text:
EX-99.1
4
f36794exv99w1.htm
EXHIBIT 99.1
exv99w1
Exhibit 99.1
News Release
Endwave Completes Repurchase of Shares from Wood River Funds
SAN JOSE, CA - December 26, 2007 -
Endwave Corporation (Nasdaq: ENWV) today announced that it has
consummated the purchase of shares under the previously-announced stock purchase agreement with the
Wood River Funds. Under the stock purchase agreement, Endwave acquired 2,502,247 shares of
Endwave common stock held by the Wood River Funds. The remaining 1,600,000 shares of Endwave common
stock held by the Wood River Funds were sold to institutional investors. The price per share paid
by Endwave in the share repurchase was $6.83. The receiver, on behalf of the Wood River entities,
has reimbursed Endwave $300,000 for professional expenses incurred by Endwave and the mutual
releases of claims set forth in the amended and restated settlement agreement have become
effective.
"After two years of uncertainty, we are pleased to reach a final resolution with the Receiver for
the Wood River Funds", said Ed Keible, Endwave's President and Chief Executive Officer. "We
believe this repurchase will improve the liquidity of our common stock and eliminates the overhang
that has concerned many of our stockholders".
About Endwave
Endwave Corporation designs, manufactures and markets RF modules that enable the transmission,
reception and processing of high-frequency signals in telecommunications networks, defense
electronics and homeland security systems. Our RF modules are typically used in high-frequency
applications and include integrated transceivers, amplifiers, synthesizers, oscillators, up and
down converters, frequency multipliers and microwave switch arrays. Endwave has 42 issued patents
covering its core technologies including semiconductor and proprietary circuit designs. Endwave
Corporation is headquartered in San Jose, CA, with operations in Diamond Springs, CA; El Dorado
Hills, CA; Andover, MA; and Chiang Mai, Thailand. Additional information about the company can be
accessed from the company's web site.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
This press release may contain forward-looking statements within the meaning of the Federal
securities laws and is subject to the safe harbor created thereby. Forward-looking statements are
based on management's current preliminary expectations and are subject to risks, uncertainties and
assumptions. Forward-looking statements contained in this press release should be considered in
light of those factors discussed from time to time in Endwave's public reports filed with the
Securities and Exchange Commission, such as those discussed under "Risk Factors" in Endwave's most
recent Annual Report on
Form 10-K
, and subsequently-filed reports on
Form 10-Q
. Endwave does not
undertake any obligation to update such forward-looking statements.
Contact:
Mary McGowan
Summit IR Group, Inc.
408-404-5401
mary@summitirgroup.com

text: Endwave

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text: Wood River Funds

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dataset: buster

text:
EX-99.2
2
tnfg8k102010ex991.htm
PRESS RELEASE
TNFG Corporation - Exhibit 99.1
Exhibit No. 99.1
TERRA NOVA FINANCIAL GROUP COMPLETES ASSET SALE TO LIGHTSPEED
FINANCIAL
CHICAGO, IL and New York, NY - October 20, 2010
- TNFG Corporation, formerly Terra Nova Financial Group, Inc. (OTCBB: TNFG) and
Lightspeed Financial, Inc. today announced that they have completed the transaction
whereby Lightspeed has acquired 100% of the membership interest of Terra Nova
Financial, LLC for a purchase price of approximately $27.6 million.
As previously announced, the purchase price of $27.6 million consists of an initial
cash payment of $22.6 million and a $5.0 million promissory note bearing interest
at a rate of 8% and due within six months of closing or the earlier release of
clearing deposits held Terra Nova's clearing firm.
Based on TNFG's current estimates of its post-closing expenses, assets and liabilities,
and taking into account the expected timing of the payment of the Lightspeed promissory
note, TNFG estimates that it will have approximately $24 million to $27 million
in cash available for distribution to its shareholders (approximately $0.95 -
$1.07 per share). TNFG expects to make an initial distribution of cash soon after
the closing of the sale of Terra Nova Financial and the dissolution of TNFG, with
a further distribution being made in connection with the expected liquidation
of TNFG following receipt of cash payment on the Lightspeed promissory note.
About Lightspeed Financial, Inc.
Headquartered in New York City, Lightspeed Financial operates through three wholly-owned
subsidiaries:
Lightspeed Trading, LLC operates as a fully disclosed introducing broker-dealer
and FINRA and NFA member. The Company offers securities and direct access brokerage,
trading and advanced order routing services to their clients utilizing Lightspeed's
software products.
Lightspeed Technologies, LLC serves as the Company's technology development subsidiary.
Lightspeed develops and operates Lightspeed Trader, Lightspeed's Direct Market
Access trading software application; Lightspeed Gateway, Lightspeed algorithmic
trading offering; Lightspeed Risk, a real-time risk management application; and
Lightspeed Admin, Middle Office Technology suite. Utilizing a number of proprietary
technologies, Lightspeed offers these products and more to broker-dealers, institutional
entities and professional traders.
Lightspeed Education, LLC delivers educational products to the Lightspeed Trading,
LLC customer community. These products include third party educational tools,
webinars and the Lightspeed Spotlight social community. www.lightspeed.com
Lightspeed Financial, Lightspeed Technologies, Lightspeed Trading, Lightspeed
Education and the Lightspeed logo are trademarks or registered trademarks of Lightspeed
Financial, Inc.
4
About TNFG Corporation, formerly Terra Nova Financial
Group, Inc.
TNFG
Corporation trades under the stock symbol "TNFG" and is listed on the OTC Bulletin
Board.
Forward-looking statements
Certain
statements in this release may constitute "forward-looking" statements as defined
in Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange
Act of 1934, and other laws and regulations. Such forward-looking statements involve
known and unknown risks and other important factors that could cause the actual
results or performance of the company to differ materially from any future results
expressed or implied by such forward-looking statements. Forward-looking statements
can be identified by, among other things, the use of forward-looking language,
such as the words "plan", "believe", "will", "expect", "anticipate", "intend,"
"project", or other similar words, or the negative of these terms or comparable
language, or by discussion of strategy or intentions. This cautionary statement
is being made pursuant to applicable securities laws with the intention of obtaining
the benefits of the "safe harbor" provisions of such laws. The Company cautions
investors that any forward-looking statements made by the Company are not guarantees
or indicative of future performance and are qualified by the inherent risks and
uncertainties surrounding future expectations generally, and also may materially
differ from actual future experience involving any one or more of such matters.
Such risks and uncertainties include: unknown liabilities and claims; unanticipated
expenses, or higher than expected expenses and costs in dissolving and winding
up the Company's business; the ability to obtain SEC reporting relief; and the
risks that are described from time to time in our reports filed with the SEC,
including our Annual Report on Form 10-K for the year ended December 31, 2009,
as amended, which are available at the SEC's web site http://www.sec.gov. This
report speaks only as of its date, and except as required by law, the Company
assumes no obligation to update or revise any forward-looking statements in this
press release, whether as a result of new information, future events, or otherwise.
Press Contacts:
For TNFG Corporation
Murrey Wanstrath - 214-954-0324
###
5

label: organization

text: Lightspeed Financial, Inc.

text: Lightspeed

text:
Terra Nova
Financial, LLC

text: Lightspeed

text: Lightspeed

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text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text: Lightspeed

text:
Lightspeed
Financial, 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
2
brook99.htm
EXHIBIT 99.1 - PRESS RELEASE
Contact:
FOR IMMEDIATE RELEASE
Francie Nagy
Investor Relations
Tel: +1-212-515-4625
Brookdale Completes AEW Acquisition of 5 Facilities
Chicago, IL. May 1, 2006 - Brookdale Senior Living Inc. (NYSE: BKD) announced today that it acquired 5 properties from AEW Capital Management for $179.5 million. The Company funded the acquisition with approximately $124.5 million of senior mortgage debt and the balance of the purchase price with cash.
The portfolio is comprised of 5 independent living, assisted living and CCRC facilities, containing a total of 813 units/beds located in California, Ohio and Washington. Currently, the properties are managed by three different operators. Following the closing, Brookdale may sell up to 50% of its investment to a third-party investor in exchange for increased management fees.
Brookdale expects to complete the closing on the remaining facility in the second quarter of 2006 and to close on an outstanding skilled nursing building, part of the CCRC campus in Bakersfield, CA, upon regulatory approval in the third quarter of 2006. Both buildings were previously included in the initial announcement regarding the AEW portfolio definitive agreement.
Since its IPO in November 2005, Brookdale has purchased or announced commitments to purchase $727 million in senior housing assets representing 8,885 units/beds (subject, in certain cases, to the completion of due diligence). If all transactions were to close, Brookdale would invest approximately $307 million in equity in these transactions. The Company will use its existing cash and a corporate acquisition line to fund the equity component of these acquisitions.
About Brookdale Senior Living
Brookdale Senior Living Inc. is a leading owner and operator of senior living facilities throughout the United States. The Company is committed to providing an exceptional living experience through properties that are designed, purpose-built and operated to provide the highest-quality service, care and living accommodations for residents. The Company owns and operates independent, assisted and dementia-care facilities, with a total of 450 facilities in 32 states and the ability to serve approximately 34,600 residents.
Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to our ability to close the acquisition, satisfaction of closing conditions, obtaining consents, the exercise of our due diligence termination rights, and the timing of the closing of the acquisition. Words such as "expect(s)" and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements; Brookdale can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from Brookdale's expectations
include, but are not limited to, whether conditions to the closing of the transaction will not be satisfied and other risks detailed from time to time in Brookdale's SEC reports. Such forward-looking statements speak only as of the date of this press release. Brookdale expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
For more information regarding Brookdale and to be added to our email distribution list, please visit http://www.brookdaleliving.com.

text: Brookdale

text: Brookdale Senior Living Inc.

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text: AEW Capital Management

override: fund

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text: Brookdale


text:
EX-99.1
2
ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
News
Release
FOR
IMMEDIATE RELEASE
DATE:
March
16, 2007
CONTACT:
Robert
H. King,
R.
Scott Horner,
President
Executive
Vice President
856
273 5900
856
273 5900
rking@sterlingnj.com
shorner@sterlingnj.com
Sterling
Bank Completes Holding Company Reorganization and Acquisition of Farnsworth
Bancorp, Inc.
Mt
Laurel, NJ- Sterling Bank (NASDAQ:
STNJ) today announced the completion of its reorganization into a holding
company structure and the simultaneous completion of the acquisition of
Farnsworth Bancorp, Inc. and its subsidiary, Peoples Savings Bank. Sterling
Banks, Inc. is the new holding company for Sterling Bank, which will acquire
all
of the operations of Peoples Savings Bank. The combined organizations will
operate 11 branches in Burlington and Camden Counties, New Jersey. Effective
March 19, 2007, Sterling Banks, Inc. will commence trading on the NASDAQ Capital
Market under the ticker symbol STBK.
Robert
H.
King, President and Chief Executive Officer of Sterling Bank, said, "We are
pleased to have concluded these two transforming events for Sterling Bank.
It
has been a long process since we commenced the effort to form a holding company
in April 2006, but we are confident that our new holding company structure
and
the expansion resulting from the addition of Peoples Savings Bank will improve
our operating platform, and serve as a basis for the enhancement of shareholder
value as we move forward".
Shareholders
of Sterling Bank will receive one share of common stock of Sterling Banks,
Inc.
for each share of Sterling Bank that they currently hold. The conversion of
shares of Sterling Bank into shares of Sterling Banks, Inc. occurred without
the
physical exchange of certificates, and certificates formerly representing shares
of Sterling Bank are deemed to represent shares of Sterling Banks, Inc. As
a
result, shareholders of Sterling Bank became shareholders of Sterling Banks,
Inc. and have the same number of shares and percentage ownership and the same
rights, privileges and interests with respect to Sterling Banks, Inc. that
they
held in Sterling Bank immediately prior to the reorganization. The holding
company reorganization is tax free to all shareholders.
As
previously announced, Farnsworth shareholders who made elections to receive
common stock of Sterling Banks, Inc., cash, or a combination thereof, will
receive the merger consideration they elected. Outstanding shares of Farnsworth
common stock that were not subject to a properly-made election will be converted
into a combination of Sterling Banks, Inc. stock and cash, with 25.038 % of
such
shares held by each holder thereof being converted into stock, and 74.961%
being
converted into cash.
Sterling
also announced the appointment of two former Farnsworth directors to the Board
of Sterling, as contemplated by the merger agreement between Sterling and
Farnsworth. G. Edward Koenig, Jr. and John J. Maley, Jr. were appointed as
directors of Sterling effective March 16, 2007. Mr. Koenig is a licensed real
estate agent and a long time director (1981) of Farnsworth. He also sits on
the
Burlington County Military Affairs Committee Executive Board. Mr. Maley, a
Certified Public Accountant, is principal of a public accounting firm, and
has
been a director of Farnsworth since 2004. A. Theodore Eckenhoff, Chairman of
the
Board of Sterling Bank noted, "We are pleased to add these quality individuals
to Sterling's board and look forward to their assistance regarding the
integration of Peoples Savings Bank, and their participation in the ongoing
development of Sterling Bank's, Inc".
Sterling
Bank is a community bank headquartered in Burlington County, New Jersey.
Sterling Bank's main office is located in Mount Laurel, New Jersey, and its
six
other Community Banking Centers are located in Burlington and Camden Counties
in
New Jersey. Sterling Bank began operations in December 1990 with the purpose
of
serving consumers and small to medium-sized businesses in its market area.
The
Bank's deposits are insured to the applicable regulatory limits per depositor
by
the Federal Deposit Insurance Corporation. Sterling Bank is a member of the
Federal Reserve System. The common stock of Sterling Bank is traded on the
NASDAQ Capital Market under the symbol "STNJ". For additional information about
Sterling Bank visit our website at.
This
news
release may contain certain forward-looking statements, such as statements
of
Sterling Bank's plans, objectives, expectations, estimates and intentions.
Forward-looking statements may be identified by the use of words such as
"expects", "subject", "believe", "will", "intends", "will be" or "would." These
statements are subject to change based on various important factors (some of
which are beyond Sterling Bank's control) and actual results may differ
materially. Accordingly, readers should not place undue reliance on any
forward-looking statements (which reflect management's analysis only as of
the
date of which they are given). These factors include general economic
conditions, trends in interest rates, the ability of our borrowers to repay
their loans, the ability of Sterling Bank to effectively manage its growth,
and
results of regulatory examinations, among other factors. Sterling Bank cautions
that the foregoing list of important factors is not exclusive. Readers should
carefully review the risk factors described in other documents Sterling Bank
files from time to time with the Federal Reserve, including its Annual Report
on
Form 10-KSB for the year ended December 31, 2005, Quarterly Reports on Form
10-QSB, and Current Reports on Form 8-K.

label: person

text:
R.
Scott Horner

text:
Sterling
Bank

text:
Farnsworth
Bancorp, Inc.

text: Sterling Bank

text: Farnsworth Bancorp, Inc.

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text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

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text: Sterling Bank

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Sterling
Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank

text: Sterling Bank


text:
EX-99.1
4
ex991to8k09196_05022014.htm
ex991to8k09196_05022014.htm
Exhibit 99.1
Remark Media Announces Acquisition of Hotelmobi
Represents Commitment to the Mobile Travel Vertical in Both the U.S. and Asia
Las Vegas, NV May 7, 2014 - Remark Media Inc. (NASDAQ:
MARK
), a global digital media company, announced today that it has acquired Hotelmobi Inc., a company engaged in the business of developing, owning and operating hotel booking applications, including its "Roomlia" application currently in development.
PhoCusWright estimates that by 2015, mobile will account for one-quarter of U.S. online travel sales, driving $40 billion in revenue.
Shing Tao, Chairman and Chief Executive of Remark Media said, "We are excited to be entering the fast growing mobile travel market and are fortunate to be partnered with two seasoned industry executives in Michael Reichartz and Jim Ferguson. They are pioneers in online travel having launched and built Expedia's merchant hotel business".
Remark Media expects that the rollout of the "Roomlia" application will be completed in the third quarter of 2014 domestically and in Asia in the second half of 2015.
About Remark Media
Remark Media, Inc. (NASDAQ:
MARK
) is a global digital media company focusing on delivering original content to the 18-to-34 year old demographic primarily in Asia and the United States through its assets focused on consumer verticals, including: Bikini.com, Banks.com, US Tax Center at IRS.com, FileLater.com, TaxExtension.com, MyStockFund, BoWenWang and ComoTudoFunciona. The Company is headquartered in Las Vegas.
Forward-Looking Statements
This press release contains "forward-looking statements", as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be in the future tense, and often include words such as "anticipate", "expect", "project", "believe", "plan", "estimate", "intend", "will" and "may". These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of Remark Media. Relevant risks and uncertainties include those referenced in Remark Media's filings with the SEC, and include but are not limited to: our losses and need to raise capital; successfully developing and launching the Boxing Channel; reliance on third parties such as PPTV; ability to procure content and monetize audiences; restrictions on intellectual property under agreements with third parties; challenges inherent in developing an online business; reliance on key personnel; risks of business in foreign countries, notably China and Brazil, including obtaining regulatory approvals and adjusting to changing political and economic policies; governmental laws and regulations, including unclear and changing laws and regulations related to the internet sector in foreign countries, especially China; general industry conditions and competition; and general economic conditions, such as advertising rate, interest rate and currency exchange rate fluctuations. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. Remark Media assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.
Contact:
Remark Media, Inc.
Investor Relations
(702) 701-9517
ir@remarkmedia.com

text: Remark Media

text: Hotelmobi

text: Remark Media Inc.

text: Hotelmobi Inc.

text: Shing Tao

text: Remark Media

text: Remark Media

text: Remark Media

text: Remark Media

text: Remark Media

text: Remark Media

text: Remark Media

text: Remark Media


text:
EX-99.1
3
exhibit991.htm
EXHIBIT 99.1
Exhibit
Castlight Health Completes Strategic Acquisition of Jiff
San Francisco, CA - April 3, 2017 - Castlight Health, Inc. (NYSE: CSLT) today announced that it has completed its acquisition of Jiff to create the most comprehensive health benefits platform in the industry. Serving more than 240 customers, the combined company's platform will seek to improve every aspect of an employee's health experience - from staying healthy, to accessing care, to managing a condition - while helping benefits leaders lower healthcare costs and increase workforce wellbeing.
"Benefit leaders are eager for a health benefits platform that drives employee engagement and reduces the administrative burden of managing multiple health benefit solutions. The combination of Castlight and Jiff enables us to address these needs in one solution", said John Doyle, chief executive officer of Castlight Health. "Together, we will leverage our data and ecosystem partnerships to deliver a truly personalized experience for employees. Our ability to deliver this experience in complex benefits environments with best-of-breed point solutions is unique in the market".
Castlight issued approximately 27 million shares and options to former Jiff equity holders, which represents approximately 20 percent of the combined company on a fully-diluted basis. The issuance of up to an additional four million shares is contingent on Jiff's achievement of specific 2017 growth objectives. As previously announced, a number of management and board of directors changes became effective today with the completion of the transaction. John Doyle assumed the role of chief executive officer, and former Jiff chief executive officer Derek Newell was named president. Castlight Health co-founder Giovanni Colella transition from CEO to executive chairman of the board, and John Doyle, Derek Newell and Jiff co-founder James Currier were appointed to the board. Additionally, Ann Lamont stepped down from the board.
Castlight plans to provide GAAP revenue guidance for the combined company when it announces financial results for the first quarter of 2017.
About Castlight Health
Our mission is to empower people to make the best choices for their health and to help companies make the most of their health benefits. We offer a health benefits platform that engages employees to make better healthcare decisions and can guide them to the right program, care, and provider. The platform also enables benefit leaders to communicate and measure their programs while driving employee engagement with targeted, relevant communications. Castlight has partnered with enterprise customers, spanning millions of lives, to improve healthcare outcomes, lower costs, and increase benefits satisfaction.
###
Media Contact: Courtney Lamie
press@castlighthealth.com
276-492-4248
Investor Contact: Gary J. Fuges, CFA
ir@castlighthealth.com
415-829-1680
Safe Harbor Forward-Looking Statements
This press release contains forward-looking statements about Castlight Health's expectations, plans, intentions, and strategies, including, but not limited to, statements regarding the anticipated future combined operations, products and services of Castlight and Jiff, and the impact on Castlight's business relating to the completion of the Jiff acquisition and market expansion opportunities. Statements including words such as "anticipate", "believe", "estimate", "will", "continue", "expect", or "future", and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause our actual results and performance to differ materially from those expressed or implied by such forward-looking statements. Such risk factors include those related to: the potential impact on the businesses of Castlight Health and Jiff due to uncertainties regarding the acquisition; the retention of employees of Jiff and the ability of Castlight Health to successfully integrate Jiff and to achieve expected benefits; general economic conditions; fluctuations and volatility in Castlight Health's stock price; the ability of Castlight Health to successfully execute strategic plans; maintaining customer and partner relationships; the timing and market acceptance of new releases and upgrades; and the successful development of new products, and the degree to which these products and businesses gain market acceptance. Additional information concerning these and other risks and uncertainties include those described in Castlight Health's documents filed with or furnished to the Securities and Exchange Commission. All forward-looking statements in this press release are based on information available to Castlight Health as of the date hereof. Castlight Health assumes no obligation to update these forward-looking statements.
Copyright 2017 Castlight Health, Inc. Castlight Health® is the registered trademark of Castlight Health, Inc. Other company and product names may be trademarks of the respective companies with which they are associated.

text: Castlight Health

text: Jiff

text: Castlight Health, Inc.

text: Jiff

text: Jiff

text: John Doyle

text: Castlight Health

text: Jiff

text: Jiff

text: John Doyle

text: Jiff

text: Castlight Health

text: John Doyle

text: Jiff

text: Castlight Health

text: Castlight Health

text: Jiff

text: Jiff

text: Castlight Health

text: Jiff

text: Jiff

text: Castlight Health

text: Jiff

text: Castlight Health

text: Castlight Health

text: Castlight Health

text: Castlight Health

text: Castlight Health

text: Castlight Health, Inc.

text: Castlight Health

text: Castlight Health, Inc.


text:
EX-99.1
2
mrvexhibit991.htm
EXHIBIT 99.1
Exhibit
MRV Closes Sale of Tecnonet S.p.A.
Focuses on Network Equipment Business
CHATSWORTH, Calif..- Dec. 7, 2015 -MRV Communications (NASDAQ: MRVC), a global provider of packet and optical networking solutions, closed the sale of Tecnonet S.p.A., its Network Integration subsidiary based in Rome, Italy, to Maticmind S.p.A. based in Milan, Italy for the initial total consideration of €19.7 million or approximately $21.5 million. The consideration included a cash payment by Maticmind to MRV of €15.6 million received at closing plus cash payments made by Tecnonet to MRV, prior to closing that totaled €4.1 million to repay an intercompany obligation. The repayment was facilitated by third party debt acquired by Tecnonet and assumed at closing by Maticmind. Within 60 days of closing, a post-closing adjustment will commence, based on changes in cash and debt of Tecnonet, as provided for in the purchase agreement.
"We are pleased to have achieved the sale of the Network Integration business both for the value received and as it allows us to focus all of our energy on the Network Equipment business and support of our vision as an end-to-end packet and optical networking solutions provider", stated MRV President and Chief Executive Officer Mark Bonney. "The Network Equipment business has higher gross margins and greater potential than the Network Integration business had." Bonney continued, "While we have experienced, and continue to see challenging conditions in the equipment market, we are confident that with a stronger balance sheet, an enhanced product line and our differentiated end-to-end packet and optical solutions, we are better positioned to serve our customers and make a more significant impact on this dynamic market".
Norton Rose Fulbright LLP in New York and Italy served as legal advisors for MRV.
About MRV Communications
MRV Communications is a global supplier of packet and optical solutions that power the world's largest networks. MRV products combine innovative hardware with intelligent software to make networks smarter, faster and more efficient. Dedicated to the continued success of our customers, MRV enables service providers, data center operators and large enterprises to cost-effectively evolve their networks to address mission-critical applications, such as high-capacity cloud and data center connectivity, business services, mobile backhaul and the migration to virtualized and programmable networks. Founded in 1988, MRV is headquartered in Southern California with additional marketing, research and development facilities outside of Boston and in Israel. For more information please visit www.mrv.com.
Forward Looking Statements
This press release may contain statements regarding future financial and operating results of MRV, management's assessment of business trends, and other statements about management's future expectations, beliefs, goals, plans or prospects and those of the market segments in which MRV is engaged that are based on management's current expectations, estimates, forecasts and projections about MRV and its consolidated businesses and the respective market segments in which MRV's businesses operate, in addition to management's assumptions. Statements in this press release regarding MRV's future financial and operating results, which are not statements of historical facts, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate", "appear", "believe", "estimate", "expect", "intend", "may", "should", "plan", "project", "contemplate", "target", "foresee", "goal", "likely", "will", and "would" or variations of such words and similar expressions, are intended to identify such forward-looking statements which are not statements of historical facts. These forward-looking statements are not guarantees of future performance nor guarantees that the events anticipated will occur or expected conditions will remain the same or improve. These statements involve certain risks, uncertainties and assumptions, the likelihood of which are difficult to assess and may not occur, including risks that each of its business segments may not make the expected progress in its respective market, or that management's long-term strategy may not achieve the expected results. Therefore, actual outcomes, performance and results may differ from what is expressed or forecast in such forward-looking statements, and such differences may vary materially from current expectations.
For further information regarding risks and uncertainties associated with MRV's businesses, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of MRV's SEC filings, including, but not limited to its annual report on Form 10-K for the year ended December 31, 2014, copies of which may be obtained by contacting MRV's investor relations department or by visiting MRV's website at http://www.mrv-corporate.com or the SEC's EDGAR website at http://www.sec.gov. All information in this release is as of December 7, 2015 unless otherwise stated. MRV undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in MRV's expectations.
IR Contact: Cathy Mattison/Kirsten Chapman, LHA, (415) 433-3777, ir@mrv.com

text: MRV

text: Tecnonet S.p.A.

text: MRV Communications

text: Tecnonet S.p.A.

text: Maticmind S.p.A.

text: Maticmind

text: MRV

text: Tecnonet

text: MRV

text: Tecnonet

text: Maticmind

text: Tecnonet

text: MRV

text: Norton Rose Fulbright LLP

text: MRV

text: MRV Communications

text: MRV Communications

text: MRV

text: MRV

text: MRV

text: MRV

text: MRV

text: MRV

text: MRV

text: MRV

text: MRV

text: MRV

text: MRV

text: MRV

text: MRV

text: MRV


text:
EX-99.1
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d184457dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Samsung Electronics Completes Acquisition of HARMAN
SEOUL, Korea and STAMFORD, Conn., March
10, 2017 -
Samsung Electronics Co., Ltd. (KRX: 005930) ("Samsung") today
announced it has completed the previously announced acquisition of Harman International Industries, Incorporated ("HARMAN"). Under the terms of the merger agreement, HARMAN stockholders will receive $112.00 per share in cash. The
completion follows the satisfaction of all conditions to the closing of the transaction, including approval of the transaction by HARMAN stockholders and receipt of all necessary regulatory approvals in the United States and certain foreign
jurisdictions.
"Today is a historic moment for us. The close of this transaction opens the door to create substantial growth opportunities and
deliver greater benefits for customers worldwide", said Young Sohn, President and Chief Strategy Officer of Samsung Electronics, and Chairman of the Board, HARMAN. "We see transformative opportunities in the car - and a future which
seamlessly connects lifestyle across automotive, home, mobile and work. Samsung's and HARMAN's leadership in these spaces perfectly positions Samsung to be the preferred partner to our OEM customers. In addition, bringing together
HARMAN's iconic audio brands and capabilities paired with Samsung's leading display technologies will deliver enhanced audio and video experiences to consumers and professional end markets. And most importantly, we are enthusiastic about
our common vision, the similarities in our culture of innovation, and the added value we can create for customers. We look forward to working with all of HARMAN's employees to execute on our vision".
"We are excited to have completed the transaction, which provides compelling cash value to our stockholders, benefits our customers and provides new
opportunities for our employees", said Dinesh Paliwal, HARMAN President and CEO. "Samsung shares our commitment to our customers and our culture of speed, innovation and execution. Samsung provides HARMAN with the scale, platform and
complementary technologies to accelerate growth and extend our global market leadership in automotive, smart audio and connected technologies. Recognizing the importance of partnerships in an increasingly connected world, particularly in automotive,
we are poised to leverage our combined teams and resources to produce even greater value for our customers. Working closely with automakers and other technology companies, Samsung and HARMAN will define - and drive - the future of
automotive".
In connection with the completion of the transaction, HARMAN's common stock will cease trading prior to market open on
March 13, 2017 and will be delisted from the New York Stock Exchange. HARMAN will operate as a standalone Samsung subsidiary, overseen by a Board of Directors led by Mr. Sohn. Mr. Paliwal will remain CEO of HARMAN, leading the Company
with his management team, and will continue to serve as a member of its Board. Samsung is retaining HARMAN's work force, headquarters and facilities, as well as all of its consumer and professional audio brands.
About Samsung Electronics Co., Ltd.
Samsung inspires the
world and shapes the future with transformative ideas and technologies. The company is redefining the worlds of TVs, smartphones, wearable devices, tablets, digital appliances, network systems, and semiconductor and LED solutions. For the latest
news, please visit the Samsung Newsroom at news.samsung.com.
About HARMAN
HARMAN (harman.com) designs and engineers connected products and solutions for automakers, consumers, and enterprises worldwide, including connected
car systems, audio and visual products, enterprise automation solutions; and connected services. With leading brands including AKG
®
, Harman Kardon
®
, Infinity
®
, JBL
®
,
Lexicon
®
, Mark Levinson
®
and Revel
®
, HARMAN is admired by audiophiles,
musicians and the entertainment venues where they perform around the world. More than 25 million automobiles on the road today are equipped with HARMAN audio and connected car systems. The Company's software services power billions of
mobile devices and systems that are connected, integrated and secure across all platforms, from work and home to car and mobile. HARMAN has a workforce of approximately 30,000 people across the Americas, Europe, and Asia.
Investor Contacts:
For Samsung
Oh-Hyung Kwon
+82 (0)
2-2255-8134
ohhyung.kwon@samsung.com
Media Contacts:
For Samsung
Jim Barron or Devin Broda
Sard Verbinnen & Co
1-212-687-8080
SamsungMedia@sardverb.com
For HARMAN
Jamie Moser, Andrew Siegel or Joseph Sala
Joele Frank, Wilkinson
Brimmer Katcher
1-212-355-4449

text: Samsung Electronics

text: HARMAN

text: Samsung Electronics

text: HARMAN

text: HARMAN

text: HARMAN

text: Young Sohn

text: Samsung Electronics

text: HARMAN

text: HARMAN

text: HARMAN

text: HARMAN

text: HARMAN

text: HARMAN

text: HARMAN

text: HARMAN

text: HARMAN

text: HARMAN

text: HARMAN

text: Samsung Electronics

text: HARMAN

text: HARMAN

text: Harman

text: HARMAN

text: HARMAN

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text: HARMAN


text:
EX-99.1
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EX-99.1
EX-99.1
Exhibit 99.1
iHeartMedia Successfully Completes Restructuring Process
America's Number One Audio Company Formally Concludes Comprehensive Balance Sheet Restructuring,
Significantly Reducing Debt from $16.1 billion to $5.75 billion
Completes Separation of Clear Channel Outdoor Holdings, Inc., Creating Two Independent Publicly-
Traded Companies
New York, NY -
May 1, 2019 - iHeartMedia, Inc. ("iHeartMedia"), America's number one audio company, today announced that the Company has successfully completed its restructuring process.
As a result of the comprehensive balance sheet restructuring, iHeartMedia's debt has been significantly reduced - from $16.1 billion to
$5.75 billion.
In addition, in conjunction with completion of the restructuring, and in accordance with its Plan of Reorganization (the
"Plan"), iHeartMedia and Clear Channel Outdoor Holdings, Inc. ("CCOH") have fully separated, creating two independent publicly-traded companies. Clear Channel Outdoor Holdings, Inc. shares will continue to be traded on the New
York Stock Exchange under the ticker symbol "CCO".
"We are pleased that iHeartMedia now has a capital structure that matches our exciting
operating business. The focused dedication of our employees and the unwavering support of our new owners and advertising partners enabled iHeartMedia to seamlessly complete the restructuring process and reach this final milestone", said Bob
Pittman, Chairman and Chief Executive Officer of iHeartMedia, Inc. "iHeartMedia enters this next phase of growth as a multi-platform audio company with a vastly improved financial profile. We are well-positioned to continue to innovate and
offer cutting-edge technologies, products and services to our audiences and advertisers".
Pittman continued: "As the only major multi-platform
audio company, iHeartMedia's reach extends across more than 250 platforms and 2,000 different connected devices, from smart speakers to tablets, wearables, gaming consoles and much more. Over the past year, we have further cemented our position
as the number one commercial podcaster globally - by a strong margin - through building new capabilities and content, including the "Ron Burgundy Podcast", season two of the true crime podcast "Atlanta Monster" and many
more, including "Stuff You Should Know", the first podcast ever to surpass one billion downloads. We continued to invest in key areas of the business with the acquisitions of Stuff Media, LLC - which further solidified our leading
podcasting position - as well as technology companies like Jelli, Inc., which is the advertising technology platform that brings to life our SmartAudio data and analytics offerings. We continue to technologically transform our offerings for
both consumers, with whom we are interacting more broadly across platforms, and advertisers, to whom we are offering data and analytics solutions previously available only from key digital players. In addition, we have continued to host our renowned
and highly-anticipated live events, from the iHeartRadio Music Awards to iHeartRadio ALTer Ego. This is a very exciting time for audio, and iHeartMedia will continue to break new ground and unlock new opportunities across all platforms to reach
audiences everywhere".
As previously announced, pursuant to the Plan, Bob Pittman continues to serve as Chairman and Chief Executive Officer of
iHeartMedia, Inc., and Rich Bressler continues to serve as President, Chief Operating Officer and Chief Financial Officer of iHeartMedia, Inc. In addition, a new Board of Directors has been appointed, including Bob Pittman, Rich Bressler, and the
following members: Jay Rasulo, Gary Barber, Brad Gerstner, Sean Mahoney and Kamakshi Sivaramakrishnan. Upon iHeartMedia's emergence, the new Board of Directors has assumed its responsibilities.
1
Kirkland & Ellis LLP served as legal counsel to iHeartMedia, Moelis & Company served as
the Company's investment banker, and Alvarez & Marsal served as the Company's financial advisor.
About iHeartMedia, Inc.
iHeartMedia, Inc. is the number one audio company in America. The company's leadership position in audio extends across multiple platforms including 848
live broadcast stations; its iHeartRadio service available across more than 250 platforms and 2,000 devices including smart speakers, smartphones, TVs and gaming consoles; through its influencers; social; live events; podcasting; and information
services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The company is dedicated to using the latest technology solutions to transform the company's
products and services for the benefit of its consumers, communities, partners and advertisers.
Forward-Looking Statements
This press release includes "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as "may", "will", "expect,"
"believe", "would", "estimate", "continue", or "future", or the negative or other variations thereof or comparable terminology. These forward-looking statements are based on current expectations and
projections about future events. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual
results may differ materially from those expressed or implied by such forward-looking statements.
Contacts
iHeartMedia, Inc.
Wendy Goldberg, Executive Vice President and
Chief Communications Officer
(212)
377-1105
WendyGoldberg@iheartmedia.com
Finsbury
Kal Goldberg / Megan Kennedy
(646)
805-2851
# # #
2

text: iHeartMedia

text: Clear Channel Outdoor Holdings, Inc.

text: iHeartMedia, Inc.

text: iHeartMedia

text: iHeartMedia

text: iHeartMedia

text: Clear Channel Outdoor Holdings, Inc.

text: Clear Channel Outdoor Holdings, Inc.

text: iHeartMedia

text: iHeartMedia

text:
Bob
Pittman

text: iHeartMedia, Inc.

text: iHeartMedia

text: iHeartMedia

text: Stuff Media, LLC

text: iHeartMedia

text: Bob Pittman

text: iHeartMedia, Inc.

text: iHeartMedia, Inc.

text: Bob Pittman

text: iHeartMedia

text: Kirkland & Ellis LLP

text: iHeartMedia

text: Moelis & Company

text: Alvarez & Marsal

text: iHeartMedia, Inc.

text: iHeartMedia, Inc.

text: iHeartMedia, Inc.


text:
EX-99.1
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EXHIBIT 99.1
Exhibit 99.1
PRESS RELEASE
For Immediate Release
DIGERATI TECHNOLOGIES COMPLETES WASTE
DEEP ACQUISITION
HOUSTON, TX--(Marketwire - Nov 30, 2012) - Digerati Technologies,
Inc. (OTCBB: DTGID) (OTCQB: DTGID), completed its acquisition of Waste Deep, Inc., and its two well established oil field services
operating subsidiaries on November 26, 2012. In connection with the acquisition, Digerati Technologies will be changing its name
to "HD Energy Services, Inc.", moving its headquarters to Houston, Texas, and changing the composition of its board
of directors to better reflect its current business plan.
John Howell, the company's Chairman and CEO, "The
acquisition of Waste Deep with its operating subsidiaries Hurley Enterprises, Inc. and Dishon Disposal, Inc. provides a great basis
for enhancing current shareholders' value. We are currently in the process of doing PCAOB audits of the operating subsidiaries
as part of the due diligence. When we complete these audits, we will file the audits in an 8K in order to provide the basis for
filing a registration statement for an American Equity Fund equity line of $100,000,000 to fund capital investments for our operating
subsidiaries and future acquisitions." When the company has qualified initial due diligence financials statements, we will
provide initial, non-audited, summary information as part of press releases associated with the company.
As for the changing board composition, we elected three directors
that replaced two of our directors. We also moved our Sr. Vice President of Finance & Controller into the position of Chief
Financial Officer - further information is available as part of 14C filings available at the
http://www.sec.gov
website
. The business backgrounds of our new directors and officers are included in the information statements we filed
with the Securities and Exchange Commission and mailed to the stockholders on the 16th day of November, 2012. The information
statement is incorporated herein by reference and is available on the SEC website at
http:// www.sec.gov
.
About Digerati Technologies, Inc.
Digerati Technologies, Inc., soon to be renamed "HD Energy
Services, Inc." (OTCBB: DTGID) (OTCQB: DTGID) is a diversified holding company with operating subsidiaries in the oil field
services industry and the telecommunication solution industries. The company's websites are available at
http://hdenergyservices.com
and
http://www.digerati-inc.com
.
The company's telecommunications solution subsidiary,
Shift8 Technologies, Inc., is a three-time recipient of Deloitte and Touche's Fast 500 Award for recognition as one of the 500
fastest growing technology companies in North America. Digerati Technologies, Inc. is meeting the global needs of businesses seeking
simple, flexible, and cost-effective communication solutions. Digerati's cloud-based services include a fully hosted IP/PBX, VoIP
transport, SIP trunking, data storage, and customized VoIP solutions for specialized applications. Services are delivered with
unparalleled reliability and performance over Digerati's carrier-class global VoIP network, which has been built over the course
of a decade. For more information visit.
The company's oil field services subsidiaries are Dishon
Disposal, Inc. and Hurley Enterprises, Inc., both located in the Bakken, one of the most important oil fields in the world today.
Dishon Disposal Inc. is a waste disposal facility with a 25 year track record, focusing on solid and liquid wastes from oil field
and drilling processes. The solid waste is land filled into specially prepared synthetic lined pits and the liquid waste is treated
with industry leading water treatment technology, which can be applied across multiple industries outside of the oil field. The
company is well respected in the community. Hurley Enterprises, Inc. is also an oil field support services company that functions
as a drilling site service company, with 98 service and rental lines of revenue. Hurley provides everything from skid houses, telecommunication
services, booster booths, Porta-Potties, generators, potable water, and mess halls in service to many of the major drilling contractors
and oil majors in the Bakken. Hurley has several sole source contracts with strategic contractors in the Bakken that will provide
large growth opportunity within the next three (3) years.
Forward-Looking Statements:
The information in this news release includes certain forward-looking
statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant
risks and uncertainties, including statements related to the future financial performance of the Company. Although the Company
believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that such expectations
or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are
not limited to, successful execution of growth strategies, product development and acceptance, the impact of competitive services
and pricing, general economic conditions, and other risks and uncertainties described in the Company's periodic filings with the
Securities and Exchange Commission.
Contact:
Jack Eversull
The Eversull Group
(972) 571-1624
(214) 469-2361 fax
Email Contact

text: DIGERATI TECHNOLOGIES

text:
WASTE
DEEP

text:
Digerati Technologies,
Inc.

text: Waste Deep, Inc.

text: Digerati Technologies

text: John Howell

text: Waste Deep

text: Digerati Technologies, Inc.

text: Digerati Technologies, Inc.

text: Digerati Technologies, Inc.


text:
EX-99.1
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v015894_ex99-1.txt
Press Release Source: UTEK Corporation
Swiss Medica, Inc. Acquires Anti-Depression BioHealth
Solutions, Inc. From UTEK Corporation
Tuesday April 5, 8:30 am ET
Acquisition Complements Company's Flagship Product
TORONTO & PLANT CITY, Fla.--(BUSINESS WIRE)--April 5, 2005--Swiss Medica, Inc.
(OTCBB:SWME - News), a company that provides innovative bioscience products, and
UTEK Corporation (AMEX:UTK - News), a leading technology transfer company,
announced today that Swiss Medica has acquired Anti-Depression BioHealth
Solutions, Inc., a subsidiary of UTEK Corporation, in a cash and stock
transaction.
With the acquisition of Anti-Depression BioHealth Solutions, Inc. and its
associated licensed patents: (US Patents 5,612,320, 5,760,014, Reissue
Application No. 09/153,724, US Patent Application 10/158,839, and Canadian
Patent No. 2,179,746), Swiss Medica will be able to complement its flagship O24
Essential Oil Pain Neutralizer with an additional product that is both
clinically tested and all-natural for the over-the-counter marketplace. Among
other assets, Anti-Depression BioHealth Solutions, Inc. contains a product that
is clinically proven, when used as directed, to impact mood by working naturally
with the body to raise serotonin levels in the brain.
"Swiss Medica is delighted to pursue this opportunity in the anti-depressant
market", announced Swiss Medica's CEO Raghu Kilambi. According to Kilambi, "The
World Health Organization predicts that depression may become the second leading
cause of disability in 2020 after heart disease. Currently it is the fourth most
significant cause of disability affecting more than 120 million people
worldwide.
"I am also pleased that this acquisition will result in total shareholder
dilution of only approximately 3%", added Kilambi.
"UTEK is pleased to consummate this technology transfer with Swiss Medica, Inc.
We look forward to continuing our efforts to identify additional technology
acquisition opportunities for their consideration", said Joel Edelson, Vice
President of UTEK.
About Swiss Medica Inc.
Swiss Medica commercializes proprietary bioscience products that relieve chronic
ailments. We increase our market share through focused distribution strategies
in multiple sales channels. Swiss Medica's mission is to be a world leader in
the commercialization of life enhancing bioscience products that improve quality
of lives. Please visit our websites at http://www.swissmedica.com and
http://www.O24zone.com
Swiss Medica's flagship product, the O24(TM) Essential Oil Pain Neutralizer,
holds US Patent #6,444,238B1. The O24(TM) pain relief solution has been used,
recommended and praised for its fast-acting and long-lasting benefits by
healthcare professionals in the United States, Canada and in Europe. O24 is
widely available throughout Canada in leading pharmacies and natural food
stores. It is currently sold in an increasing number of pharmacies throughout
the United States. Customers can also visit http://www.O24zone.com, for ordering
details and store locators for the nearest pharmacy.
About UTEK Corporation
UTEK is a leading, market-driven technology transfer company that enables
companies to rapidly acquire innovative technologies from universities and
research laboratories. UTEK facilitates the identification and acquisition of
external technologies for clients internationally in exchange for their equity
securities, while allowing research institutions to receive 100% of the
royalties. This unique process is called U2B(R). UTEK transfers proprietary
technologies with potential commercial applications to companies seeking product
differentiation resulting in a strategic marketplace advantage. UTEK is
headquartered in Plant City, Florida, USA and has operations in the UK and
Israel. For more information about UTEK, please visit its website at
http://www.utekcorp.com.
Forward-Looking Statements
Certain matters discussed in this press release are "forward-looking
statements." These forward-looking statements can generally be identified as
such because the context of the statement will include words, such as "expects,"
"should", "believes", "anticipates" or words of similar import. Similarly,
statements that describe future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties, including the financial performance of UTEK or
Swiss Medica, as appropriate, and the valuation of UTEK's investment portfolio,
which could cause actual results to differ materially from those currently
anticipated. Although UTEK and Swiss Medica believe the expectations reflected
in any forward-looking statements are based on reasonable assumptions, they
cannot give any assurance that their expectations will be attained.
Shareholders, potential investors and other readers are urged to consider these
factors carefully in evaluating any forward-looking statements. Certain factors
could cause results and conditions to differ materially from those projected in
these forward-looking statements, and some of these factors are discussed below.
These factors are not exhaustive. New factors, risks and uncertainties may
emerge from time to time that may affect the forward-looking statements made
herein. These forward-looking statements are only made as of the date of this
press release and both UTEK and Swiss Medica do not undertake any obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances.
------------------
Contact:
For Swiss Medica, Inc., Toronto
Blue Skye PR, Inc.
Sky Wallen, 813-732-6869
or
For UTEK Corporation
-----------------------------
Source: UTEK Corporation

text: UTEK Corporation

text: Swiss Medica, Inc

text: UTEK Corporation

text: UTEK Corporation

text: Swiss Medica

text: UTEK Corporation

text: Swiss Medica

text: Swiss Medica

text: Swiss Medica

text: Swiss Medica, Inc

text: Joel Edelson

text: Swiss Medica

text: Swiss Medica

text: Swiss Medica

text: UTEK Corporation

text: Swiss Medica

text: Swiss Medica

text: Swiss Medica

text: Swiss Medica, Inc

text: UTEK Corporation

text: UTEK Corporation


text:
EX-99.1
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PRESS RELEASE DATED MAY 31, 2018.
EXHIBIT 99.1
Byline Bancorp, Inc. Completes the Acquisition of First Evanston Bancorp
Chicago, IL, May 31, 2018 - Byline Bancorp, Inc. (NYSE: BY), the holding company of Byline Bank, today announced that it has completed its acquisition of First Evanston Bancorp, Inc. ("First Evanston"), the parent company of First Bank & Trust. As a result of the transaction, First Bank & Trust has now merged into Byline Bank. The transaction brings Byline's total assets to approximately $4.4 billion, based on information as of March 31, 2018.
"We are excited to welcome First Bank and Trust customers and employees to the Byline team", said Alberto Paracchini, President and CEO of Byline Bank. "Together we are focused on providing a first rate experience for our customers and impassioned support for our communities".
Under the terms of the merger agreement, each share of First Evanston's common stock was converted into the right to receive: (1) 3.994 shares of Byline's common stock, and (2) an amount in cash equal to $27.0 million divided by the number of outstanding shares of First Evanston's common stock as of the closing date, with cash paid in lieu of any fractional shares. The value of the total merger consideration at closing was approximately $178.6 million.
Also in connection with the closing of the transaction, Robert R. Yohanan, First Evanston's Chief Executive Officer, was appointed to the Board of Directors of Byline and Byline Bank.
About Byline Bancorp, Inc.
Headquartered in Chicago, Byline Bancorp, Inc. is the parent company for Byline Bank, a full service commercial bank serving small- and medium-sized businesses, financial sponsors, and consumers. Byline Bank has over $4.0 billion in assets and operates over 50 full service branch locations throughout the Chicago and Milwaukee metropolitan areas. Byline Bank offers a broad range of commercial and retail banking products and services including small ticket equipment leasing solutions and is one of the top 10 Small Business Administration lenders in the United States.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of Byline. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Byline's management, are generally identifiable by the use of words such as "believe", "expect", "anticipate", "plan", "intend", "estimate", "may", "will", "would", "could", "should" or other similar expressions. All statements in this press release speak only as of the date they are made, and Byline does not undertake any obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond the ability of Byline to control or predict, could cause actual results to differ materially from those in such forward-looking statements. These factors include, among others: (1) the possibility that any of the anticipated benefits of the transaction will not be realized or will not be realized within the expected time period; (2) the risk that integration of Byline's and First Evanston's operations will be materially delayed or will be more costly or difficult than expected; (3) the effect of the merger on customer relationships and operating results; and (4) other risks detailed from time to time in filings made by Byline with the SEC. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning factors that could materially affect Byline's financial results are included in Byline's filings with the SEC.
Byline Bancorp, Inc.
Page 2 of 2
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning factors that could materially affect Byline's financial results are included in Byline's filings with the SEC.
Contacts:
Investors:
Media:
Allyson Pooley/Tony Rossi
Erin O'Neill
Financial Profiles, Inc.
Director of Marketing
IRBY@bylinebank.com
Byline Bank
773-475-2901
eoneill@bylinebank.com

text: Byline Bancorp, Inc.

text: First Evanston Bancorp

text: Byline Bancorp, Inc.

text: First Evanston Bancorp, Inc.

text: Alberto Paracchini

text: Byline Bancorp, Inc.

text: Byline Bancorp, Inc.

text: Byline Bancorp, Inc.


text:
EX-99.1
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ihbt8k51109ex99_1.htm
EXHIBIT 99.1
ihbt8k51109ex99_1.htm
EXHIBIT 99.1
For Immediate
Release
May
6, 2009
For Further Information
Contact:
Thomas B.
Olson, Corporate Secretary
(303)
796-8949
INHIBITON THERAPEUTICS COMPLETES
ACQUISITION OF HYDROGEN GENERATING ALTERNATIVE ENERGY
COMPANY
CENTENNIAL,
CO -
Inhibiton Therapeutics,
Inc.
(OTC/BB:
IHBT
) ("Inhibiton" or the
"Company") announced today that it has closed its acquisition of HPI Partners,
LLC ("HPIP") and its operating subsidiary AlumiFuel Power, Inc. ("API") of
Philadelphia, Pennsylvania. HPIP, through API, is an alternative
energy company focused on commercialization of a proprietary process for
generating hydrogen gas and steam for multiple niche applications.
About AlumiFuel Power,
Inc.
API is a
an early production stage alternative energy company that generates hydrogen gas
and steam for multiple niche applications requiring on-site, on-demand fuel
sources. API's hydrogen drives fuel cells for back-up, remote, and
portable power, fills inflatable devices such as weather balloons, and can
replace costly, hard-to-handle and high pressure K-Cylinders. Its steam/hydrogen
output is also being designed to drive turbine-based underwater propulsion
systems and auxiliary power systems. API has significant
differentiators in performance, adaptability, safety and cost-effectiveness in
its target market applications, with no external power required and no toxic
chemicals or by-products.
API's
technology is based on the exothermic reaction of aluminum powder and water,
combined with proprietary additives which act as catalysts, initiators and
reactants. Novel packaging of the aluminum powder and additives into cartridges
enables them to be inserted into a generator/reactor, where an infusion of water
results in the rapid generation of highly pure hydrogen and superheated
steam. API has an outstanding IP portfolio, including new patent
filings embodying its unique and independent technology, and significant
proprietary know-how regarding the practical ability to engineer desired
reactions at required scales and rates.
API's lab
and offices are located in the Philadelphia Science Center in downtown
Philadelphia, where it has access to world class testing instruments and
technical talent. API has a seasoned management team and an
experienced and dedicated technical team; and has close working relationships
with major industry players as path-to-market partners, including major defense
contractors and commercial fabricators of the company's reactors and cartridge
products on an outsourcing basis.
About
Inhibiton Therapeutics, Inc.
Inhibiton
Therapeutics, Inc. has been a nominally capitalized development stage company
focused on biotechnology research, development and potential commercialization
of technologies and products for new cancer therapeutic agents and cancer
fighting drugs called targeted therapies. The Company is now also
operating through its newly acquired subsidiary AlumiFuel Power Inc., an early
production stage alternative energy company that generates hydrogen gas and
steam for multiple niche applications requiring on-site, on-demand fuel
sources.
The
statements included in this press release concerning predictions of economic
performance and management's plans and objectives constitute forward-looking
statements made pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended. These statements involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements.
Any
statement containing words such as "believes" "anticipates" "plans" or "expects"
and other statements which are not historical facts contained in this release
are forward-looking, and these statements involve risks and uncertainties and
are based on current expectations. Consequently, actual results could differ
materially from the expectations expressed in these forward-looking statements.
Reference is made to the Company's filings with the Securities and Exchange
Commission for a more complete discussion of such risks and
uncertainties.

text: INHIBITON THERAPEUTICS

text:
Inhibiton Therapeutics,
Inc.

text: HPI Partners

override: organization

text: AlumiFuel Power, Inc.

text:
AlumiFuel Power,
Inc.

text: Inhibiton Therapeutics, Inc.

text:
Inhibiton
Therapeutics, Inc.

text: AlumiFuel Power Inc.


text:
EX-99.1
4
exhibit3.htm
EX-99.1
EX-99.1
Contact: Jill Swartz
NNN Realty Advisors, Inc.
1551 N. Tustin Avenue, Suite 300
Santa Ana, California 92705
714-667-8252 ext. 251
jswartz@nnnrealtyadvisors.com
NNN HEALTHCARE/OFFICE REIT ACQUIRES
1 & 4 MARKET EXCHANGE IN COLUMBUS, OHIO
Santa Ana, Calif., August 17, 2007
- NNN Healthcare/Office REIT, Inc. has acquired 1 and 4 Market
Exchange in Columbus, Ohio. The acquisition, which closed on August 15, 2007, includes two
adjacent multi-tenant, Class A medical office buildings and a nearby vacant parcel of land. The
parcel will be improved to provide additional parking for the tenants and visitors of 1 and 4
Market Exchange.
Located in the heart of Columbus' central business district, 1 and 4 Market Exchange lies less than
a mile from Columbus Children's Hospital, regarded as the fifth largest free-standing children's
hospital in the nation, and OhioHealth's Grant Medical Center. Grant Medical Center is downtown
Columbus' premier healthcare provider, and has been recognized as one of the nation's Top 100
Hospitals by Solucient, a leading healthcare information company.
Built in 2001 and 2003 respectively, 1 Market Exchange and 4 Market Exchange feature attractive,
high concept design aesthetics that are atypical among medical office buildings. 1 Market Exchange
is a three-story structure of nearly 56,000 square feet, while the five-story 4 Market Exchange
building adds approximately 60,000 additional square feet to the roughly 116,000-square-foot
portfolio.
1 and 4 Market Exchange features a combined occupancy of approximately 93 percent. Each building
is anchored by large, well-established healthcare providers; Columbus Children's Hospital is one of
the primary tenants of 1 Market Exchange, while OhioHealth is the largest tenant of 4 Market
Exchange.
Conveniently located in close proximity to Interstates 70, 71, 670 and OH-315, tenants of 1 and 4
Market Exchange enjoy access to all of Greater Columbus.
"1 and 4 Market Exchange further diversifies NNN Healthcare/Office REIT, which now owns attractive
healthcare properties in eight states", said Danny Prosky, vice president of acquisitions for NNN
Healthcare/Office REIT, Inc. "The acquisition of these stabilized, high-quality medical office
buildings provides added strength to our REIT, which is rapidly becoming one of the leading
portfolios of healthcare properties in the United States".
- MORE -
2 - 2 - 2 NNN Healthcare/Office REIT Acquires 1 & 4 Market Exchange
NNN Healthcare/Office REIT purchased 1 Market Exchange from 515 Partners, LLC and 4 Market Exchange
and the vacant parcel of land from 4MX Partners, LLC, which were represented by Hunter Beebe of
Healthcare Real Estate Capital. NNN Realty Advisors, Inc. will provide asset management services
for the portfolio.
NNN Healthcare/Office REIT offers a monthly distribution of 7.25 percent per annum and has made
nine other geographically-diverse acquisitions:
.
Gwinnett Professional Center in Lawrenceville, Georgia;
.
Triumph Hospital Northwest and Triumph Hospital Southwest in Greater Houston, Texas;
.
Thunderbird Medical Plaza in Glendale, Arizona;
.
Shakerag Medical Center and Yorktown Medical Center in Fayette County, Georgia;
.
Commons V Medical Office Building in Naples, Florida;
.
Lenox Office Park Building G in Memphis, Tennessee;
.
The Gallery Professional Building in St. Paul, Minnesota;
.
Crawfordsville Medical Office Park and Athens Surgery Center in Crawfordsville, Indiana;
and
.
Southpointe Office Parke and Epler Parke I in Indianapolis, Indiana.
As of August 10, 2007, NNN Healthcare/Office REIT has sold approximately 13 million shares of its
common stock for more than $129 million through its initial public offering, which began in the
third quarter of 2006.
Including the purchase of 1 and 4 Market Exchange, NNN Healthcare/Office REIT has acquired a
portfolio of properties valued at approximately $177 million.
NNN Realty Advisors, Inc., a nationwide commercial real estate asset management and services firm,
is the sponsor of NNN Healthcare/Office REIT, Inc. NNN Realty Advisors and affiliates manage a
growing portfolio of more than 37 million square feet of real estate, including approximately 9,000
apartment units, with a combined market value in excess of $5.1 billion. NNN Realty Advisors and
affiliates are currently buying and selling properties throughout the United States, offering a
full range of commercial real estate investments, including tenant-in-common (TIC) programs for
investors structuring tax-deferred (like-kind) exchanges under Section 1031 of the Internal Revenue
Code, real estate investment trusts (REITs), value added property funds, and institutional
investments.
This press release contains certain forward-looking statements with respect to occupancy
rates of 1 and 4 Market Exchange and the strength that the property adds to the NNN
Healthcare/Office REIT portfolio. Forward-looking statements are statements that are not
descriptions of historical facts and include statements regarding management's intentions, beliefs,
expectations, plans or predictions of the future, within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Because such statements include risks, uncertainties and contingencies, actual results may
differ materially from those expressed or implied by such forward-looking statements. These risks,
uncertainties and contingencies include, but are not limited to, the following: uncertainties
relating to changes in general economic and real estate conditions; uncertainties relating to the
economy of the Greater Columbus, Ohio area; the uncertainties relating to the implementation of our
real estate investment strategy; and other risk factors as outlined in the Company's prospectus, as
amended from time to time, and as detailed from time to time in our periodic reports, as filed with
the Securities and Exchange Commission.
###

text: NNN Realty Advisors, Inc.

text: NNN HEALTHCARE/OFFICE REIT

text: NNN Healthcare/Office REIT, Inc.

text: NNN Healthcare/Office REIT

text: Danny Prosky

text:
NNN
Healthcare/Office REIT, Inc.

text: NNN Healthcare/Office REIT

text: NNN Healthcare/Office REIT

text: 515 Partners, LLC

text: 4MX Partners, LLC

text: Healthcare Real Estate Capital

text: NNN Realty Advisors, Inc.

text: NNN Healthcare/Office REIT

text: NNN Healthcare/Office REIT

text: NNN Healthcare/Office REIT

text: NNN Realty Advisors, Inc.

text: NNN Healthcare/Office REIT, Inc.

text:
NNN
Healthcare/Office REIT


text:
EX-99.1
2
a6101848_ex991.htm
EXHIBIT 99.1
Exhibit 99.1
Virage
Logic Completes Acquisition of NXP's Horizontal Advanced CMOS
Semiconductor IP Technology and Development Team
Multi-Year
$60 Million Strategic Alliance Also Calls for Virage Logic to Serve as
NXP's Trusted IP Partner
FREMONT, Calif.--(BUSINESS WIRE)--November 17, 2009--Virage Logic
Corporation (NASDAQ:VIRL), the semiconductor industry's trusted IP
partner, today announced it has completed the acquisition of NXP's
horizontal advanced CMOS intellectual property (IP) rights and certain
engineering talent and equipment. As part of the acquisition,
approximately 150 former NXP employees and the assets associated with
selected NXP advanced CMOS libraries, IP blocks and SoC infrastructure
along with other classes of semiconductor IP, including approximately 25
associated patent families, are now part of Virage Logic. The strategic
alliance between the two companies also includes a multi-year, $60
million licensing and IP development relationship that further executes
on NXP's strategic vision to achieve leadership in high performance
mixed signal and enables them to significantly reduce costs without
compromising design capability.
"This acquisition and strategic alliance underscore the fundamental
shift we are seeing in the global semiconductor industry and that is to
focus on core competencies and engage with trusted partners for the
non-differentiating elements of a company's business", said Dr. Alex
Shubat, president, CEO and co-founder of Virage Logic. "Virage Logic was
founded on this vision over a decade ago and today over 400 customers
rely on our extensive semiconductor IP portfolio to provide the critical
building blocks for their SoC designs as they develop their next
generation products".
Dr. Shubat continued, "Over the last two years, we have been
aggressively executing on our strategic initiative to broaden our IP
product portfolio through both organic and inorganic growth. Our recent
acquisition of ARC International and today's announcement with NXP are a
testament to the strong progress we have made in establishing ourselves
as a broad line, trusted IP provider. We look forward to the key
contributions the talented NXP technologists bring to Virage Logic as we
further expand our IP portfolio".
Virage Logic will establish an R&D center in Eindhoven to develop new
products based on the acquired advanced CMOS I/O, analog mixed signal
and System-on-Chip (SoC) infrastructure IP and to provide on-going
support to NXP. These new products, expected to be commercially
available in early 2011, will expand upon Virage Logic's already
extensive product offering that includes processor solutions, interface
IP solutions, embedded SRAMs and NVMs, embedded memory test and repair,
logic libraries, and memory development software.
In consideration for the assets, NXP received 2.5 million shares of
Virage Logic common stock, which are subject to transfer restrictions,
and will receive a share of the future revenue generated by Virage Logic
from licensing the transferred IP portfolio. Virage Logic expects the
transaction to be accretive in the company's fourth fiscal quarter of
2010.
About Virage Logic
Virage Logic is a leading provider of both functional and physical
semiconductor intellectual property (IP) for the design of complex
integrated circuits. The company's highly differentiated product
portfolio includes processor solutions, interface IP solutions, embedded
SRAMs and NVMs, embedded memory test and repair, logic libraries, and
memory development software. As the industry's trusted semiconductor IP
partner, more than 400 foundry, IDM and fabless customers rely on Virage
Logic to achieve higher performance, lower power, higher density and
optimal yield, as well as shorten time-to-market and time-to-volume. For
further information, visit
http://www.viragelogic.com
.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995:
Any statements in this press release about Virage Logic's
expectations, beliefs, plans, objectives, assumptions or future events
or performance, including with respect to the asset acquisition from
NXP, and any assumptions underlying such statements, are not historical
facts and are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.
These
statements are often, but not always, made through the use of words such
as "believe", "will", "expect", "anticipate", "estimate", "intend,"
"plan", "would", "guarantee" and "enable".
Forward-looking statements also include statements concerning the
plans and objectives of Virage Logic's management for future operations,
including plans or objectives relating to its products or services and
the assets being acquired from NXP and NXP employees to be hired by
Virage Logic, statements regarding the timing or completion of the asset
acquisition, statements regarding the timing of product releases and the
potential for the acquisition to be accretive, and the assumptions
underlying or relating to all such statements.
Actual results
could differ materially from those predicted by these forward-looking
statements.
Forward-looking statements are not guarantees of
performance.
They involve known and unknown risks, uncertainties
and assumptions that may cause actual results, levels of activity,
performance or achievements to differ materially from those expressed or
implied.
Some of these risks, uncertainties and assumptions
include, but are not limited to, (1) the outcome of any legal
proceedings instituted against Virage Logic, NXP and others in
connection with the NXP asset acquisition; (2) the amounts of the costs,
fees, expenses, charges and liabilities relating to the NXP asset
acquisition; (3) the effects of war, terrorism or catastrophic events;
(4) stock price, currency exchange rate and interest rate volatility;
(5) the failure of Virage Logic to successfully integrate the assets
acquired from NXP and former NXP employees hired by Virage Logic with
Virage Logic's own operations; and (6) the failure of Virage Logic to
achieve the cost savings and other synergies it expects to realize from
the NXP asset acquisition.
The foregoing list sets forth some, but not all, of the factors that
could affect Virage Logic's ability to achieve results described in any
forward-looking statements.
For additional information about
risks and uncertainties Virage Logic faces and a discussion of its
financial statements and footnotes, see the documents Virage Logic files
with the Securities and Exchange Commission, including its most recent
annual report on Form 10-K and all subsequent periodic reports.
Virage
Logic assumes no obligation and expressly disclaims any duty to update
forward-looking statements to reflect events or circumstances after the
date of this press release or to reflect the occurrence of subsequent
events.
CONTACT:
Virage Logic Corporation
Sabina Burns, 510-743-8115
sabina.burns@viragelogic.com
or
McClenahan
Bruer Communications
Tarah Hartzler, 503-546-1014
tarah@mcbru.com

text:
Virage
Logic

text: Virage Logic

text:
Virage Logic
Corporation

text: Virage Logic

text:
Alex
Shubat

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text:
Virage
Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text: Virage Logic

text:
Virage
Logic

text: Virage Logic Corporation


text:
EX-99.1
2
a50414547ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
American
Campus Completes Purchase of Campus Acquisitions Portfolio
AUSTIN, Texas--(BUSINESS WIRE)--September 17, 2012--American Campus
Communities, Inc. (NYSE:ACC), the largest owner, manager and developer
of high-quality student housing properties in the U.S., today announced
the completion of the previously announced acquisition of Campus
Acquisitions' 15 student housing properties with 6,579 beds for a
purchase price of $627.0 million. The acquisition consideration consists
of the assumption of approximately $231.1 million of outstanding
mortgage debt, the issuance of 325,098 Operating Partnership units
valued at $46.14 per unit, and approximately $380.9 million in cash.
"These assets exemplify our investment criteria of differentiated
products in close proximity to campus in submarkets with high barriers
to entry", said Bill Bayless, American Campus CEO. "With the
implementation of our operating platform across the portfolio, we should
achieve operational efficiencies and upside, synergies within the seven
markets where we have existing properties, and meaningful accretion in
asset value".
American Campus believes these assets represent some of the best product
in their respective markets with a combined distance to campus of 0.23
miles. Eleven properties are located in seven existing American Campus
markets, with the remaining four located in four new tier one markets
including Baylor University, University of Southern California, Iowa
State University, and Purdue University. In addition to implementing the
company's proprietary operating platform across the portfolio, the
company anticipates investing $13.7 million in capital improvements to
drive future rental rate and revenue growth. The projected year-one cap
rate is 5.9 percent nominal (inclusive of upfront capital improvements)
and 5.6 percent economic (inclusive of the assumed $200 per bed capital
reserves, upfront capital improvements, loan assumption costs, and
transaction expenses).
The 15 communities include:
309 Green, University of Illinois, 416 beds
Lofts54, University of Illinois, 172 beds
Chauncey Square, Purdue University, 386 beds
Vintage West Campus, The University of Texas at Austin, 121 beds
Texan West Campus, The University of Texas at Austin, 190 beds
The Vue, Arizona State University, 468 beds
Union, Baylor University, 120 beds
Icon Plaza, University of Southern California, 253 beds
Landmark, University of Michigan, 606 beds
Campustown Rentals, University of Illinois, 766 beds
Campustown, Iowa State University, 1,206
The Castilian, The University of Texas at Austin, 623 beds
River Mill, University of Georgia, 461 beds
Garnet River Walk, University of South Carolina, 476 beds
Bishops Square, Texas State University, 315 beds
BofA Merrill Lynch acted as exclusive financial adviser to American
Campus. Locke Lord LLP served as legal counsel to the company. UBS
Investment Bank acted as financial adviser to Campus Acquisitions.
About American Campus Communities
American Campus Communities, Inc. is the largest developer, owner and
manager of high-quality student housing communities in the United
States. The company is a fully integrated, self-managed and
self-administered equity real estate investment trust (REIT) with
expertise in the design, finance, development, construction management,
and operational management of student housing properties. American
Campus Communities owns 140 student housing properties containing
approximately 84,300 beds. Including its owned and third-party managed
properties, ACC's total managed portfolio consists of 169 properties
with approximately 108,200 beds. Visit americancampus.com or
studenthousing.com.
Forward-Looking Statements
In addition to historical information, this press release contains
forward-looking statements under the federal securities law. These
statements are based on current expectations, estimates and projections
about the industry and markets in which American Campus operates,
management's beliefs, and assumptions made by management.
Forward-looking statements are not guarantees of future performance and
involve certain risks and uncertainties, which are difficult to predict.
CONTACT:
American Campus Communities, Inc., Austin
Gina Cowart,
512-732-1000
Investor Relations

text:
American
Campus

text:
American Campus
Communities, Inc.

text: American Campus

text: American Campus

text: American Campus

text: BofA Merrill Lynch

text:
American
Campus

text: Locke Lord LLP

text:
UBS
Investment Bank

text: American Campus Communities, Inc.

text: American Campus

text: American Campus Communities, Inc.


text:
EX-99.1
2
a50803408_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Agenus
Completes Acquisition of 4-Antibody
Agenus
gains powerful platform for rapid discovery and optimization of
fully-human antibodies against a wide array of molecular targets
LEXINGTON, Mass.--(BUSINESS WIRE)--February 13, 2014--Agenus Inc.
(Nasdaq: AGEN), a biopharmaceutical company developing novel
immunotherapeutics, including a portfolio of checkpoint modulators
(CPMs), anti-cancer vaccines and adjuvants, today completed the
previously announced acquisition of 4-Antibody AG, a private
European-based biopharmaceutical company.
The acquisition includes the Retrocyte Display
®
technology platform which enables rapid discovery and optimization of
fully human antibodies against a wide array of molecular targets. For
the past three years, 4-Antibody has been applying Retrocyte Display to
create therapeutic antibodies to six key checkpoint targets that
regulate immune response to cancers and other diseases. The company has
multiple preclinical immune CPM programs in development.
In this transaction, Agenus acquired all outstanding stock of 4-Antibody
for approximately 3.3 million shares of Agenus common stock, plus
additional contingent payments, payable in cash or Agenus common stock,
that may exceed $40 million based on the combined company achieving
certain milestones. Agenus intends to continue 4-Antibody's operations
in Basel, Switzerland and Jena, Germany, and to retain the 4-Antibody
management team as part of the combined company. In addition, Shahzad
Malik, M.D., General Partner at Advent Venture Partners, 4-Antibody's
largest investor, has been appointed to Agenus' Board of Directors upon
the closing.
"Through this acquisition, Agenus gained six programs targeting key
checkpoints that we plan to pursue vigorously", said Garo Armen, Ph.D.,
CEO and chairman of Agenus. "These assets, together with the substantial
capital raised in our recent public offering, position us well to
develop a portfolio of innovative immunotherapies for cancer. In
addition, Agenus now has a flexible platform for rapid discovery and
optimization of fully-human antibodies against a wide array of molecular
targets, which we plan to leverage on our own, with pharma partnerships,
and through our collaborations with Ludwig Cancer Research and Memorial
Sloan Kettering Cancer Center".
About Checkpoint Modulators
Promising clinical data with monoclonal antibodies that bind to
checkpoint molecules, such as cytotoxic T lymphocyte antigen-4 (CTLA-4)
and programmed death receptor-1 (PD-1) has sparked considerable
excitement in the field of cancer immunotherapy. Blocking these
checkpoint molecules unlocks the braking mechanism that gets in the way
of immune cells attacking cancer cells. Checkpoint modulator
combinations such as CTLA-4 inhibitors and PD-1 inhibitors have shown
impressive clinical responses in recent clinical trials. Other
checkpoints, such as GITR and OX40, act to stimulate immune function.
Agenus is driving leading edge programs to discover and develop fully
human or humanized monoclonal antibodies that act as agonists for GITR
or OX40 signaling.
About Agenus
Agenus is a biopharmaceutical company focused on immuno-oncology with a
portfolio of checkpoint modulators and anti-cancer vaccines. The
company's three platforms include checkpoint modulators, heat shock
protein based vaccines, and adjuvants. The company's proprietary
discovery engine Retrocyte Display generates high quality therapeutic
antibody drug candidates quickly using a high-throughput approach
incorporating full-length IgG format human antibody libraries expressed
in mammalian B-lineage cells. A portfolio of checkpoint modulator
programs is advancing in preclinical development, several heat shock
protein based vaccines are in Phase 2 studies, and the adjuvant platform
is extensively partnered with GlaxoSmithKline and Janssen and includes
several candidates in late-stage trials. Among Agenus and its partners,
23 programs are in clinical development. For more information, please
visit
www.agenusbio.com
, or connect with the company on Facebook,
LinkedIn, Twitter and Google+.
Additional Information
Statements made in this press release include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, regarding, but not limited to, the use of proceeds from the
offering. Forward-looking statements can be identified by the use of
words such as "may", "will", "plan", "should", "expect", "anticipate,"
"estimate", "continue", or comparable terminology. Such forward-looking
statements are inherently subject to certain risks, trends and
uncertainties, many of which Agenus cannot predict with accuracy and
some of which Agenus might not even anticipate, and involve factors that
may cause actual results to differ materially from those projected or
suggested. These risks and uncertainties include, among others, the
factors described under the Risk Factors section of Agenus' Current
Report on Form 8-K, which was filed with the SEC on February 4, 2014.
Agenus cautions investors not to place considerable reliance on the
forward-looking statements contained in this release. These statements
speak only as of the date of this press release, and Agenus undertakes
no obligation to update or revise the statements.
Retrocyte Display
is a registered trademark of 4-Antibody AG.
CONTACT:
Agenus Inc.
Jonae R. Barnes, 617-818-2985
Vice
President
Investor Relations and Corporate Communications
jonae.barnes@agenusbio.com

text: Agenus

text: Agenus

text: Agenus Inc.

text: 4-Antibody AG

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: Agenus

text: 4-Antibody AG

text: Agenus Inc.