text:
EX-99.1
6
d432015dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
CARRIZO OIL & GAS, INC.
News
PRESS RELEASE
Contact:
Jeffrey P. Hayden, CFA, VP - Investor Relations
(713)
328-1044
Kim Pinyopusarerk, Manager - Investor Relations
(713)
358-6430
CARRIZO OIL & GAS ANNOUNCES CLOSING OF DELAWARE BASIN ACQUISITION
HOUSTON, August
11, 2017 - Carrizo Oil
& Gas, Inc. (Nasdaq: CRZO)
today announced that it has completed the
closing of the transactions contemplated by the purchase and sale agreement with ExL Petroleum Management, LLC and ExL Petroleum Operating Inc. (together, "ExL"). At closing, Carrizo purchased approximately 16,508 net acres located in the
Delaware Basin in Reeves and Ward Counties, Texas. The previously-announced aggregate consideration for the transaction is approximately $648 million in cash, which includes the $75.0 million performance deposit previously paid by the
Company, subject to customary purchase price adjustments. As previously disclosed, the Company has also agreed to pay an additional $50.0 million per year if the average daily closing spot West Texas Intermediate crude oil price as measured by
the U.S. Energy Information Administration (the "EIA WTI average price") is above $50/Bbl for any of the calendar years of 2018, 2019, 2020, and 2021, with such payments due on January 29, 2019, January 28, 2020, January 28,
2021, and January 28, 2022, respectively. This payment will be zero for the respective year if the EIA WTI average price is $50/Bbl or below for any of such years, and is capped at and will not exceed $125.0 million.
The assets are currently producing approximately 9,500 Boe/d (48% oil, 67% liquids) from 14 gross wells, including two that are still cleaning up. The frac
crew returned to the assets this week and has begun completing the Christian 2 1H well. Of the five rigs currently operating on the ExL assets, four are expected to be released after their current well. Carrizo has contracted for two newer-vintage
rigs to arrive at the acreage, with the first scheduled for later this month.
Carrizo Oil & Gas, Inc. is a Houston-based energy company actively
engaged in the exploration, development, and production of oil and gas from resource plays located in the United States. Our current operations are principally focused in proven, producing oil and gas plays primarily in the Eagle Ford Shale in South
Texas, the Delaware Basin in West Texas, the Niobrara Formation in Colorado, the Utica Shale in Ohio, and the Marcellus Shale in Pennsylvania.
Statements in this release that are not historical facts, including but not limited to those related to the ExL acquisition (including purchase price,
benefits and effects thereof), the estimated production results of the ExL properties, and the results, benefits and timing thereof, rigs on acquired properties, capital requirements, capital expenditure and other spending plans, guidance, effects
of transactions, the timing, levels of and potential production, oil and gas prices, drilling and completion activities, drilling inventory, including timing thereof, development plans, growth, use of proceeds, the company's or
management's intentions, beliefs, expectations, hopes, projections, assessment of risks, estimations, plans or predictions for the future, results of the company's strategies and other statements that are not historical facts are
forward-looking statements that are based on current expectations. Although the company believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Important factors that
could cause actual results to differ materially from those in the forward-looking statements include assumptions regarding purchase price and other adjustments, integration and other risks of acquisitions, actions by ExL in the ExL acquisition,
actions by sellers and buyers, expectations of buyers of assets, failure to enter into any agreements for asset sales or to consummate such transactions, market conditions, risks regarding financing, capital needs, evaluations by lenders under our
revolving credit facility, other actions by lenders, title issues, well costs, estimated recoveries, pricing and other factors affecting average well returns, results of wells and production testing, failure of actual production to meet
expectations, the uncertainty of reserve information and future net revenue estimates, performance of rig operators and uses, changes in commodity prices, spacing test results, availability of gathering systems, costs of oilfield services, actions
by governmental authorities, joint venture partners, industry partners, lenders and other third parties, availability of well connects, capital needs and uses, commodity price changes, effects of the global economy on exploration activity, results
of and dependence on exploratory drilling activities, operating risks,
right-of-way
and other land issues, availability of capital and equipment, weather, and other
risks described in the company's Form
10-K
for the year ended December 31, 2016 and its other filings with the U.S. Securities and Exchange Commission.

text: CARRIZO OIL & GAS, INC.

text: CARRIZO OIL & GAS

text:
Carrizo Oil
& Gas, Inc.

text: ExL Petroleum Management, LLC

text: ExL Petroleum Operating Inc.

text: Carrizo

text: Carrizo

text: Carrizo Oil & Gas, Inc.


dataset: buster

text:
EX-99
2
f8kexhibit.htm
EXHIBIT 99
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Laura J. Wakeley
Phone: 717-291-2739
Fulton Financial Corporation completes acquisition
of Columbia Bancorp
(February 1) -- Lancaster, PA -- Fulton Financial Corporation (Nasdaq: FULT) today completed its acquisition of Columbia Bancorp (Nasdaq: CBMD), based in Columbia, Maryland. Columbia Bancorp's sole banking subsidiary, The Columbia Bank, also based in Columbia, will operate as a separate subsidiary of Fulton Financial Corporation.
Columbia Bancorp shareholders approved the merger at a special meeting on December 5, 2005, and final regulatory approvals were received in January. Under the terms of the definitive merger agreement, each share of Columbia Bancorp's common stock outstanding at the time of the merger will be exchanged for Fulton Financial common stock, cash, or, a combination of Fulton Financial common stock and cash based on a "cash election merger" structure.
Each of Columbia's stockholders had the opportunity to elect to receive $42.48 per share in cash, 2.325 shares of Fulton stock for each share of Columbia's stock or a combination of cash and stock. The elections are subject to proration to achieve a result where, at a minimum, 20% and, at a maximum, 50% of Columbia's outstanding shares will be converted into the cash consideration.
A revised, preliminary analysis of the election results indicates cash elections exceeding the maximum of 50% of the outstanding Columbia shares. Preliminary election results show that, of the 6,940,771 shares of Columbia's stock outstanding as of January 19, 2006:
(i)
3,588,211 shares, or 51.7 percent, elected to receive cash;
(ii)
2,715,604 shares, or 39.1 percent, elected to receive Fulton stock; and
(iii)
636,956 shares, or 9.2 percent, did not make a valid election.
Based on the foregoing elections, it is anticipated that persons who made (a) valid stock elections will receive the stock consideration they elected, without proration, and (b) valid cash or combination elections will receive 96.7% of the cash consideration they elected, with 3.3% of the elected cash consideration being converted into Fulton stock as a result of proration.
Shares not subject to a valid election will be converted into Fulton stock.
The exact merger consideration for each share of Columbia stock, and the allocation of the merger consideration, will be computed using the formula in the merger agreement and will be based on, among other things, the actual number of shares of Columbia stock outstanding immediately prior to the closing date and the final results of the election process. A press release announcing the final merger consideration for each share of Columbia stock will be issued after the final results are determined.
Based on the $17.95 per share closing price of Fulton Financial stock on January 31, 2006, the transaction is valued at approximately $306 million.
Columbia Bancorp, with approximately $1.3 billion in assets, operates 20 full-service community banking offices and five retirement community banking offices in Howard, Montgomery, Prince George's and Baltimore Counties as well as Baltimore City.
Fulton Financial Corporation now has assets of $13.7 billion and operates 254 banking offices in Pennsylvania, Maryland, Delaware, New Jersey and Virginia.
In addition to The Columbia Bank, Fulton Financial operates fourteen other banking affiliates: Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA; Swineford National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank, N.A., Danville, PA; Hagerstown Trust, Hagerstown, MD; Delaware National Bank, Georgetown, DE; The Bank, Woodbury, NJ; The Peoples Bank of Elkton, Elkton, MD; Skylands Community Bank, Hackettstown, NJ, Premier Bank, Doylestown, PA; Resource Bank, Virginia Beach, VA; First Washington State Bank in Windsor, NJ and Somerset Valley Bank, Somerville, NJ.
The Corporation's financial services affiliates include Fulton Financial Advisors, N.A., Lancaster, PA; Dearden, Maguire, Weaver and Barrett, LLC, West Conshohocken, PA, and Fulton Insurance Services Group Inc., Lancaster, PA.
Residential mortgage lending is offered through Fulton Mortgage Company and through Resource Mortgage.
Additional information on Fulton Financial Corporation is available on the Internet at www.fult.com.
2006
# # #

label: organization

text: Fulton Financial Corporation

text: Columbia Bancorp

text: Fulton Financial Corporation

text: Columbia Bancorp

text: Columbia Bancorp

text: Fulton Financial Corporation

text: Columbia Bancorp

text: Columbia Bancorp

text: Columbia Bancorp

text: Fulton Financial Corporation

text: Fulton Financial Corporation

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
exhibit991igambitarcmailsale.htm
PRESS RELEASE
Converted by EDGARwiz
IGAMBIT
Announces Sale of
ARCMAIL TECHNOLOGIES
and $6,000,000 liabilities
reduction from Balance Sheet
Press Release
: iGambit Inc.
-
Friday, July 5, 2017 2PM EST
SMITHTOWN, NY, July 5, 2017 Marketwire/ -- iGambit Inc. (OTCQB: IGMB), announced that on June 29, 2017 it completed the sale of its wholly owned subsidiary WaLa, Inc. doing business as ArcMail Technologies (
"
ArcMail
"
)
"
) to Rory T. Welch. CEO and President of ArcMail (
"
Welch
"
), in accordance with a Stock Purchase Agreement (the
"
Purchase Agreement
"
) by and between the Company and Welch.
Pursuant to the Stock Purchase, the total consideration to be paid for the outstanding capital stock of ArcMail is remittance of 10,000,000 shares of iGambit Common stock previously issued to Welch.
Furthermore, as per the Purchase Agreement, IGMB
'
s operations of the business ended March 31, 2017 and Welch
'
s operation of the business is effective as of April 1, 2017.
From an investor perspective, the effect of the transaction results in reducing IGMB
'
s overall outstanding balance sheet liabilities by approximately 91% with over $6,000,0000 in debt and other liabilities being removed from the balance sheet.
A copy of the Form 8-K report may be accessed at
www.sec.gov
.
As disclosed in our 2016 Form10-K, effective October 1, 2016, management decided to dispose of its subsidiary Arcmail and entered into a letter of intent on March 1, 2017 to sell Arcmail in a stock exchange to the CEO of Arcmail. As a result of the decision, IGMB reported the financial results of the ArcMail business as discontinued operations in its 2016 annual report filed on Form 10-K and March 31, 2017 quarterly report filed on Form 10-Q with the Securities and Exchange Commission. In addition, in connection with management
'
s decision to sell Arcmail, an impairment charge to discontinued operations of $6,263,320, and amortization of $441,837 was charged to discontinued operations during the year ended December 31, 2016.
"Although ArcMail has been a valuable part of IGMB, this transaction allows us to focus on our new tailored strategy of pursuing specific medical technology strategies and objectives through
our recently acquired business HealthDatix, Inc." said John Salerno, IGMB CEO and Chairman.
"
We wish Mr. Welch continued success with ArcMail.
"
The goal of HealthDatix is to identify the patient
'
s eligibility for Medicare reimbursed doctor visits to access and assist in the well-being and cultivation of a healthy lifestyle. Additionally HealthDatix is able to provide an FDA approved, Medicare covered platform, for continuous management of chronic care patients. Our continuous care platform will be tailored for individual care and health management of patients susceptible to chronic illness. This will include our wearable medical watch to be released in the near future.
About iGambit Inc:
iGambit (OTCBB: IGMB) is a fully reporting publicly-held company.
We are a company focused on pursuing specific medical strategies and objectives. These objectives have included, among others, the acquisition of medical technology companies with strong growth potential easily recognized in the public arena. We believe that the back-ground of our management and of our Board of Directors in the technology markets is a valuable resource that makes us a desirable business partner. We expect to work to assume an active role in the development and growth of the new company, providing both strategic guidance and operational support. The management of iGambit believes that it can leverage its collective expertise to help position the combined company to produce high-margin, recurring and predictable earnings and generate long-term value for our stockholders. For more information, please visit www.igambit.com. Information on our web-site does not comprise a part of this press release
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this document and elsewhere by iGambit are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes, without limitation, the business outlook, assessment of market conditions, anticipated financial and operating results, strategies, future plans, contingencies and contemplated transactions of the company. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual results of company operations, or the performance or achievements of the company or industry results, to differ materially from those expressed, or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward- looking statements include, but are not limited to fluctuations in demand; changes to economic growth in the U.S. and U.S. government policies and regulations, including, but not limited to those affecting the medical fertility clinic industry. iGambit undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in iGambit Inc.'s filings with the Securities and Exchange Commission.
Investor Relations Contacts:
Bill Robertson
Ph. No. 604 837 3835

text: IGAMBIT

text: ARCMAIL TECHNOLOGIES

text: iGambit Inc.

text: iGambit Inc.

text: ArcMail Technologies

text: ArcMail

text: Rory T. Welch

text: ArcMail

text: ArcMail

text: iGambit

text: Arcmail

text: Arcmail

text: Arcmail

text: ArcMail

text: Arcmail

text: ArcMail

text: ArcMail

text: iGambit

text: iGambit

text: iGambit

text: iGambit

text: iGambit Inc.


text:
EX-99.1
5
v146288_ex99-1.htm
MIAMI-(BUSINESS
WIRE)-Florida Gaming Corporation (OTCBB:
FGMG
-
News
) announced today
that FGMG has completed Phase 1 of its two-phase acquisition of 10.962 acres of
property from Miami-Dade County ("County"). The Company previously announced the
Agreement to acquire the property from the County in exchange for a right-of-way
of.492 acres to be used by the Miami-Dade Metro Rail, an overhead light rail
system. As part of this transaction, the County purchased an easement of.492
acres from FGMG for $1,014,300. Phase 1 acquisition consists of the purchase of
approximately 2.283 acres from Miami-Dade County by Florida Gaming for
$3,348,429. The Company paid a down payment of $334,843 and the County financed
the remaining balance of $3,013,586 for 15 years at a fixed interest rate of
7.25%. The parties will pursue a permanent closing of NW 37
th
Avenue
which would connect the existing jai-alai property to the newly acquired
property.
Closing
of Phase 2 of the transaction for the remaining 8.679 acres is scheduled to take
place prior to July 1, 2010.
Contact:
Florida
Gaming Corporation
W.
Bennett Collett, Chairman and C.E.O., 502-589-2000

text: FGMG

text: FGMG

text: Miami-Dade County

text: FGMG

text: Miami-Dade County

label: person

text:
W.
Bennett Collett


text:
EX-99.1
2
exhibit99_1.htm
JOINT PRESS RELEASE ISSUED ON 7/18/16
exhibit99_1.htm
Date: July 18, 2016
FOR IMMEDIATE RELEASE
Horizon Bancorp Announces
Closing of LaPorte Bancorp, Inc. Merger
Michigan City, IN - Horizon Bancorp (NASDAQ GS: HBNC, "Horizon"), the parent of Horizon Bank, N.A., ("Horizon Bank") today announced the completion of the acquisition of LaPorte Bancorp, Inc. ("LaPorte Bancorp") and its wholly-owned subsidiary, The LaPorte Savings Bank, of LaPorte, Indiana, effective July 18, 2016. LaPorte Bancorp was merged into Horizon immediately followed by the merger of The LaPorte Savings Bank into Horizon Bank.
Under the terms of the Merger Agreement, shareholders of LaPorte Bancorp had the option to receive $17.50 per share in cash or 0.629 shares of Horizon common stock, or a combination of both, for each share of LaPorte Bancorp's common stock, subject to allocation provisions to assure that in aggregate, LaPorte Bancorp shareholders received total consideration that consists of 65% stock and 35% cash. As a result of LaPorte stockholder stock and cash elections and the related proration provisions of the Merger Agreement, Horizon issued 2,280,992 shares of its common stock in the merger. Based upon the July 15, 2016 closing price of $26.31 per share of Horizon common stock, the transaction has an implied valuation of approximately $98.9 million.
Bringing together two of the largest community banks in LaPorte County, this merger further expands Horizon Bank's branch network to fifty-four offices throughout northern and central Indiana and southern Michigan. "As two long standing community banks within LaPorte County holding similar core values, we are confident that this merger will prove beneficial to our customers and the community", said Craig M. Dwight, Horizon Bank's Chairman and Chief Executive Officer.
Michele Thompson, President & Chief Financial Officer of LaPorte Bancorp stated, "We are excited about joining the Horizon Bank family and look forward to the increased opportunities this union will provide our existing customers, employees and the communities we have served over the years. I believe that our shared philosophy will help to ensure that a major and growing community bank remains in the LaPorte area".
As previously announced, the banks will ultimately operate under the name Horizon Bank, although the current offices of The LaPorte Savings Bank will continue to operate under that name until the systems integration process is completed in October of 2016. The companies are finalizing integration plans that include a systems integration and sign change expected to take place the weekend of October 22, 2016. As a result, customer accounts will automatically change to Horizon accounts with no action required on the part of the customer. Customer checks, direct deposits, payments, and account numbers will remain unchanged in order to make this transition as smooth as possible.
-MORE-
Page 2: Cont. Horizon Bancorp & LaPorte Bancorp, Inc. Merger
Due to the shared markets served by both banks, three full-service offices and one loan production office will be consolidated upon the completion of the systems integration scheduled for October, 2016. The offices to be consolidated are The LaPorte Savings Bank's Indiana branches in Michigan City, Chesterton, and The LaPorte Savings Bank's West side location and its St. Joseph, Michigan loan production office. Each office to be closed is within 1.5 miles of an office that will remain open. As part of this office consolidation, Horizon has retained the retail branch personnel. This will help to ensure proper support to assist with customer retention and integration. By 2017, Horizon expects office staffing to be right-sized through normal branch attrition and retirements.
As part of the merger, Horizon and Horizon Bank have added Michele Thompson to their respective boards of directors and will add two representatives to Horizon's existing LaPorte County community advisory board.
Horizon was advised by Stephens, Inc. and the law firm of Barnes & Thornburg LLP. LaPorte Bancorp was advised by Raymond James & Associates, Inc. and the law firm of Luse Gorman, PC.
About Horizon Bancorp
Horizon Bancorp is a locally owned, independent, commercial bank holding company serving northern and central Indiana and southwest and central Michigan through its commercial banking subsidiary Horizon Bank, N.A. Horizon also offers mortgage-banking services throughout the Midwest. Horizon may be reached online at www.horizonbank.com. Its common stock is traded on the NASDAQ Global Select Market under the symbol HBNC.
About LaPorte Bancorp, Inc.
LaPorte Bancorp, Inc. is an Indiana corporation headquartered in LaPorte, Indiana with The LaPorte Savings Bank as its wholly owned subsidiary. The LaPorte Savings Bank was founded in 1871 and offers a full range of banking services with seven branch locations serving northeast Indiana and a loan production office in Saint Joseph, Michigan. LaPorte Bancorp may be reached online at www.laportesavingsbank.com. Its common stock is traded on the NASDAQ Capital Market under the symbol LPSB.
Forward Looking Statements
This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon and LaPorte Bancorp. For these statements, Horizon and LaPorte Bancorp claim the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Horizon and LaPorte Bancorp, including the information in the filings each makes with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties. Horizon and LaPorte Bancorp have tried, wherever possible, to identify such statements by using words such as "anticipate", "estimate", "project", "intend", "plan", "believe", "will" and similar expressions in connection with any discussion of future operating or financial performance.
-MORE-
Page 3: Cont. Horizon Bancorp & LaPorte Bancorp, Inc. Merger
Although Horizon's and LaPorte Bancorp's management believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Horizon's and LaPorte Bancorp's respective Annual Reports on Form 10-K and other periodic filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon and LaPorte Bancorp do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
Horizon Contact Information:
LaPorte Bancorp Contact Information:
Craig M. Dwight
Michele M. Thompson
Chairman and
President and
Chief Executive Officer
Chief Financial Officer
Phone: (219) 873-2725
Phone: (219) 362-7511
Mark E. Secor
Chief Financial Officer
Phone: (219) 873-2611
Fax: (219) 874-9280
# # #

text: Horizon Bancorp

text: LaPorte Bancorp, Inc.

text: Horizon Bancorp

text: Horizon

text: Horizon

text: Horizon

text: LaPorte Bancorp, Inc.

text: LaPorte Bancorp

text: LaPorte Bancorp

text: Horizon

text: Horizon

text: LaPorte Bancorp

text: Horizon

text: LaPorte Bancorp

text: LaPorte Bancorp

text: Horizon

text: Horizon

text: Horizon

text: Horizon

text: Michele Thompson

text: LaPorte Bancorp

text: Horizon

text: Horizon

text: Horizon

text: Horizon Bancorp

text: LaPorte Bancorp, Inc.

text: Horizon

text: Horizon

text: Horizon

text: Horizon

text: Michele Thompson

text: Horizon

text: Horizon

text: Stephens, Inc.

text: Barnes & Thornburg LLP

text: LaPorte Bancorp

text: Raymond James & Associates, Inc.

text: Luse Gorman

text: Horizon Bancorp

text: Horizon Bancorp

text: Horizon

text: Horizon

text: Horizon

text: LaPorte Bancorp, Inc.

text: LaPorte Bancorp, Inc.

text: LaPorte Bancorp

text: Horizon

text: LaPorte Bancorp

text: Horizon

text: LaPorte Bancorp

text: Horizon

text: LaPorte Bancorp

text: Horizon

text: LaPorte Bancorp

text: Horizon Bancorp

text: LaPorte Bancorp, Inc.

text: Horizon

text: LaPorte Bancorp

text: Horizon

text: LaPorte Bancorp

text: Horizon

text: LaPorte Bancorp

text: Horizon

text: LaPorte Bancorp

text: Mark E. Secor


text:
EX-99.1
2
rrd102153_10634.htm
FIRST STATE BANCORPORATION'S PRESS RELEASE DATED JANUARY 3, 2006.
UNITED STATES
Exhibit 99.1
NEWS RELEASE
H. Patrick Dee
Chief Operating Officer
(505) 241-7102
Christopher C. Spencer
Senior Vice President
(505) 241-7154
First State Bancorporation Completes
Acquisition of Access Anytime
Albuquerque NM--January 3, 2006--First State Bancorporation (NASDAQ:FSNM) ("First State") New Mexico's largest locally managed bank holding company today announced that it has completed its acquisition of Access Anytime Bancorp, Inc. (NASDAQ:AABC) ("Access Anytime").
Pursuant to the Merger Agreement, Access Anytime merged (the "Merger") with and into First State, with First State as the surviving entity. Access Anytime stockholders will receive.791 shares of First State common stock for every share of Access Anytime common stock they hold. As a result of the Merger, First State will issue approximately 1.5 million shares of First State common stock. Concurrently, First Community Bank, a wholly owned subsidiary of First State, completed its acquisition of AccessBank, a wholly owned subsidiary of Access Anytime, pursuant to the terms of a subsidiary agreement and plan of merger, with First Community Bank as the surviving bank.
"The completion of our acquisition of Access Anytime strengthens our statewide presence in New Mexico and provides significant opportunities in Arizona to expand our operations", commented President and Chief Executive Officer Michael R. Stanford. "Our management team continues to work diligently to ensure a smooth integration over the next several months", continued Stanford.
The completion of this acquisition increases the number of branches in the First State system to 41, giving it a presence in New Mexico, Colorado, Utah, and now Arizona. The newly acquired locations in Albuquerque, Gallup, Clovis, Portales and Las Cruces, New Mexico and Sun City, Arizona will operate under the First Community Bank name.
On Tuesday, January 3, 2006, First State's stock closed at $24.29 per share.
ABOUT FIRST STATE
First State Bancorporation is a New Mexico based bank holding company. First State Bancorporation provides commercial banking services to businesses through its subsidiary bank, First Community Bank. Prior to the acquisition of Access Anytime, First State Bancorporation operated thirty-one branch offices, including twenty-three in New Mexico (three offices in Taos, nine offices in Albuquerque, four offices in Santa Fe, and one office each in Rio Rancho, Los Lunas, Bernalillo, Pojoaque, Placitas, Moriarty, and Belen), six in Colorado (Denver, Colorado Springs, Fort Collins, Lakewood, Littleton, and Longmont), and two in Utah (Midvale and Salt Lake City). In addition, First Community Bank's residential mortgage origination division operates in all three states as First Community Mortgage.
FORWARD LOOKING STATEMENTS
This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on First State current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by First State. For a detailed discussion of these statements, please refer to First State's filings with the SEC, especially in the "risk factors" sections of First State's Annual Report on Form 10-K for the year ended December 31, 2004 and in subsequent filings with the SEC. First State assumes no obligation and expressly disclaim any duty to update the information contained herein except as required by law.
First State's news releases and filings with the Securities and Exchange Commission are available through the Investor Relations section of First State's website at www.fcbnm.com.

text: FIRST STATE BANCORPORATION

text: H. Patrick Dee

text: First State Bancorporation

text: Access Anytime

text: First State Bancorporation

text: First State

text: Access Anytime Bancorp, Inc.

text: Access Anytime

text: Access Anytime

text: First State

text: First State

text: Access Anytime

text: First State

text: Access Anytime

text: First State

text: First State

text: First State

text: Access Anytime

text: Access Anytime

text: First State

text: First State

text: FIRST STATE

text: First State Bancorporation

text: First State Bancorporation

text: Access Anytime

text: First State Bancorporation

text: First State

text: First State

text: First State

text: First State

text: First State

text: First State

text: First State


text:
EX-99.4
19
a11-25532_1ex99d4.htm
EX-99.4
Exhibit 99.4
Mobile Social Advertising and Brand Loyalty Company Blue Calypso Goes Public
CARROLLTON, TEXAS-September 8, 2011-Blue Calypso, Inc. (OTCBB: BCYP) ("Blue Calypso" or the "Company") announced today that it has completed its merger with a public shell and has filed its 8-K with the SEC and will trade on the Over-the-Counter Bulletin Board under the ticker symbol BCYP. Blue Calypso is a rapidly growing mobile and social advertising company using its patented advertising platform to deliver a compelling return on investment for advertisers in the mobile commerce space.
"We are excited to become public so that we can increase awareness of Blue Calypso and the value proposition it offers advertisers", said Andrew Levi, founder, Chairman and CEO of Blue Calypso. "We believe the Company is well positioned to capture a significant share of the growing mobile advertising market".
Led by experienced industry executives, Blue Calypso enables intimate friend-to-friend advertising distribution that utilizes personal social media profiles and SMS. Blue Calypso's unique program is powered by their proprietary ad-rendering and delivery engine known as the Blue Calypso Network (BCN). The BCN gives advertisers the ability to serve multiple creative display ads within the same campaign, while targeting specific conditions such as geo-location, day-of-week, time-of-day, and even weather conditions to offer the most relevant marketing message to the end user.
According to ThinkMobile with Google, 85% of mobile devices will be web enabled by 2012, representing a large market opportunity where smart phones will become the standard device consumers use to connect to friends, the internet and the world at large. J.P Morgan predicts that 2011 mobile ad spending will increase to $1.2 billion, approximately double the 2010 mobile ad spending total, so carriers and brands are trying a variety of approaches to figure out what works best in the space. Blue Calypso's powerful analytics and business intelligence capabilities provide advertisers the ability to see how campaigns are delivered, where they are getting the most traction, and which calls to action are seeing the most activity. Since the platform is also a great way to quickly test creative message responses, advertisers can launch multiple campaigns with the same calls to action, use real-time analytics to see which content gets a more viral response maximizing the effectiveness of the social media campaigns.
Additional information on the company can be found on its web site at www.bluecalypso.com and in its Super 8-k filed with the Securities and Exchange Commission.
About Blue Calypso
Blue Calypso Inc. delivers a patented mobile social marketing and advertising platform which enables brands to leverage customer relationships to encourage brand loyalty and increase spending. The Company collaborates with its customers to develop the framework for making their brand contagious through use of word-of-mouth, social media communities, mobile technologies and customer loyalty rewards.
The Blue Calypso platform includes Calyp® (pronounced "klip") and the Blue Calypso® Network (BCN). Calyp® is an engagement and loyalty program which empowers consumers to become "Endorsers" of the brands they are passionate about. Calyp is available online and for the Apple iPhone and Google Android smartphones. Endorsers are encouraged to personalize and share display campaigns and brand content, friend-to-friend, via personal texts and social media posts which make them eligible to receive exclusive brand loyalty rewards and cash earnings. Calyp® is powered by the Blue Calypso® network, a campaign dashboard, distribution, ad rendering and reporting engine. The Blue Calypso® network delivers the creative impact of print through full-screen display ads, while allowing brands to leverage the interactive strengths of mobile and social media. In addition, Blue Calypso Inc. offers services including social media and mobile marketing strategy, content management, community listening and response.
Forward Looking Statements
Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of the Company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes", "belief", "expects", "intends", "anticipates", "will", or "plans" to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's reports filed with the Securities and Exchange Commission.
Investor Contact:
James Young,
CEOcast, Inc.
(212) 732-4300
Media Inquiries:
Amy Power
Power Public Relations
(214) 618-3318

text: Blue Calypso, Inc.

text: public shell

text: Andrew Levi


text:
EX-99.1
132
v046957_ex99-1.txt
EXHIBIT 99.1
Arpeggio Acquisition Corporation Completes Merger with Hill International, Inc.
MARLTON, N.J. & NEW YORK--(BUSINESS WIRE)--June 28, 2006--Arpeggio Acquisition
Corporation (OTCBB: APGO - News, APGOW - News, APGOU - News; "Arpeggio"), a
specified purpose acquisition company, and Hill International, Inc. ("Hill"),
the worldwide construction consulting firm, have announced that Arpeggio's
stockholders earlier today approved, and the companies have completed, the
merger of Hill with and into Arpeggio. At closing, Arpeggio changed its name to
"Hill International, Inc".
The company expects that its common stock, warrants and units will cease trading
on the Over-The-Counter Bulletin Board and begin to trade on the Nasdaq National
Market under the symbols HINT, HINTW and HINTU, respectively, on or about June
29, 2006.
In connection with the merger, the previous stockholders of Hill were issued
14.5 million shares of Arpeggio common stock, 1.74 million of which will be held
in escrow to secure Hill's representations and warranties under the merger
agreement. The company now has 22.8 million shares and 13.6 million warrants
outstanding. The merger also provides for the previous Hill stockholders to
receive up to an additional 6.6 million shares of common stock contingent upon
the company attaining certain EBIT targets over the next four years. The vast
majority of the shares issued in the merger may not be sold or otherwise
transferred until December 31, 2007, subject to certain exceptions.
Also approved by the stockholders were: (i) Arpeggio's 2006 Employee Stock
Option Plan, which provides for the company to issue options to purchase up to
1.14 million shares of the company's common stock to its executives, directors,
employees and other persons; (ii) an amendment to Arpeggio's certificate of
incorporation increasing the number of the company's authorized common shares
from 30.0 million to 75.0 million; and (iii) an amendment to Arpeggio's
certificate of incorporation deleting certain provisions since the company is no
longer a specified purpose acquisition company.
Irvin E. Richter, Hill's Chairman and CEO said, "We are looking forward to
Hill's future as a publicly-traded company listed on the Nasdaq National Market,
and the increased exposure and prestige that we expect will accompany the
listing. The stronger balance sheet and increased working capital that we will
have as a result of this merger will be deployed to expand our company
organically and via strategic acquisitions, and to enhance shareholder value,"
Richter added.
Eric S. Rosenfeld, former Chairman, President and CEO of Arpeggio, said, "We are
very pleased that we were able to consummate a merger with such an impressive
company as Hill, and I look forward as a major stockholder and a member of
Hill's board of directors to working closely with management to help continue
and expand Hill's strong record of growth and profitability".
Hill International, based in Marlton, NJ, has over 900 employees in 25 offices
worldwide providing program management, project management, construction
management and construction claims services. Engineering News-Record magazine
recently ranked Hill as the 17th largest construction management firm in the
United States. For more information on Hill, please visit our website at
www.hillintl.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, about Arpeggio, Hill and their
combined business after completion of the proposed acquisition. Forward-looking
statements are statements that are not historical facts. Such forward-looking
statements, based upon the current beliefs and expectations of Arpeggio's and
Hill's managements, are subject to risks and uncertainties, which could cause
actual results to differ from the forward-looking statements. The following
factors, among others, could cause actual results to differ from those set forth
in the forward-looking statements: business conditions, weather and natural
disasters, changing interpretations of generally accepted accounting principles;
outcomes of government reviews; inquiries and investigations and related
litigation; continued compliance with government regulations; legislation or
regulatory environments, requirements or changes adversely affecting the
businesses in which Hill is engaged; fluctuations in client demand; management
of rapid growth; intensity of competition from other providers of project
management and construction claims services; general economic conditions;
geopolitical events and regulatory changes, as well as other relevant risks
detailed in Arpeggio's filings with the SEC, including its report on Form 10-QSB
for the quarter ended March 31, 2006. The information set forth herein should be
read in light of such risks. Neither Arpeggio nor Hill assumes any obligation to
update the information contained in this press release.

text: Arpeggio Acquisition Corporation

text: Hill International, Inc.

text:
Arpeggio Acquisition
Corporation

text: Arpeggio

text: Hill International, Inc.

text: Hill

text: Arpeggio

text: Hill

text: Arpeggio

text: Arpeggio

text: Hill

text: Arpeggio

text: Hill

text: Hill

text: Arpeggio

text: Arpeggio

text: Arpeggio

text: Hill

text: Hill

text: Arpeggio

text: Hill

text: Hill

text: Hill

text: Hill

text: Hill

text: Arpeggio

text: Hill

text: Arpeggio

text: Hill

text: Hill

text: Arpeggio

text: Arpeggio

text: Hill


text:
EX-99
3
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
Inphi Completes Acquisition of Cortina Systems
Further Solidifies Inphi's Market Leadership Position in High-Speed Optical and Networking
Interconnects Segment
SANTA CLARA,
October
6
, 2014
- Inphi Corporation (NYSE: IPHI), a leading provider of high-speed, mixed signal semiconductor solutions for the communications, data center and computing markets, today announced that it has completed the acquisition of Cortina Systems, Inc., including it's High-Speed Interconnect and Optical Transport product lines, as announced on July 30, 2014, in a transaction valued at $131 million. The acquisition does not include Cortina's Access and Digital Home business, which was divested prior to the closing of the acquisition and will continue as an independent company.
The close of the acquisition further extends Inphi's market leading position for high-speed optical and networking interconnects. Already a market leader with its 100G PHY/SerDes Gearbox and CDR ICs, Inphi's comprehensive Networking Interconnect product portfolio is now extended by the addition of Cortina's 10G/15G/40G PHY interconnects. Additionally, adding Cortina's 10G/40G/100G Transport and Interconnect products to Inphi's strong Optical Interconnect 100G amplifiers and drivers positions Inphi as an industry leader for Optical and Networking interconnects.
"By finalizing the Cortina acquisition, we achieve an important milestone on our path to becoming the interconnect market leader", said Ford Tamer, President and CEO, Inphi. "We believe the combined resources, talent and winning designs will expand our differentiated solution offerings, accelerate innovation and strengthen the breadth and depth of our customer relationships. The combination of Cortina Systems and Inphi Corporation brings together not only a rich portfolio of products, but also two talented teams of R&D engineers, resulting in Inphi's ability to deliver greater comprehensive solutions to networking OEMs, enterprise and cloud data centers. In addition, because of the increased scale and combination of effort, Inphi can now achieve tangible operational and financial efficiencies which should lead to improved earnings leverage and financial performance as we move forward".
About Inphi
Inphi Corporation is a leading provider of high-speed, mixed signal semiconductor solutions for the communications, data center and computing markets. Inphi's end-to-end data transport platform delivers high signal integrity at leading-edge data speeds, addressing performance and bandwidth bottlenecks in networks, from fiber to memory. Inphi's solutions minimize latency in computing environments and enable the rollout of next-generation communications infrastructure. Inphi's solutions provide a vital interface between analog signals and digital information in high-performance systems, such as telecommunications transport systems, enterprise networking equipment, enterprise and data center servers, and storage platforms. To learn more about Inphi, visit www.inphi.com.
###
Cautionary Note Concerning Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as believe, expect, may, will, provide, could, and should, and the negative of these terms or other similar expressions. These statements include statements relating to: the expected benefits resulting from the acquisition of Cortina's High-Speed Interconnect and Optical Transport product lines, the effect of the acquisition on the Company and its business, the anticipated impact of the acquisition on the Company's market and industry position and market opportunity, expansion of our product offerings, potential annual savings, anticipated efficiencies, and potential revenue growth. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including: the effects of the acquisition on the Company's financial results; the potential inability to successful integrate Cortina's High-Speed Interconnect and Optical Transport product lines, including the potential inability to retain employees, customer or vendors; the Company's ability to sustain profitable operations due to its history of losses and accumulated deficit; dependence on a limited number of customers for a substantial portion of revenue; ability to develop new or enhanced products in a timely manner; development of the markets that the Company targets; market demand for the Company's products; reliance on third parties to manufacture, assemble and test products; ability to compete; and other risks inherent in fabless semiconductor businesses. In addition, actual results could differ materially due to changes in tax rates or tax benefits available, changes in claims that may or may not be asserted, as well as changes in pending litigation. For a discussion of these and other related risks, please refer to Inphi Corporation's recent SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2013, which are available on the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Inphi Corporation undertakes no obligation to update forward-looking statements for any reason, except as required by law, even as new information becomes available or other events occur in the future.
Inphi, the Inphi logo and Think fast are registered trademarks of Inphi Corporation. All other trademarks used herein are the property of their respective owners.
Corporate Contact:
Kim Markle
Inphi Corporation
408-217-7329
kmarkle@inphi.com

text: Inphi

text: Cortina Systems

text: Inphi

text: Inphi Corporation

text: Cortina Systems, Inc.

text: Inphi

text: Inphi

text: Inphi

text: Inphi

text: Ford Tamer

text: Inphi

text: Cortina Systems

text: Inphi Corporation

text: Inphi

text: Inphi

text: Inphi

text: Inphi Corporation

text: Inphi

text: Inphi

text: Inphi

text: Inphi

text: Inphi Corporation

text: Inphi Corporation

text: Inphi

text: Inphi

text: Inphi Corporation

text: Inphi Corporation


text:
EX-99.1
2
a15-1303_1ex99d1.htm
EX-99.1
Exhibit 99.1
HCC INSURANCE HOLDINGS COMPLETES ACQUISITION OF PRODUCERS AG INSURANCE GROUP
HOUSTON (January 2, 2015)...
HCC Insurance Holdings, Inc. (NYSE: HCC)
today announced it has completed the previously announced acquisition of Producers Ag Insurance Group, Inc. (ProAg) from CUNA Mutual Group in an all-cash purchase of ProAg's capital stock for approximately $105 million. This acquisition marks HCC's entry into the crop insurance business.
ProAg is one of the leading writers of crop insurance in the United States with gross earned premiums of $633.5 million in 2013. The company writes multi-peril crop, crop hail, named peril and livestock insurance. In 2013, ProAg was the sixth largest writer of multi-peril crop insurance and crop hail insurance, with a 5% market share. The company is headquartered in Amarillo, Texas with seven offices across the United States. ProAg employs approximately 500 people supporting operations in 41 states.
Headquartered in Houston, Texas, HCC Insurance Holdings, Inc. is a leading specialty insurer with offices in the United States, the United Kingdom, Spain and Ireland. As of September 30, 2014, HCC had assets of $10.8 billion and shareholders' equity of $3.9 billion. HCC's major domestic and international insurance companies have financial strength ratings of "AA (Very Strong)" from Standard & Poor's Corporation, "A+ (Superior)" from A.M. Best Company, Inc., "AA (Very Strong)" from Fitch Ratings, and "A1 (Good Security)" from Moody's Investors Service, Inc.
For more information about HCC, please visit http://www.hcc.com.
Contact:
Doug Busker, Director of Investor Relations
HCC Insurance Holdings, Inc.
Telephone: (713) 996-1192
Forward-looking statements contained in this press release are made under "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. The types of risks and uncertainties which may affect the Company are set forth in its periodic reports filed with the Securities and Exchange Commission.
* * * * *

text: HCC INSURANCE HOLDINGS

text: PRODUCERS AG INSURANCE GROUP

text: HCC Insurance Holdings, Inc.

text: HCC

text: Producers Ag Insurance Group, Inc.

text: CUNA Mutual Group

text: HCC

text: HCC Insurance Holdings, Inc.

text: HCC

text: HCC

text: HCC

text: Doug Busker

text: HCC Insurance Holdings, Inc.


text:
EX-99.1
2
d529777dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
RLH CORPORATION ANNOUNCES SALE OF TWO HOTELS FOR $17.35 MILLION
Red Lion Hotels in Redding and Eureka, California to retain brand
DENVER (February 27, 2018)
-
RLH Corporation
(NYSE:RLH) announced today the sale of Red Lion hotels in Redding and Eureka, California for
$17.35 million. The two hotels are part of the 11 hotels being marketed for sale previously disclosed in October 2017 and are being sold to affiliates of the same buyer.
The buyer will continue to operate the hotels under the Red Lion Hotel brand in addition to an
80-room
hotel in
Monterey, California converting to a Red Lion this summer.
RLH Corporation's total gain on the sales is expected to be over $6.0 million and
$15.3 million of the proceeds of the sales were used for debt repayment at the closing.
"We are excited to close on the sale of the first two
of the 11 hotels we have listed", said RLH Corporation President and Chief Executive Officer Greg Mount. "Because of these sales, the company's real estate-specific costs of interest, depreciation and amortization will be reduced. We
anticipate that as we close on additional hotel sales, the elimination of real estate costs will enhance our ability to generate positive EPS in the future".
The Redding and Eureka hotels accounted for $9.6 million combined revenue on an annual basis for 2017. The hotels' combined adjusted EBITDA on
consolidated reporting was $1.6 million and RLH Corporation's share of the adjusted EBITDA was approximately $860,000 for 2017. This impact does not take into account the previously announced corporate overhead adjustments to reduce
operating costs.
To learn more about franchising with RLH Corporation, visit franchise.rlhco.com.
About RLH Corporation
Red Lion Hotels Corporation is an
innovative hotel company doing business as RLH Corporation and focuses on the franchising, management and ownership of upscale, midscale and economy hotels. The company focuses on maximizing return on invested capital for hotel owners across North
America through relevant brands, industry-leading technology and forward-thinking services. For more information, please visit the company's website at
www.rlhco.com
.
Social Media:
www.Facebook.com/myhellorewards
www.Twitter.com/myhellorewards
www.Instagram.com/myhellorewards
www.Linkedin.com/company/rlhco
Investor Relations Contact:
Amy Koch
O:
509-777-6417
C:
917-579-5012
investorrelations@rlhco.com
Media Contact:
Dan Schacter
Director, Social Engagement and Public Relations
509-777-6222
dan.schacter@rlhco.com

text: RLH CORPORATION

text: RLH Corporation

text: RLH Corporation

text: RLH Corporation

text: RLH Corporation

text: RLH Corporation

text: RLH Corporation

text: RLH Corporation

text: Dan Schacter


text:
EX-99.1
3
exhibit991pressrel.htm
EXH. 99.1 PRESS RELEASE DATED 3/31/09 RE: CREDIT FACILITY
exhibit991pressrel.htm
Exhibit 99.1
For Immediate
Release
Insituform
Technologies, Inc. Enters into
New
$115 Million Credit Facility
CHESTERFIELD,
MO, March 31, 2009 - Insituform Technologies, Inc. (NASDAQ Global Select Market:
INSU) ("Insituform" or the "Company") today announced that it had entered into a
new $115 million credit facility with a syndicate of banks, with Bank of
America, N.A. serving as the administrative agent. The credit
facility consists of a $65 million three-year revolving credit line and a $50
million three-year term loan facility. The entire amount of the term
loan was drawn today by the Company to pay a portion of the cash purchase price
of the Company's acquisition of Corrpro Companies, Inc., which transaction
closed on March 31, 2009. This new facility replaces the Company's
existing $35 million facility, which was scheduled to expire in April
2009.
Banc of
America Securities LLC acted as the sole lead arranger and the sole book manager
in the syndication of the credit facility. In addition to Bank of
America, N.A., the participating banks in the syndicate are Fifth Third Bank, US
Bank, BBVA Compass Bank, JPMorgan Chase, Associated Bank, and Capital One
Bank. As of December 31, 2008, each of the participating banks was
"well capitalized" under federal bank regulatory agency guidelines.
Generally,
interest will be charged on the principal amounts outstanding under the credit
facility at LIBOR plus an applicable margin ranging from 2.75% to 4.00%
depending on the Company's consolidated leverage ratio. The Company
also can opt for an interest rate equal to a base rate (as defined in the credit
documents) plus an applicable margin, which is also based on the Company's
consolidated leverage ratio. The applicable LIBOR borrowing rate
(LIBOR plus Company's applicable margin) as of March 31, 2009 was approximately
4.71%.
The
credit facility includes a provision permitting the Company, by notice to Bank
of America, N.A., as administrative agent, to increase either the revolving
credit line or the term loan with additional commitments of up to $25 million
from either the existing lending banks or additional financial
institutions.
David
Martin, Vice President and Chief Financial Officer, said "We are pleased by the
enthusiasm shown by the participating banks in bringing this credit facility to
fruition. In this time of tight credit markets, our facility was
actually oversubscribed. We are gratified by the confidence that our
banks have shown in our company, our acquisition strategy and our operating plan
going forward".
Insituform
Technologies, Inc. is a leading worldwide provider of proprietary technologies
and services for rehabilitating sewer, water and other underground piping
systems without digging or disruption. More information about Insituform is
available on its website at www.insituform.com.
Insituform®
and the Insituform® logo are the registered trademarks of Insituform
Technologies, Inc. and its affiliates.
CONTACT:
Insituform
Technologies, Inc.
David F.
Morris, Senior Vice President and Chief Administrative Officer
636-530-8000

text:
Insituform
Technologies, Inc.

text: Insituform Technologies, Inc.

text:
Bank of
America, N.A.

text: Corrpro Companies, Inc.

text:
Banc of
America Securities LLC

text:
Bank of
America, N.A.

text: Fifth Third Bank

text:
US
Bank

text: BBVA Compass Bank

text: JPMorgan Chase

text: Associated Bank

text:
Capital One
Bank

override: organization

text:
Bank
of America, N.A.

text:
David
Martin

text:
Insituform
Technologies, Inc.

text:
Insituform
Technologies, Inc.

text:
Insituform
Technologies, Inc.


text:
EX-99.1
4
d846016dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Greenbriar Equity Group Completes Acquisition of Arotech Corporation
ANN ARBOR, Mich. - December 19, 2019 - Arotech Corporation (NasdaqGM: ARTX) ("Arotech") today announced the completion of its acquisition
by an affiliate of Greenbriar Equity Group, L.P. ("Greenbriar"). The transaction, announced on September 22, 2019, was completed on December 19, 2019 following a majority shareholder vote for consideration of approximately
$80 million.
Dean Krutty, CEO and President of Arotech, commented: "We are grateful for the hard work of our employees and excited to deliver
value to our shareholders in consummating this transaction. The entire Arotech team is looking forward to our partnership with Greenbriar and the opportunity to invest in continued growth and expanded capabilities to support our customers".
Noah Roy, Managing Partner at Greenbriar, said: "We are proud to invest in a company whose rich history, proven technology and deep capabilities
support critical missions in both the military and commercial markets".
The acquisition was effected through the previously announced offer by
Greenbriar of $3.00 in cash for each share of Arotech common stock. As a result of the completion of the transaction, Arotech becomes a private company and its shares are no longer listed for trading on the Nasdaq Global Market.
B. Riley FBR, Inc. served as financial advisor and Lowenstein Sandler LLP served as legal advisor to Arotech. Kirkland & Ellis LLP served as legal
advisor to Greenbriar.
About Arotech Corporation
Arotech Corporation is a defense and security company engaged in two business areas: interactive simulation and mobile power systems.
Arotech is incorporated in Delaware, with corporate offices in Ann Arbor, Michigan, and research, development and production subsidiaries in Michigan, South
Carolina, and Israel. For more information on Arotech, please visit Arotech's website at
www.arotech.com
.
About Greenbriar Equity
Group
Founded in 1999, Greenbriar Equity Group is a private equity firm with over $3.5 billion of committed capital focused on investing in
market-leading manufacturing and services businesses in partnership with proven management teams. Greenbriar looks to identify companies capitalizing on strong long-term growth prospects that can benefit from Greenbriar's industry knowledge,
operating capabilities, network of senior executive relationships, strategic insight and access to capital. Sectors of particular focus include aerospace and defense, industrial and business services, transportation and logistics, and specialty
manufacturing. Additional information may be found at
www.greenbriarequity.com
.
Investor Relations Contact
:
Scott Schmidt
Scott.Schmidt@arotechusa.com
800-281-0356

label: fund

text: Greenbriar Equity Group

override: fund

review_confirmation: Agent row audit 0000-1259

text: Arotech Corporation

text: Arotech Corporation

text: Arotech

text: Greenbriar Equity Group

text: Dean Krutty

text: Arotech

text: Arotech

text: Noah Roy

text: Arotech

text: Arotech

text: B. Riley FBR, Inc.

text: Lowenstein Sandler LLP

text: Arotech

text: Kirkland & Ellis LLP

text: Arotech Corporation

text: Arotech Corporation

text: Arotech

text: Arotech

text: Arotech

text:
Greenbriar Equity
Group

text: Greenbriar Equity Group


text:
EX-99.1
2
a08-19371_1ex99d1.htm
EX-99.1
Exhibit 99.1
3101 Wilson Boulevard,
Suite 700
News Release
Arlington, VA 22201
Contacts:
Brian
J. Clark, Executive Vice President & CFO, Stanley
(703)
310-3236
Lawrence
Delaney, Jr., Investor Relations Counsel
(703)
739-7410
Media Contact:
Joelle Pozza, Stanley
(703) 310-3218
Joelle.Pozza@stanleyassociates.com
FOR IMMEDIATE RELEASE
Stanley Adds New Customers, Contract Vehicles and Service Offerings
with Closing of Oberon Acquisition
ARLINGTON,
Va.
-
July 15, 2008
- Stanley, Inc.
(NYSE: SXE), a leading provider of systems integration and professional
services to the U.S. federal government, announced today that it has completed its
acquisition of Oberon Associates, Inc., an engineering, intelligence
operations and information technology services company.
As
previously announced, Stanley entered into a definitive agreement to acquire
Oberon on June 10, 2008. The purchase price at closing was approximately $170
million, net of cash acquired, subject to certain post-closing working capital
and other adjustments.
Founded
in 2002, Oberon provides engineering, operational intelligence and information
technology support to multiple elements of the U.S. Army, in addition to the
U.S. Air Force, Defense Information Systems Agency, Transportation Security Administration
and several agencies throughout the intelligence community. Oberon's areas of
expertise include biometrics systems engineering, integration and operational
deployment; intelligence community support; communications engineering; and
information technology and enterprise data management.
"The
acquisition of Oberon further expands the range of solutions offered to our
customers, bringing biometric applications experts, functional experts within
the intelligence community, and expertise in communications and information
management systems to Stanley", said Phil Nolan, Stanley's chairman, president
and CEO. "It also provides even greater career opportunities for our collective
employees".
The
acquisition of Oberon adds more than 600 employees, including 10 regional
offices in the United States and seven countries abroad.
-
more-
Stanley
also announced that it has exercised and closed on an additional $69 million of
available credit through a partial exercise of the accordion feature associated
with the company's Senior Revolving Credit and Term Loan Facility. The additional
credit capacity was provided by three existing lenders and three new lenders.
"This
increase in our senior credit facility will be used in part to fund the
acquisition of Oberon and to provide additional funding for working capital
requirements", said Brian Clark, Stanley's executive vice president and chief financial
officer. "We are executing on our strategy to foster growth in new areas by
deploying the strength of Stanley's balance sheet for our mergers and
acquisitions program".
Stanley
will update its previously announced financial guidance to reflect the Oberon
acquisition in its fiscal first quarter 2009 earnings call scheduled for July 31,
2008, at 5:00 pm Eastern.
About
Stanley
Stanley
(NYSE: SXE) is a provider of information technology services and solutions to
U.S. defense and federal civilian government agencies. Stanley offers its
customers systems integration solutions and expertise to support their
mission-essential needs at any stage of program, product development or
business lifecycle through five service areas: systems engineering, enterprise
integration, operational logistics, business process outsourcing, and advanced
engineering and technology. Headquartered in Arlington, Va., the company has more
than 4,400 employees at over 100 locations in the U.S. and worldwide. In 2008
and 2007, Stanley was recognized by FORTUNE® magazine as one of the "100 Best
Companies to Work For." Please visit www.stanleyassociates.com for more
information.
Any statements in this press
release about our future expectations, plans and prospects, including
statements containing the words "estimates", "anticipates", "plans", "expects"
and similar expressions, constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those indicated by such forward-looking statements
as a result of various important factors discussed in our Annual Report on Form 10-K
for the fiscal year ended March 31, 2008, as filed with the Securities and
Exchange Commission (SEC), and additional filings we make with the SEC. In
addition, the forward-looking statements included in this press release
represent our views as of the date of this release. We assume no obligation to
update publicly or revise any forward-looking statements made herein or any
other forward-looking statements made by us, whether as a result of new
information, future events or otherwise.
# # #
2

text: Stanley

text: Stanley

text: Stanley

text: Oberon

text: Stanley, Inc.

text: Oberon Associates, Inc.

text: Stanley

text: Oberon

text: Oberon

text: Oberon

text: Oberon

text: Stanley

text: Stanley

text: Oberon

text: Stanley

text: Oberon

text: Stanley

text: Stanley

text: Stanley

text: Oberon

text: Stanley

text: Stanley

text: Stanley

text: Stanley


text:
EX-99.1
3
doc3.txt
Exhibit 99.1
Sun Network Group, Inc. Merges with Aventura
Holdings, Inc.
AVENTURA, Fla., Oct. 21, 2005 (PRIMEZONE) -- Sun Network Group, Inc.
(OTCBB:SNNW) (Frankfurt:WKN#570891) ("SNNW") announces its merger with Aventura
Holdings, Inc. and adopts its name to better describe its mission as a Business
Development Company.
On October 11, 2005, prior to the contemplated merger and as a condition
precedent thereto, Aventura Holdings, Inc. distributed all net assets and
related rights to its sole shareholder, a private trust, under agreement dated
March 29, 2004. On October 19, 2005 Aventura Holdings, Inc. transferred all of
its outstanding shares to Sun Network Group, Inc. Sun Network Group, Inc. and
Aventura Holdings, Inc. agreed and acknowledged that Sun Network Group, Inc.
acquired Aventura Holdings, Inc. solely for purposes of a merger to adopt the
name of Aventura Holdings, Inc. and Aventura Holdings, Inc. would be merged out
of existence to permit same. The Company intends to immediately notify the NASD
of the name change and request a new trading symbol.
Aventura Holdings, Inc. launched a website (www.Aventura-Holdings.com) to best
-------------------------
explain to both the investment community and those companies who might be
potential investments. This website includes clarification about the types of
investments that are appropriate for a business development company and how the
company investigates and decides on appropriate investment opportunities. This
website also contains a basic description about the conduct and operation of a
business development company.
About Aventura Holdings, Inc.
Aventura Holdings, Inc. is a business development company governed under the
Investment Company Act of 1940. Aventura Holdings, Inc. seeks investment
opportunities in early stage and developing companies. The Company is currently
focused on increasing the value of its investment portfolio and looking for
additional investments all with the goal of returning increased value to its
shareholders. Until such time as the Company files and receives acceptance of a
new trading symbol from the NASD, the Company will continue to be known as Sun
Network Group, Inc. for reporting purposes.
Safe Harbor
This press release may contain "forward-looking statements." Although Aventura
Holdings, Inc. believes any such statements are based on reasonable assumptions,
there is no assurance that actual outcomes will not be materially different.
Aventura Holdings, Inc. assumes no obligation to update those statements to
reflect actual results, changes in assumptions and other factors. The
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors that could cause actual results to differ materially from
those projected. Additional information that could lead to material changes in
performance is contained in filings with the Securities and Exchange Commission.
-0-
CONTACT:
Aventura Holdings, Inc.
1+305-937-2000
Info@Aventura-Holdings.com
www.Aventura-Holdings.com

text: Sun Network Group, Inc.

text:
Aventura
Holdings, Inc.

text: Sun Network Group, Inc.

text:
Aventura
Holdings, Inc.

text: Aventura Holdings, Inc.

text: Aventura Holdings, Inc.

text: Sun Network Group, Inc.

text: Sun Network Group, Inc.

text: Aventura Holdings, Inc.

text: Sun Network Group, Inc.

text: Aventura Holdings, Inc.

text: Aventura Holdings, Inc.

text: Aventura Holdings, Inc.

text: Aventura Holdings, Inc.

text: Aventura Holdings, Inc.

text: Aventura Holdings, Inc.

text: Aventura Holdings, Inc.

text:
Sun
Network Group, Inc.

text:
Aventura
Holdings, Inc.

text: Aventura Holdings, Inc.

text: Aventura Holdings, Inc.


text:
EX-99.1
10
tm2011452d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
SMG
Industries Acquires a Leading Midstream Logistics and Rig Move Company Projected to Increase Annual Revenues Approximately 590%
to an estimated $60 million for fiscal 2020
SMG
Continues its Buy and Build Strategy diversifying into Midstream with established compressor heavy haul and drilling rig move
services company
HOUSTON, TX. March
3, 2020 (Accesswire) - SMG Industries, Inc. (the "Company") (OTCQB:SMGI), a growth-oriented midstream and oilfield services
company operating in the Southwest United States announced today the acquisition of 100% of the membership interests of 5J Oilfield
Services LLC and 5J Trucking LLC (together the "5J Companies" or "5J") that closed on February 27, 2020.
5J is an industry
recognized sixteen year old company that enjoys a strong presence operating throughout the Southwest United States with over 165
customers. 5J is an asset rich company with a fleet of approximately 100 trucks, 240 trailers, 18 cranes and 25 forklifts utilized
to move large compressors and production equipment for midstream, pipeline and oilfield companies, as well as drilling rig mobilization
for operators and drilling contractors. 5J's assets were recently appraised at $24 million, in connection with the acquisition,
based on an orderly liquidation value basis (OLV). 5J currently has five facilities to service its broad base of customers throughout
Texas, Louisiana and New Mexico.
Highlights of the
acquisition include:
·
The
Company acquired 100% of the membership interests of both 5J Oilfield Services LLC and
5J Trucking LLC for approximately $27.3 million in consideration of a combination of
cash, assumed notes, preferred stock and refinanced debt,
·
Currently,
the Company projects 2020 consolidated revenues, inclusive of 5J, of approximately $60
to 64 million and an estimated adjusted EBITDA range of approximately $7 to 8 million,
·
The
seasoned and proven 5J management team has been retained with 5J post-acquisition under
new employment agreements and SMGI vesting scheduled incentive stock options,
·
The
acquisition is immediately accretive to SMGI on a consolidated basis,
·
Strong
cross-selling opportunities exist given the additional 165+ combined customer base,
·
The
Company's buy and build strategy indicates both cross selling opportunities with
its acquisition and has identified other midstream acquisition candidates to further
follow customer growth and capex spend in that sector.
5J's sales
force will immediately be able to promote SMG's products and SMG's customers will have instant access to 5J's
large fleet of assets for midstream compressor logistics, production equipment heavy haul and drilling rig move capabilities.
The management team of 5J have all been retained through multi-year employment agreements and vesting scheduled stock option grants
in SMGI.
After a previous
successful exit in 1998, 5J was founded in 2004 and benefits from the leadership of an industry recognized leader in Jimmy Frye,
who has been a long standing participant in industry associations such as the IADC.
Matt Flemming,
CEO of SMG Industries, Inc. stated, "SMG views this acquisition as immediately accretive and strategic to its business.
Many midstream pipeline customers are increasing their spend and capex this year and represent a major growth area for 5J and
SMGI. This acquisition will provide additional access into the midstream sector and bring about more than 100 new non overlapping
MSAs for cross-selling. SMGI's buy and build strategy includes current plans for additional midstream service companies
in the Southwest United States and other strategic acquisitions in 2020".
James "Jimmy"
Frye, Founder and President of 5J stated, "I am excited to join SMG in their pursuit to consolidate the midstream and oilfield
services industry. Recent industry trends indicate further consolidation is going to happen and our team wants to be in the driver's
seat for that change. The 5J management team will remain in place with a plan to grow our existing operations by focusing on our
midstream customers and their logistics and transportation needs for their infrastructure, as well as growing our fleet through
independent trucking companies that want to partner with an established firm like 5J".
About SMG Industries,
Inc.:
SMG Industries is a growth oriented midstream and oilfield services company that operates throughout the Southwest United
States. Through its wholly-owned operating subsidiaries, the Company offers an expanding suite of products and services across
the market segments of midstream, drilling, completions and production. SMG's subsidiaries 5J Trucking LLC and 5J Oilfield
LLC provide midstream heavy haul infrastructure logistics support for compressors and production equipment transport. 5J also
is a leader in drilling rig relocation in the Southwest US. Trinity Services LLC performs lease road, multi-well drilling pad
and pit construction along with well site services utilizing work over and swab rigs. MG Cleaners LLC, provides contract drilling
companies and oil and gas operators with proprietary branded products including detergents, surfactants and degreasers (such as
Miracle Blue®) as well as equipment and services crews that perform on-site repairs, maintenance and drilling rig wash services.
SMG's rental division includes an inventory of bottom hole assembly (BHA) oil tools such as stabilizers, drill collars,
crossovers and bit subs rented to oil companies and their directional drillers. In the Completions market segment, SMG's
frac water management division, known as Momentum Water Transfer, focuses in frac water management providing high volume above
ground equipment and temporary infrastructure to route water used on location for fracing. SMG Industries, Inc. headquartered
in Houston, Texas has facilities in Carthage, Odessa, Alice, Palestine and Waskom, Texas. Read more at
www.SMGindustries.com
and
www.MGCleanersllc.com
and
www.ts-oilfield.com
,
www.MomentumWTS.com
and
www.5joilfield.net.
Source: Matthew
Flemming, SMG Industries, Inc. +1-713-821-3153

text:
SMG
Industries

text: SMG Industries, Inc.

text:
5J Oilfield
Services LLC

text: 5J Trucking LLC

text: 5J Oilfield Services LLC

text: 5J Trucking LLC

text: Matt Flemming

text: SMG Industries, Inc.

text:
SMG Industries,
Inc.

text: SMG Industries

text: 5J Trucking LLC

text: SMG Industries, Inc.

text: SMG Industries, Inc.


text:
EX-99.1
3
rrd128491_15748.htm
PRESS RELEASE DATED AUGUST 24, 2006
PRESS RELEASE
Contacts:
Analytical Surveys, Inc.
Pfeiffer High Investor Relations, Inc.
Lori Jones
Geoff High
Chief Executive Officer
303/393-7044
210/657-1500
geoff@pfeifferhigh.com
ANALYTICAL SURVEYS ANNOUNCES SALE OF WISCONSIN ASSETS TO RAMTECH
SAN ANTONIO, Texas -- August 24, 2006
_
Analytical Surveys, Inc. (ASI) (NASDAQ Capital Market: ANLT), today announced the sale of selected assets associated with its Geographic Information Systems (GIS) office in Waukesha, Wisconsin to RAMTeCH Software Solutions, Inc.
As part of the asset sale, ASI will transfer several ongoing GIS service contracts along with ownership of the hardware, software and other equipment necessary for the operation of the Wisconsin office. In addition, RAMTeCH will employ all of the people currently associated with the Wisconsin operation. Lori Jones, ASI's CEO said, "While this office has played a meaningful role within ASI, its sale provides us the opportunity to significantly reduce our operating costs and accelerate the collection of cash from operations as we refocus our efforts on the energy business. This transaction keeps intact the exceptional GIS expertise and capabilities that reside within the Wisconsin base of operations and enables RAMTeCH to maintain the high-quality service ASI's current and former GIS customers have come to expect".
Manish Sanwalka, president of RAMTeCH, said, "We are excited about acquiring the Wisconsin based GIS operations from ASI, as this adds on-shore capabilities to our service offerings to the utilities and telecommunications sectors. We have been performing services as a subcontractor on the majority of contracts that are being transferred; therefore we fully expect a seamless transition of the business with no interruption of service or other impact to these very important clients. We welcome the addition of the expertise and experience that the ASI team brings to RAMTeCH, and look forward to growing the business".
ASI will retain assets associated with its San Antonio corporate headquarters and certain contracts, which include the Puerto Rico Electric Power Authority (PREPA) and pole inspection software and services contract with Utility Pole Technologies, Inc. (UPT) a division of Asplundh Tree Expert Company.
About ASI
Analytical Surveys Inc. (ASI) (Nasdaq: ANLT), formerly a provider of utility-industry data collection, creation and management services for the geographic information systems (GIS) markets has recently transitioned its focus toward the development of oil and gas opportunities.
ASI's Energy Division
is focused on expansion into high-quality exploratory and developmental drilling opportunities and purchases of proven reserves with upside potential attributable to behind-pipe reserves, infill drilling, deeper reservoirs and field extension opportunities. ASI is headquartered in San Antonio, Texas. For more information, visit
www.anlt.com
and
www.asienergy.com
.
About RAMTeCH
RAMTeCH provides Information Technology Outsourcing services to the global market, with prime emphasis on CAD/GIS Services. For over 14 years, RAMTeCH has consistently excelled in providing its clients in North America, Europe and Middle East with the best services from its ISO Certified facilities. RAMTeCH is headquartered in New Delhi, India, and employs over 1200 people globally, with offices in New Jersey and Florida in the USA.
www.ramtech-corp.com
.
This press release contains forward-looking statements that involve risks and uncertainties. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this press release, the words "anticipate", "believe", "estimate", "intend" and "expect" and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding the Company's strategy, future sales, future expenses, ability to collect cash from operations, and future liquidity and capital resources. All forward-looking statements in this press release are based upon information available to the Company on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. The Company's actual results could differ materially from those discussed in this press release. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1. Business--"risk factors" and elsewhere in the Company's Annual Report on Form 10-KSB.

text: Analytical Surveys, Inc.

text: Geoff High

text: ANALYTICAL SURVEYS

text: Analytical Surveys, Inc.

text: RAMTeCH Software Solutions, Inc.

text: Manish Sanwalka


text:
EX-99.1
2
x999315.htm
PRESS RELEASE DATED SEPTEMBER 3, 2015
Pfizer Inc. Press release
Exhibit 99.1
[PFIZER LOGO]
For immediate release:
Media Contacts:
September 3, 2015
Joan Campion
(212) 733-2798
Investor Contact:
Chuck Triano
(212) 733-3901
Pfizer Completes Acquisition of Hospira
Creates a leading Global Established Pharmaceutical (GEP) Business
Expected to be immediately accretive to adjusted diluted EPS
(1)
upon closing;
$0.10-$0.12 accretion to adjusted diluted EPS expected in first full year after close with additional accretion anticipated thereafter
NEW YORK, N.Y., September 3 - Pfizer Inc. (NYSE: PFE) today announced that it has completed its acquisition of Hospira, Inc.
"We are pleased that Hospira, the world's leading provider of injectable drugs and infusion technologies and a global leader in biosimilars, is now part of Pfizer. We want to welcome our new Hospira colleagues to Pfizer. We are excited to add their talents and proud of the shared commitment of all Pfizer colleagues to serving patients worldwide", said Ian Read, chairman and chief executive officer, Pfizer. "We believe that through this transaction, we've created value for our shareholders by delivering incremental revenue and expected EPS growth in the near-term by strengthening our GEP business and positioning it for future growth".
Pfizer's GEP business now has a leadership position in the large and growing sterile injectables category, with a robust portfolio of both generic and branded products. The global market for generic sterile injectables is estimated to be $70 billion in 2020. In addition, GEP has significantly advanced its biosimilars business with a broadened portfolio of marketed products and pipeline assets, which will benefit from Pfizer's best-in-class capabilities in monoclonal antibody development and manufacturing. The global market for biosimilars is estimated to be approximately $20 billion in 2020. The industry-leading medication management systems business, which is now part of GEP, is a complementary business that benefits patients and healthcare systems through improved accuracy and productivity in clinical care. Pfizer is now poised to use its commercial capabilities, global scale, scientific expertise and manufacturing prowess, which now includes two of the largest sterile injectable manufacturing facilities in the world, to maximize the global potential of its enhanced GEP portfolio of sterile injectables, biosimilars and medication management systems.
"Pfizer and Hospira are now one unified team providing patients with access to one of the broadest and most diverse portfolios of difficult-to-manufacture, life-saving sterile injectable products in the industry. Together, we are also a leading global biosimilars company with a robust pipeline, best-in-class development capabilities and extensive real-world commercialization experience. We can also deliver novel capabilities through our medication management systems business", said John Young, group president, Global Established Pharmaceutical business. "By increasing the number and availability of high-quality generic injectable drugs and biosimilars that we offer our customers, we are strengthening our commitment to improving the health and quality of life of patients around the world with high quality medicines across key therapeutic areas".
Pfizer continues to expect the transaction to be immediately accretive to adjusted diluted EPS
(1)
upon closing, and accretive by $0.10 - $0.12 per share in the first full year after the close, with additional accretion anticipated thereafter. In addition, Pfizer expects the transaction will deliver $800 million in annual cost synergies by 2018. Pfizer intends to update its 2015 financial guidance in the coming weeks to incorporate Hospira. The guidance will reflect the anticipated contribution from Hospira operations from the time of the completion of the Hospira merger to Pfizer's fiscal year end, which is November 30, 2015 for Pfizer's international fiscal year and December 31, 2015 for Pfizer's U.S. fiscal year.
Hospira, Inc. is now a subsidiary of Pfizer Inc. The combination of local Pfizer and Hospira entities may be pending in various jurisdictions and integration is subject to completion of various local legal and regulatory steps.
Information for Hospira Shareholders
On September 3, 2015, Hospira's common stock ceased trading on the New York Stock Exchange, and former Hospira shareholders became entitled to receive the per share merger consideration of $90 in cash (without interest and less any applicable withholding taxes) for each share of Hospira common stock they owned as of September 3, 2015.
For Hospira registered shareholders, Pfizer has appointed Computershare Trust Company N.A. as paying agent for payment of the merger consideration. Information concerning the exchange of Hospira shares for the per share merger consideration is being mailed to Hospira registered shareholders, outlining the steps to be taken to obtain the merger consideration. Registered shareholders do not need to take any action regarding their shares until contacted by the paying agent. For additional information, please contact Computershare Trust Company, N.A. at 1-800-546-5141 (within the U.S., its territories and Canada) or +1-781-575-2765 (outside the U.S., its territories and Canada). Hospira shareholders who own shares through a bank, brokerage firm or other nominee (in "street name"), should contact their bank, broker or nominee for further information about receiving the merger consideration.
Pfizer Inc.: Working together for a healthier world
™
At Pfizer, we apply science and our global resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products. Our global portfolio includes medicines and vaccines as well as many of the world's best-known consumer health care products. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as one of the world's premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 150 years, Pfizer has worked to make a difference for all who rely on us. To learn more, please visit us at www.pfizer.com.
DISCLOSURE NOTICE:
The information contained in this release is as of September 3, 2015. Pfizer assumes no obligation to update forward-looking statements contained in this release as the result of new information or future events or developments.
This release contains forward-looking information related to Pfizer and the acquisition of Hospira by Pfizer that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this release include, among other things, those about the potential benefits of the acquisition, anticipated synergies, accretion and growth, the combined company's plans and prospects, the financial condition, results of operations and business of Pfizer and anticipated industry growth rates. Risks and uncertainties include, among other things, risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that expected synergies will not be realized or will not be realized within the expected time frame; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the acquisition; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange or interest rates; changes in tax laws, regulations, rates and policies; the uncertainties inherent in research and development; and competitive developments.
A further description of risks and uncertainties relating to Pfizer can be found in Pfizer's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, including in the sections thereof captioned "Risk Factors" and "Forward-Looking Information and Factors That May Affect Future Results", as well as in its subsequent reports on Form 10-Q and Form 8-K, all of which are filed with the SEC and available at www.sec.gov and www.pfizer.com.
(1)
Adjusted diluted EPS is defined as reported U.S. GAAP diluted EPS excluding purchase accounting adjustments, acquisition-related costs, discontinued operations and certain significant items. We believe that investors' understanding of our performance is enhanced by disclosing this measure. The Adjusted diluted EPS measure is not, and should not be viewed as, a substitute for U.S. GAAP net income and its components and diluted EPS.
# # # # #

text: Pfizer Inc.

text: PFIZER

text: Pfizer

text: Hospira

text: Pfizer Inc.

text: Hospira, Inc.

text: Hospira

text: Pfizer

text: Hospira

text: Pfizer

text: Pfizer

text: Ian Read

text: Pfizer

text: Pfizer

text: Pfizer

text: Pfizer

text: Pfizer

text: Hospira

text: Pfizer

text: Pfizer

text: Pfizer

text: Hospira

text: Hospira

text: Hospira

text: Pfizer

text: Pfizer

text: Pfizer

text: Hospira, Inc.

text: Pfizer Inc.

text: Pfizer

text: Hospira

text: Hospira

text: Hospira

text: Hospira

text: Hospira

text: Hospira

text: Pfizer

text: Hospira

text: Hospira

text: Hospira

text: Pfizer Inc.

text: Pfizer

text: Pfizer

text: Pfizer

text: Pfizer

text: Pfizer

text: Hospira

text: Pfizer

text: Pfizer

text: Pfizer

text: Pfizer


text:
EX-99.1
3
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
TRUE NATURE HOLDING, INC. ACQUIRES ATLANTA COMPOUNDER, BEGINS BUILD
OUT OF SOUTHEAST REGION
April 1, 2016 - Atlanta, Georgia - True Nature Holding, Inc. (OTCQB:TNTY,
"the Company") today announced that it has entered into a letter of intent to acquire Integrity Compounding Pharmacy,
who is established in the Georgia pharmacy marketplace, from their base in Dunwoody, Georgia, a suburb of Atlanta. Casey Gaetano,
its Founder and CEO, will join the management team at True Nature.
"We are please to establish our first operations in Atlanta,
where we maintain our corporate headquarters. Integrity was founded by Mr. Gaetano, who has a vision very much in concert with
ours. We see his experience and vision a very important aspect of this transaction", said Steve Keaveney, the Company's
Chairman and CEO. "I am quite excited about the future of the industry, and see the True Nature corporate vision fully in
synch with my own. There are significant market changes in the works, and with the available capital of a publicly held company,
consolidation of the businesses is more easily accomplished", said Gaetano, about the prospects of joining the Company.
Mr. Gaetano, age 29, founded Integrity in 2015, and has established
relationships within the compounding pharmacy area in the Southeast. He is a graduate of Emory University in Atlanta. He will become
the Vice President of Corporate Development upon closing, reporting to Mr. Keaveney.
The transaction is subject to final due diligence,
and approval of both companies Board of Directors. The transaction involves a combination of stock and debt, and is expected to
close in the next 30 days.
About True Nature Holding, Inc.
:
True
Nature Holding's business plan contemplates a roll-up of businesses in the compounding pharmacy industry. The plan contemplates
multiple acquisitions of businesses who have traditionally operated locally, but who have specialty formulations that may have
a larger market. It intends to seek compounding pharmacies that serve the veterinary markets, as well as for humans. To achieve
its goals, it intends to acquire a number of pharmacies across the US with the planned objective of establishing a national online
pharmacy, True Nature Pharmacy, which will be a wholly owned subsidiary, will sell its product mix nationally through online marketing
distribution channels.
Statement Under the Private Securities Litigation
Reform Act
As contemplated by the
provisions of the Safe Harbor section of the Private Securities Litigation Reform Act of 1995, this news release contains
forward-looking statements pertaining to future, anticipated, or projected plans, performances and developments, as well as
other statements relating to future operations. All such forward-looking statements are necessarily only estimates or
predictions of future results or events and there can be no assurance that actual results or events will not materially
differ from expectations. Further information on potential factors that could affect True Nature Holding, Inc. is included in
the Company's filings with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update
any forward-looking statements
.
FOR MORE INFORMATION ABOUT TRUE NATURE HOLDING,
INC.,
PLEASE CONTACT:
Stephen
Keaveney
Chief Executive Officer
EMAIL:
skeaveney@gmail.com
404-254-6980

text: TRUE NATURE HOLDING, INC.

text: True Nature Holding, Inc.

text: Integrity Compounding Pharmacy,

text: Steve Keaveney

text: True Nature Holding, Inc.

text: True Nature Holding, Inc.

text:
TRUE NATURE HOLDING,
INC.

text:
Stephen
Keaveney


text:
EX-99.3
25
exh99-3.htm
January 7, 2015 Exhibit 99.3
EXHIBIT 99.3
S&W Seed Company to Conduct Conference
Call to Discuss Recent Acquisition on
Thursday, January 8, 2015
Conference call to be conducted at 4:30 pm ET
For Immediate Release
Company Contact:
Matthew Szot, Chief Financial Officer
S&W Seed Company
Phone: (559) 884-2535
www.swseedco.com
Investor Contact:
Joe Dorame, Robert Blum, Joe Diaz
Lytham Partners, LLC
Phone: (602) 889-9700
sanw@lythampartners.com
www.lythampartners.com
FIVE POINTS, California
- January 5, 2015 - S&W Seed Company (Nasdaq: SANW) has scheduled a conference call to discuss
the Company's recent acquisition of DuPont Pioneer's alfalfa research and production assets on Thursday, January 8, 2015, at 4:30 pm ET.
Interested parties can access the conference call by dialing (877) 317-6789 or (412) 317-6789 or can listen via a live Internet webcast, which is available in
the Investor Relations section of the Company's website at http://swseedco.com/investors/.
A teleconference replay of the call will be available for three days at (877) 344-7529 or (412) 317-0088, confirmation #010815. A webcast replay will be available in the Investor
Relations section of the Company's website at http://swseedco.com/investors/ for 30 days.
About S&W Seed Company
Founded in 1980, S&W Seed Company is a global agricultural company, headquartered in the Central Valley of California. The Company's vision is to be the world's preferred
proprietary seed company which supplies a range of forage and specialty crop products that supports the growing global demand for animal proteins and healthier consumer diets.
The Company is the global leader in alfalfa seed, with unrivaled research and development, production and distribution capabilities. S&W's capabilities span the world's
alfalfa seed production regions with operations in the San Joaquin and Imperial Valleys of California, five other U.S. states, Australia, and three provinces
in Canada, and sells its seed products in more than 25 countries around the globe. Additionally, the company is utilizing its research and breeding expertise to develop
and produce stevia, the all-natural, zero calorie sweetener for the food and beverage industry. For more information, please visit
www.swseedco.com.
Safe Harbor Statement
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
"Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may", "future", "plan" or "planned", "will" or
"should", "expected", "anticipates", "draft", "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause
future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from
those projected in the forward-looking statements as a result of various factors and other risks identified in the company's Annual Report on Form 10-K for the fiscal year ended June
30, 2014, and in other filings made by the Company with the Securities and Exchange Commission.

text: S&W Seed Company

text: Matthew Szot

text: S&W Seed Company

text: S&W Seed Company

text: DuPont Pioneer

text: S&W Seed Company

text: S&W Seed Company