; non-attainment of
anticipated EAF steel production; graphite electrode or needle coke
manufacturing capacity increases; failure of increased EAF steel
production or stable graphite electrode production to result in stable
or increased graphite electrode demand, prices or sales volumes;
differences between actual graphite electrode prices and spot or
announced prices; changes in inventory management and utilization or in
supply chain management; consolidation of steel producers; limitations
on the amounts of or delays in the timing of our capital expenditures;
absence of successful development and commercialization of new or
improved products or subsequent displacement thereof by other products
or technologies; failure to expand manufacturing capacity to meet growth
in demand, if any; inability to protect our intellectual property rights
or infringement of intellectual property rights of others; unanticipated
developments in legal proceedings or litigation; non-realization of
price increases or adjustments; non-realization of anticipated benefits
from organizational changes and restructurings; significant changes in
our provision for income taxes and effective income tax rate;
unanticipated developments relating to health, safety or environmental
compliance or remediation obligations or liabilities to third parties,
labor relations, raw materials or energy; unavailability of raw
materials; changes in the cost of key and other raw materials, including
petroleum based coke, by reason of shortages, market pricing, pricing
terms in applicable supply contracts, or other events; changes in credit
markets, changes in
market prices of our securities, or other
events that affect our financing and capital structure plans; changes in
interest or currency exchange rates, competitive conditions, including
growth by producers in developing countries and the mix, distribution,
and pricing of their products; inflation; changes in appropriation of
government funds or failure to satisfy conditions to government grants;
changes in performance that affect financial covenant compliance or
funds available for borrowing; failure to achieve earnings or other
estimates; business interruptions adversely affecting our ability to
supply our products; and other risks and uncertainties, including those
detailed in our SEC filings, as well as future decisions by us.
This
news release does not constitute an offer or solicitation as to any
securities.
References to street or analyst earnings estimates
mean those published by First Call.
GTI-G
CONTACT:
GrafTech International Ltd.
Kelly Powell, Manager,
Investor Relations, 216-676-2000

text: GrafTech

text: GrafTech International Ltd.

label: fund

text: Falcon Mezzanine Partners, L.P.

override: fund

text: GrafTech

text: GrafTech

text: GrafTech

text: GrafTech

text: GrafTech

text: GrafTech

text: GrafTech International Ltd.

text: GrafTech International Ltd.

text: GrafTech International Ltd.

text: GrafTech International Ltd.


text:
EX-99
2
ex99-1.txt
EXHIBIT 99.1 MAP CLOSING
EXHIBIT 99.1
[GRAPHIC OMITTED]
News Release
FOR ADDITIONAL INFORMATION:
Ken Gordon
(859) 815-4195
(614) 886-4424 (cell)
kdgordon@ashland.com
FOR IMMEDIATE RELEASE:
June 30, 2005
ASHLAND INC. CLOSES MAP TRANSACTION
WITH MARATHON OIL CORPORATION
COVINGTON, Ky. - Ashland Inc. (NYSE: ASH) today announced the completion of
its previously announced agreement with Marathon Oil Corporation (NYSE:
MRO) to transfer Ashland's 38-percent interest in Marathon Ashland
Petroleum LLC (MAP) and two other businesses to Marathon Oil Corporation in
a transaction valued at approximately $3.7 billion. The two other
businesses are Ashland's maleic anhydride business and 60 Valvoline Instant
Oil Change (VIOC) centers in Michigan and northwest Ohio.
As a result of this transaction:
- Ashland shareholders of record as of the close of business on
June 30, 2005, will receive.2364 Marathon shares per Ashland
share. In total, Ashland's shareholders will receive
17,538,815 shares of Marathon common stock with an aggregate
value of $938 million based upon the June 29 closing price of
Marathon stock.
- Ashland received cash of $2,406 million and MAP accounts
receivable valued at $911 million. These amounts include
approximately $2.8 billion of cash and accounts receivable
included in the $3.7 billion transaction value, and
$518 million of cash and accounts receivable representing 38
percent of MAP's distributable cash as of June 30, 2005.
From March 18, 2004, through May 31, 2005, MAP had suspended
quarterly cash distributions to Ashland and Marathon. As previously
announced, on May 31 Ashland received a cash distribution from MAP of $268
million.
"Today, we have completed one of our key strategic objectives,"
said James J. O'Brien, Ashland's chairman and chief executive officer.
"This transaction demonstrates Ashland's commitment to deliver long-term
value to our shareholders and brings to a close a long and notable chapter
of our history in petroleum refining and marketing".
As previously announced, Ashland intends to use a substantial
portion of the transaction proceeds to retire all or most of the company's
outstanding debt and certain other financial obligations. Today, the
company has repaid $2.1 billion of debt or debt-like obligations;
approximately $400 million of obligations are expected to be repaid in the
September quarter or early in the December quarter.
The above transactions are expected to result in a net increase in
Ashland's cash and investment securities of approximately $1.1 billion.
This reflects the $2,406 million in cash and $911 million of accounts
receivable received in the transaction, the $268 million cash distribution
received on May 31 and the repayment of approximately $2.5 billion of debt
and other financial obligations.
Ashland currently does not anticipate that it will be obligated to
pay any tax under Internal Revenue Code Section 355(e) in connection with
this transaction. Whether Ashland is required to pay any such taxes will
depend upon, among other things, the trading price of new Ashland stock on
July 1, and the final adjusted tax basis of new Ashland stock, which will
be determined after July 1.
Ashland shareholders of record on June 30, 2005, will
automatically receive new Ashland shares within the next few weeks. In
addition, a letter of transmittal and instructions for exchanging old
Ashland shares for shares of Marathon stock will be mailed in July to the
Ashland shareholders of record on June 30, 2005. Ashland shareholders who
have shares deposited into a brokerage account will not need to do anything
to receive their new Ashland or Marathon stock. The Depository Trust
Corporation (DTC) will exchange the shares they hold directly with National
City Bank, the Exchange Agent, who in turn will send DTC the new Ashland
and Marathon shares.
"We are entering an exciting new era for Ashland", said O'Brien.
"Our wholly-owned businesses are well positioned in markets having
significant opportunities for continued growth. As such, we will focus
first and foremost on organic growth. When acquisitions provide the
opportunity to strengthen our core businesses and to deliver economic value
to our shareholders, we will carefully consider them. As always, we will
look to the creativity and knowledge of Ashland people to realize our
potential. I am privileged to lead this great team".
With the completion of this transaction, Ashland will operate as
two Sectors - Chemical and Transportation Construction. The Chemical Sector
provides innovative product and service solutions in adhesives; composite
polymers; metal casting solutions; water treatment; Valvoline(R) premium
motor oil and car care products; and chemicals and plastics distribution.
The Transportation Construction Sector, commercially known as Ashland
Paving And Construction, Inc. (APAC), is a major supplier of construction
materials including crushed aggregates and asphaltic concrete; and is one
of the nation's largest transportation construction contractors, doing
business in 14 southern and mid-western states.
Ashland Inc. (NYSE: ASH) is a Fortune 500 chemical and
transportation construction company providing products, services and
customer solutions throughout the world. To learn more about Ashland, visit
www.ashland.com.
- 0 -
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements, within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, with respect to Ashland's operating
performance. These estimates are based upon a number of assumptions,
including those mentioned within this news release. Such estimates are also
based upon internal forecasts and analyses of current and future market
conditions and trends, management plans and strategies, weather, operating
efficiencies and economic conditions, such as prices, supply and demand,
cost of raw materials, and legal proceedings and claims (including
environmental and asbestos matters). Although Ashland believes its
expectations are based on reasonable assumptions, it cannot assure the
expectations reflected herein will be achieved. This forward-looking
information may prove to be inaccurate and actual results may differ
significantly from those anticipated if one or more of the underlying
assumptions or expectations proves to be inaccurate or is unrealized or if
other unexpected conditions or events occur. Other factors and risks
affecting Ashland are contained in Ashland's Form 10-K, as amended, for the
fiscal year ended Sept. 30, 2004. Ashland undertakes no obligation to
subsequently update or revise the forward-looking statements made in this
news release to reflect events or circumstances after the date of this
release.
ADDITIONAL INFORMATION ABOUT THE MAP TRANSACTION
The registration statement containing the proxy statement/prospectus
relating to the transaction was declared effective by the SEC on May 20,
2005. The definitive proxy statement/prospectus relating to the transaction
was filed with the SEC on May 25, 2005 and was mailed on May 27, 2005 to
shareholders of record as of May 12, 2005. Investors and security holders
are urged to read those documents and any other relevant documents filed or
that will be filed with the SEC as they become available, because they
contain, or will contain, important information. Security holders may
obtain a free copy of the definitive proxy statement/prospectus and other
documents filed with the SEC by Ashland, ATB Holdings and New EXM at the
SEC's website at www.sec.gov. The definitive proxy statement/prospectus and
other documents filed with the SEC by Ashland, ATB Holdings and New EXM may
also be obtained for free in the SEC filings section on Ashland's Investor
Relations website at www.ashland.com/investors, or by directing a request
to Ashland at 50 E. RiverCenter Blvd., Covington, KY 41012. The respective
directors and executive officers of Ashland and other persons may be deemed
to be participants in solicitation of proxies in respect of the proposed
transaction. Information regarding Ashland's directors and executive
officers is available in its proxy statement filed with the SEC by Ashland
on December 14, 2004. Investors may obtain information regarding the
interests of participants in the solicitation of proxies in connection with
the transaction referenced in the foregoing information by reading the
definitive proxy statement/prospectus.

text: ASHLAND INC.

text: MARATHON OIL CORPORATION

text: Ashland Inc.

text: Marathon Oil Corporation

text: Marathon Oil Corporation

text: Ashland Inc.


text:
EX-99.1
8
tv501412_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
GlassBridge
Announces Divestiture of Nexsan Business
Company
is Now a Pure Play Asset Management Company
OAKDALE,
Minn., August 21, 2018 /
PRNewswire
/ - GlassBridge Enterprises, Inc. (OTCQX: GLAE)
("GlassBridge", the "Company" or "we") today announced the closing of the divestiture of the
Nexsan business (the "Transaction"). Through a series of transactions, the Company acquired all the capital stock
not owned by the Company of its partially owned subsidiary NXSN Acquisition Corp. ("NXSN") and subsequently sold
all of NXSN's rights, title and interest in the capital stock of Nexsan Corporation ("Nexsan") to
StoreCentric, Inc. Gross proceeds from the transaction are expected to be $5.67 million including certain repayments of
intercompany debts to GlassBridge. In addition, the Company announced the prepayment of its entire outstanding obligation
under a $4 million promissory note due to IOENGINE, LLC at a reduced price of $2.25 million.
"The
Transaction represents the final step in exiting our legacy businesses. I am pleased that through GlassBridge's executive
leadership we were able to get the Nexsan business to profitability and position it for such a strategic transaction. I want to
thank all the stakeholders of Nexsan - especially management, employees, customers and channel partners, and wish them continued
success in the future", stated Danny Zheng, GlassBridge Interim CEO and Nexsan's Outgoing CEO.
"This
Transaction positions the Company to singularly focus on executing its business plan of becoming a leading asset management company.
Going forward, we believe our investment solutions represent a unique and compelling value proposition for shareholders and investors.
We continue to support and grow our existing businesses - our hedge fund business and our venture capital and private equity
efforts - while simultaneously exploring additional opportunities to augment our asset management capabilities and strategies".
said Daniel Strauss, Chief Operating Officer.
About
GlassBridge Enterprises
GlassBridge
Enterprises, Inc. (OTCQX: GLAE) is a holding company. We actively explore a diverse range of new, strategic asset management business
opportunities for our portfolio. The Company's wholly-owned subsidiary, GBAM, is an investment advisor focused on technology-driven
and quantitative strategies and other alternative investment strategies. For more information, please visit GlassBridge's website
at
www.glassbridge.com
.
1
Forward-Looking
Statements
Certain
information contained in this press release which does not relate to historical financial information may be deemed to constitute
forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation,
our earnings, revenues, expenses or other future financial or business performance or strategies, our share repurchase program,
the launch of our asset management business and the impact of legal or regulatory matters on our business, results of operations
or financial condition. These statements may be preceded by, followed by or include the words "may", "might,"
"will", "will likely result", "should", "estimate", "plan", "project,"
"forecast", "intend", "expect", "anticipate", "believe", "seek", "continue,"
"target" or similar expressions. Such statements are subject to a wide range of risks and uncertainties that could cause
our actual results in the future to differ materially from our historical results and those presently anticipated or projected.
We wish to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements
speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect
events or circumstances arising after such date. Risk factors include various factors set forth from time to time in our filings
with the U.S. Securities and Exchange Commission (the "SEC") including the following: our need for substantial additional
capital in order to fund our business; our ability to realize the anticipated benefits of our restructuring plan and other recent
significant changes; the negative impacts of our delisting from the NYSE, including reduced liquidity and market price of our
common stock and the number of investors willing to hold or acquire our common stock; significant costs relating to pending and
future litigation; our ability to attract and retain talented personnel; the structure or success of our participation in any
joint investments; risks associated with any future acquisition or business opportunities; our need to consume resources in researching
acquisitions, business opportunities or financings and capital market transactions; our ability to integrate additional businesses
or technologies; the impact of our reverse stock split on the market trading liquidity of our common stock; the market price volatility
of our common stock; our need to incur asset impairment charges for intangible assets and goodwill; significant changes in discount
rates, rates of return on pension assets and mortality tables; our reliance on aging information systems and our ability to protect
those systems against security breaches; our ability to integrate accounting systems; changes in European law or practice related
to the imposition or collectability of optical levies; changes in tax guidance and related interpretations and inspections by
tax authorities; our ability to raise capital from third party investors for our asset management business; the efforts of key
personnel of the Clinton Group, Inc. ("Clinton") and the performance of Clinton's overall business; our ability
to comply with extensive regulations relating to the launch and operation of our asset management business; our ability to compete
in the intensely competitive asset management business; the performance of any investment funds we sponsor or accounts we manage,
including any fund or account managed by Clinton; difficult market and economic conditions, including changes in interest
rates and volatile equity and credit markets; our ability to achieve steady earnings growth on a quarterly basis in our asset
management business; the significant demands placed on our resources and employees, and associated increases in expenses, risks
and regulatory oversight, resulting from the potential growth of our asset management business; our ability to establish a favorable
reputation for our asset management business; the lack of operating history of our asset manager subsidiary and any funds that
we may sponsor; our ability to realize the anticipated benefits of the third-party investment in our partially-owned data storage
business; decreasing revenues and greater losses attributable to our partially-owned data storage products; our ability to quickly
develop, source and deliver differentiated and innovative products; our dependence on third parties for new product introductions
or technologies; our dependence on third-party contract manufacturing services and supplier-provided parts, components and sub-systems;
our dependence on key customers, partners and resellers; foreign currency fluctuations and negative or uncertain global or regional
economic conditions; and other risks and uncertainties set forth in our filings with the SEC. We assume no obligation to update
forward-looking statements except to the extent required by applicable securities laws. If we do update one or more forward-looking
statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
2
Disclaimers
This
press release does not constitute an offer to sell or a solicitation to buy any securities or otherwise invest in any investment
vehicle managed, advised or coordinated by GBAM (collectively, the "GlassBridge Vehicle"), and may not be relied upon
in connection with any investment or offer or sale of securities. Any such offer or solicitation may only be made pursuant to
the current Confidential Private Offering Memorandum (or similar document) for any such GlassBridge Vehicle, which is provided
only to qualified offerees and which should be carefully reviewed prior to investing. GBAM is a newly formed entity and the GlassBridge
Vehicles are currently either in formation state or have recently launched. GBAM is registered as an investment adviser with the
SEC under the U.S. Investment Advisers Act of 1940, as amended, or under similar state laws, and nothing in this press release
constitutes investment advice with respect to securities.
For
Further Information
Stockholders
of GlassBridge Enterprises, Inc. - Danny Zheng, Interim CEO, Chief Financial Officer, (651) 704-4311; Prospective Investors
in GlassBridge Vehicles -Robert Picard, Senior Managing Director, (732) 939-9000.
3

text: GlassBridge

text: GlassBridge Enterprises, Inc.

text: GlassBridge

text: NXSN Acquisition Corp.

text: StoreCentric, Inc.

text: GlassBridge

text: GlassBridge

text: Danny Zheng

text: GlassBridge

text: Daniel Strauss

text:
GlassBridge
Enterprises, Inc.

text: GlassBridge

text: Clinton Group, Inc.

text: GlassBridge

text: GlassBridge

text: GlassBridge

text: GlassBridge Enterprises, Inc.

text: Danny Zheng

text: GlassBridge


text:
EX-99.1
6
a14-16801_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Jason Fredette, Director, Investor Relations
(617) 219-1410
www.govreit.com
Government Properties Income Trust Purchases Shares of Select Income REIT
Newton, MA
(July 9, 2014): Government Properties Income Trust (NYSE: GOV) today announced that it has purchased 21,500,000 common shares of Select Income REIT (NYSE: SIR). The purchase price was equal to approximately $677.5 million, or $31.51 per share ($1.50 per share above SIR's closing price on July 8, 2014), plus approximately $11.3 million, or $0.53 per share, of accrued dividends as defined in the purchase agreement (total of approximately $688.8 million).
GOV purchased the SIR shares in a cash transaction from CommonWealth REIT (NYSE: CWH). Both GOV and SIR are managed by Reit Management & Research LLC ("RMR"), and RMR simultaneously purchased 500,000 common shares of SIR from CWH on the same terms as GOV.
GOV's purchase of the SIR shares was funded through borrowings under GOV's existing $550 million unsecured revolving credit facility and under a new $500 million unsecured term loan from Wells Fargo Bank and Citibank, N.A. The new term loan bears interest at the rate of LIBOR plus 175 basis points, subject to adjustments based on changes to GOV's unsecured debt ratings. The new term loan matures in July 2015 and can be repaid in part or whole at any time without penalty.
GOV made the following statement regarding today's announcement:
"We believe that this acquisition of SIR shares is a compelling investment opportunity for GOV and that it will add to the security and growth of GOV's cash flows in the future. Based on SIR's Normalized Funds From Operations and its dividend rate, GOV expects the acquisition of the SIR
shares to be immediately accretive to GOV and to remain so after this acquisition is long term financed with an appropriate mix of debt and equity depending upon market conditions".
Citigroup Global Markets Inc. acted as exclusive financial advisor to the Special Committee of GOV's Board of Trustees composed of Independent Trustees of GOV who are not also trustees of SIR.
Government Properties Income Trust is a real estate investment trust, or REIT, which primarily owns properties leased to the U.S. Government and state governments located throughout the United States. GOV is headquartered in Newton, MA.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER GOV USES WORDS SUCH AS "BELIEVE", "EXPECT", "ANTICIPATE", "INTEND", "PLAN", "ESTIMATE", OR SIMILAR EXPRESSIONS, GOV IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON GOV'S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. GOV'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THESE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
· THIS PRESS RELEASE STATES THAT THE NEW TERM LOAN FROM WELLS FARGO BANK AND CITIBANK, N.A. BEARS INTEREST AT LIBOR PLUS 175 BASIS POINTS. HOWEVER, ACTUAL COSTS UNDER THE NEW TERM LOAN WILL BE HIGHER THAN LIBOR PLUS 175 BASIS POINTS BECAUSE OF OTHER FEES AND EXPENSES ASSOCIATED WITH THE NEW TERM LOAN.
· THIS PRESS RELEASE STATES THAT GOV BELIEVES THE ACQUISITION OF SIR SHARES WILL ADD TO THE SECURITY AND GROWTH OF GOV'S CASH FLOWS IN THE FUTURE. THERE IS NO GUARANTEE THAT THE ACQUISITION OF SIR SHARES WILL
ADD TO THE SECURITY OR GROWTH OF GOV'S CASH FLOWS IN THE FUTURE, AND GOV'S CASH FLOWS MAY DECLINE IN THE FUTURE.
· THIS PRESS RELEASE STATES THAT GOV EXPECTS THE ACQUISITION OF THE SIR SHARES TO BE IMMEDIATELY ACCRETIVE TO GOV AND TO REMAIN SO AFTER THIS ACQUISITION IS LONG TERM FINANCED WITH AN APPROPRIATE MIX OF DEBT AND EQUITY DEPENDING UPON MARKET CONDITIONS. THE COST OF GOV'S DEBT AND EQUITY CAPITAL WILL VARY WITH MARKET CONDITIONS THAT ARE BEYOND GOV'S CONTROL. IF GOV'S CURRENT EXPECTATIONS ABOUT ITS FUTURE COST OF DEBT AND EQUITY CAPITAL ARE NOT REALIZED, SUCH COSTS MAY BE HIGHER THAN GOV NOW EXPECTS, AND IT MAY NOT BE POSSIBLE OR APPROPRIATE FOR GOV TO LONG TERM FINANCE THE ACQUISITION OF THE SIR SHARES WITH A MIX OF DEBT AND EQUITY CAPITAL WHICH WILL MAKE GOV'S ACQUISITION OF SIR SHARES ACCRETIVE TO GOV. ALSO, SIR'S HISTORICAL NORMALIZED FUNDS FROM OPERATIONS AND DIVIDEND RATE MAY CHANGE. FOR THESE REASONS, GOV'S ACQUISITION OF THE SIR SHARES MAY REDUCE OR DILUTE GOV'S NORMALIZED FUNDS FROM OPERATIONS.
THE INFORMATION CONTAINED IN GOV'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER "RISK FACTORS" IN GOV'S PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE GOV'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN ITS FORWARD LOOKING STATEMENTS. GOV'S FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON GOV'S FORWARD LOOKING STATEMENTS. EXCEPT AS REQUIRED BY LAW, GOV DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
(END)

text: Jason Fredette

text: Government Properties Income Trust

text: Select Income REIT

text: Government Properties Income Trust

text: GOV

text: Select Income REIT

text: SIR

text: SIR

text: GOV

text: SIR

text: CommonWealth REIT

text: CWH

text: GOV

text: SIR

text: Reit Management & Research LLC

text: RMR

text: RMR

review_confirmation: Agent row audit 1260-2519

text: SIR

text: CWH

text: GOV

text: GOV

text: SIR

text: GOV

text: GOV

text: GOV

text: SIR

text: GOV

text: GOV

text: SIR

text: GOV

text: SIR

text: GOV

text: Citigroup Global Markets Inc.

text: GOV

text: GOV

text: SIR

text: Government Properties Income Trust

text: GOV

text: GOV

text: GOV

text: GOV

text: GOV

text: GOV

text: SIR

text: GOV

text: SIR

text: GOV

text: GOV

text: GOV

text: SIR

text: GOV

text: GOV

text: GOV

text: GOV

text: GOV

text: GOV

text: SIR

text: GOV

text: SIR

text: GOV

text: SIR

text: GOV

text: SIR

text: GOV

text: GOV

text: GOV

text: GOV

text: GOV

text: GOV

text: GOV

text: GOV


text:
EX-99.2
3
v021202_ex99-2.htm
Exhibit
99.2
IMSI
Sells Allume Systems, Inc. for $12.75 Million in Cash & Stock
Sale
Proceeds Generate 127% Cash on Cash Return of Acquisition of Allume
Systems
From April 2004
NOVATO,
Calif., July 5 -- IMSI(R) (OTC Bulletin Board: IMSI), a leading developer and
publisher of consumer, business and precision design software solutions, today
announced the sale of its wholly owned subsidiary Allume Systems, Inc.
("Allume") for a combination of $11.0 million in cash and 397,547 shares of
the
common stock of Smith Micro Software, Inc. (Nasdaq: SMSI) valued at $1.75
million. Through the utilization of its net operating loss carryforwards, IMSI
does not expect to have any tax liability as a result of the sale.
"We
were
pleased with the results and the milestones achieved by Allume over the last
year but we believe the sale gives IMSI a unique opportunity to become a market
leader in the stock house plans market and take advantage of additional
opportunities in the distribution of content on the internet", said Martin
Wade,
IMSI CEO.
"With
the
acquisition of Weinmaster Homes, Ltd., the operator of the #2 Google ranked
site
www.globalhouseplans.com on July 1, 2005, our subsidiary, Houseplans, Inc.,
will
become the leading marketer of online house plans in Canada and significantly
strengthen our offering in the U.S.", said Gordon Landies, IMSI President.
"With
the strength of the base house plans business and the added resources of the
Weinmaster acquisition as well as the performance of our CAD business, we expect
our overall business in 2006 to demonstrate robust growth, operating earnings
and positive cash flow".
About
IMSI
Founded
in 1982, IMSI has established a tradition of providing the professional and
home
user with innovative technology and easy-to-use, high-quality software products
at affordable prices. The company maintains two business divisions. The
Precision Design division, anchored by IMSI's flagship product, TurboCAD(R)
and
the DesignCAD(TM) line, also develops and markets other visual content and
design software such as FloorPlan(R) 3D. The division also includes several
online properties focused on the sale of content and services to the
architectural, engineering and construction market thru its stock house plans
site at Houseplans.com, its CAD add-on store, Cadalog.com and the online CAD
symbol site, CADsymbols.com. The Consumer & Business Software Solutions
division, which provides small businesses and consumers with software solutions
through its popular products such as TurboProject(R), FormTool(R),
FlowCharts&More(TM), HiJaak(R) and TurboTyping(TM). More information about
IMSI can be found at www.imsisoft.com.
Safe
Harbor Statement
This
announcement contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act
of
1934, and within the meaning of the Private Securities Litigation Reform Act
of
1995. Actual results could differ materially from those projected in the
forward-looking statements as a result of various factors including the ability
of the company to successfully commercialize its new technologies as well as
risk factors set forth under "Factors Affecting Future Operating Results" in
the
company's annual report on Form 10-KSB for the year ended June 30, 2004, and
such other risks detailed from time to time in the company's reports filed
with
the Securities and Exchange Commission. The company undertakes no obligation
to
publicly release the result of any revisions to these forward-looking
statements, which may be made to reflect events or circumstances after the
date
hereof or to reflect the occurrence of unanticipated events.

text: IMSI

text: Allume Systems, Inc.

text: IMSI

text: IMSI

text: Allume Systems, Inc.

text: IMSI

text: IMSI

text: IMSI

text: Weinmaster Homes, Ltd.

text: IMSI

text: IMSI

text: IMSI

text: IMSI

text: IMSI


text:
EX-99.1
2
lvs_ex991x02232022.htm
EX-99.1
Document
EXHIBIT 99.1
Press Release
For Immediate Release
Sands Completes Sale of The Venetian Resort
in Las Vegas
Proceeds Enhance Liquidity and Support Investment in Current
Markets and Future Development Projects
LAS VEGAS, February 23, 2022 - Las Vegas Sands Corp. (NYSE: LVS) today announced it has completed the approximately $6.25 billion sale of The Venetian Resort (The Venetian, Palazzo and Venetian Expo) to affiliates of Apollo Global Management, Inc. and VICI Properties Inc.
"The opening of The Venetian more than 20 years ago represents the beginning of the company's success. The property, and most importantly, the people who represent it every day will always remain indelible parts of our history", said Las Vegas Sands Chairman and Chief Executive Officer Robert Goldstein. "Looking forward from the sale, we believe our strong balance sheet and an industry-leading portfolio of Integrated Resorts in Macao and Singapore, position the company to experience a new era of opportunity and growth".
"The top priorities for our company include heavily reinvesting in our portfolio in Asia while at the same time pursuing new land-based development opportunities and executing our long-term strategy for participating in the digital marketplace", Mr. Goldstein stated.
"Our commitment to long-term investment in Asia is highlighted by the recently announced $1 billion reinvestment at Marina Bay Sands in Singapore and the completion of the $2.2 billion renovation of The Londoner, and we will continue to place a premium on growing our industry-leading resorts in Asia.", said Patrick Dumont, the company's president and chief operating officer.
Mr. Goldstein believes in the future of The Venetian, and Las Vegas in general. "Las Vegas is continually evolving and is always able to rebound from challenging events like the pandemic and the global financial crisis. We have no doubt its importance as an international leisure and business tourism destination will only grow in the future as the city continues to innovate and introduce additional attractions and experiences for its visitors", said Mr. Goldstein.
Mr. Dumont said Sands will maintain its corporate headquarters in Las Vegas and will remain active in the community. "The foundation of this company was built in Las Vegas, and even though the overall size of the organization here will be smaller, it is important to each of us that we continue to strongly support our community".
Goldman Sachs & Co. LLC acted as exclusive financial advisor to Las Vegas Sands. Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor.
###
About Sands (NYSE: LVS)
Sands is the world's preeminent developer and operator of world-class Integrated Resorts that drive valuable business and leisure tourism and deliver significant economic benefits, sustained job creation, financial opportunities for local businesses and community investment to make our host regions ideal places to live, work and visit.
Sands' portfolio of properties include the iconic Marina Bay Sands in Singapore and The Venetian Macao, The Plaza and Four Seasons Hotel Macao, The Londoner Macao, The Parisian Macao and Sands Macao in Macao SAR, China, through majority ownership in Sands China Ltd.
Sands is dedicated to being a model corporate citizen, anchored by the core tenets of serving people, planet and communities, and our corporate responsibility performance has led to recognition as one of Fortune's World's Most Admired Companies and inclusion on the Dow Jones Sustainability Indices for World and North America. To learn more, visit www.sands.com.
2
Forward-Looking Statements
This press release contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the company's control, which may cause material differences in actual results, performance or other expectations. Statements that are not historical or current facts, including statements about beliefs and expectations and statements relating to the transaction involving the company, Apollo Global Management, Inc. and VICI Properties Inc., are forward-looking statements. These forward-looking statements are often, but not always, made through the use of words or phrases such as "may", "will", "anticipate", "estimate", "plan", "project", "continuing", "ongoing", "expect", "believe", "intend", "predict", "potential", "opportunity" and similar words or phrases or the negatives of these words or phrases. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including, but not limited to: the uncertainty of the extent, duration and effects of the COVID-19 pandemic and the response of governments and other third parties, including government-mandated property closures, vaccine mandates, regular testing requirements, other increased operational regulatory requirements or travel restrictions, on our business, results of operations, cash flows, liquidity and development prospects; risks relating to our gaming licenses and subconcession, including the renewal or extension of the subconcession in Macao that expires on June 26, 2022 and proposed amendments to Macao's gaming laws; general economic conditions; disruptions or reductions in travel and our operations due to natural or man-made disasters, pandemics, epidemics, or outbreaks of infectious or contagious diseases; our ability to invest in future growth opportunities; execute our previously announced capital expenditure programs in both Macao and Singapore, and produce future returns; new development, construction and ventures; government regulation; our subsidiaries' ability to make distribution payments to us; substantial leverage and debt service; benchmark interest rate transitions for some of our debt instruments; fluctuations in currency exchange rates and interest rates; our ability to collect gaming receivables; win rates for our gaming operations; risk of fraud and cheating; our relationship with gaming promoters; competition; tax law changes; political instability, civil unrest, terrorist acts or war; legalization of gaming; insurance; unanticipated difficulties or expenditures relating to the transaction; legal proceedings, judgments or settlements, including those that may be instituted against the company, the company's board of directors and executive officers and others following the announcement of the transaction; disruptions of current plans and operations caused by the announcement of the transaction; potential difficulties in employee retention due to the announcement of the transaction; the response of customers, suppliers, business partners and regulators to the announcement of the transaction; and other risks and uncertainties and the factors identified under "Risk Factors" in Part I, Item 1A of the company's Annual Report on Form 10-K
3
for the year ended December 31, 2021, and updated in subsequent reports filed by the company with the SEC. These reports are available at www.sec.gov. Forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update them in light of new information or future events.
Contacts:
Investment Community:
Daniel Briggs
Daniel.Briggs@Sands.com
Media:
Ron Reese
Ron.Reese@Sands.com
4

text: Sands

text: The Venetian Resort

text: Las Vegas Sands Corp.

text: The Venetian Resort

text: Apollo Global Management, Inc.

text: VICI Properties Inc.

text: Sands

text: Patrick Dumont

text: Sands

text: Goldman Sachs & Co. LLC

text: Sands

text: Sands

text: Sands

text: Sands

text: Sands

text: Sands

text: Sands

text: Apollo Global Management, Inc.

text: VICI Properties Inc.