text:
EX-99
4
ex99-1.htm
PRESS RELEASE
ex99-1
E
xhibit
99.1
AutoWeb Acquires Assets of Vehicle Acquisition Company CarZeus to
Expand Matchmaking Capabilities
Transaction Extends Company Further into Used Cars, Increasing
TAM
●
Acquisition of Assets a $400K All-cash Purchase from McCombs Family
Partners and Founder
●
Company Intends to Leverage its Efficient Traffic Acquisition
Capabilities, Management Experience to Drive Growth, Improve
Profitability and Scale Processes
●
Transaction Supports Product Investment Strategy to Match Consumers
with Their Preferred Vehicle Transactions
●
Company Executives to Discuss the Transaction at Earnings Call
Scheduled for Aug. 5
TAMPA, Fla., Aug. 2, 2021 -
AutoWeb, Inc.
(Nasdaq:
AUTO
), an
automotive matchmaking platform connecting in-market car shoppers
to their preferred vehicle transactions, today announced it has
acquired the assets of
CarZeus
, a San
Antonio, Texas-based used vehicle acquisition platform that
purchases vehicles directly from consumers and resells them through
wholesale channels. AutoWeb intends to expand its used vehicle
acquisition offering beyond CarZeus' current San Antonio
market by leveraging AutoWeb's significant traffic
acquisition capability and the management team's depth of
relevant experience.
"As a matchmaker, AutoWeb helps guide consumers through the
large, complex, and multi-choice transaction of purchasing a
vehicle. Providing our in-market audience with this alternative to
dispose of their current vehicles is a natural product line
extension", said Jared Rowe, president and CEO of AutoWeb.
"CarZeus offers an alternative disposal experience for
consumers seeking to sell their cars. We believe that
AutoWeb's unique ability to efficiently identify in-market
car buyers is a key differentiator that will allow us to match more
of those consumers to the vehicle disposal experience they
prefer."
This acquisition positions AutoWeb to participate more meaningfully
in the consumer used vehicle disposal market, which is highly
fragmented and very large. Industry estimates size that market to
include approximately 25 million vehicles annually with a total
estimated value of approximately $230 billion. Importantly, this
acquisition also supports AutoWeb's ongoing product
investment strategy to provide increasingly useful consumer
experiences through its portfolio of automotive brands, including
Car.com and UsedCars.com. This blended online and offline approach
is intended to not only benefit consumers, but also retailers who
will gain access to a new source of inventory in an efficient and
cost-effective manner.
AutoWeb's capabilities form a platform that is well-suited to
support significant used vehicle acquisition growth. The company
believes its efficient audience acquisition, portfolio of
automotive brands, proprietary technology, and differentiated data
assets combine to create a novel market position that will benefit
consumers and customers alike.
"This is where we see automotive marketplaces evolving both
domestically and globally", said Rowe. "Our audience is
already cross-shopping new and used vehicles online, most often
with vehicle disposal as a component of their ultimate transaction
or set of transactions. We plan to adopt an omni-channel engagement
model that incorporates retail-ready functionality and services,
like vehicle disposal, to deliver improved value to both clients
and consumers".
AutoWeb's acquisition of CarZeus assets closed on July 31,
2021, at an all cash price of $400,000 for assets owned by San
Antonio's McCombs Family Partners and CarZeus founder Phil
Kandera.
"McCombs Family Partners is proud to have guided CarZeus
through its initial stages of growth and success", said Joe
Shields, director of business development for majority-owner
McCombs
Family Partners. "AutoWeb
is well-positioned to guide CarZeus from here, so it can reach its
full potential".
Kandera, who founded CarZeus in 2017 after decades of dealership
experience, has joined AutoWeb as executive director, vehicle
acquisition, and will lead day-to-day operations of AutoWeb's
used vehicle acquisition business under the CarZeus brand. As an
inducement for joining the company, Kandera was granted options to
acquire 50,000 shares of the company's common stock at an
exercise price equal to
$3.12
per share, which was the closing price of the
common stock on The Nasdaq Capital Market today. The options have a
term of seven years, and one-third of the options will vest on the
first anniversary of the grant date and one thirty-sixth of the
options shall vest on each successive monthly anniversary of the
grant date for the following 24 months.
About AutoWeb, Inc.
AutoWeb,
Inc. provides high-quality consumer leads, clicks and associated
marketing services to automotive dealers and manufacturers
throughout the United States. The company also provides consumers
with robust and original online automotive content to help them
make informed car-buying decisions. The company pioneered the
automotive Internet in 1995 and has since helped tens of millions
of automotive consumers research vehicles; connected thousands of
dealers nationwide with motivated car buyers; and has helped every
major automaker market its brand online.
Forward-Looking Statements Disclaimer
The
statements contained in this press release that are not historical
facts are forward-looking statements under the federal securities
laws. Words such as "anticipates", "could,"
"may", "estimates", "expects,"
"projects", "intends,"
"pending", "plans", "believes,"
"will" and words of similar substance, or the negative
of those words, used in connection with any discussion of future
operations or financial performance identify forward-looking
statements. In particular, statements regarding expectations and
opportunities, new product expectations and capabilities,
projections, statements regarding future events, and our outlook
regarding our performance and growth are forward-looking
statements. These forward-looking statements, including that (i)
the company intends to leverage its efficient traffic acquisition
capabilities, and management experience to drive growth, improve
profitability and scale processes; (ii) AutoWeb intends to expand
its used vehicle acquisition offering beyond CarZeus' current
San Antonio market by leveraging AutoWeb's significant
traffic acquisition capability and the management team's
depth of relevant experience; (iii) that the company b
elieves that AutoWeb's unique ability to
efficiently identify in-market car buyers is a key differentiator
that will allow the company to match more consumers to the vehicle
disposal experience they prefer; (iv) the company believes that its
blended online and offline approach will not only benefit consumers
but will also benefit retailers who will gain access to a new
source of inventory in an efficient and cost-effective manner; (v)
the company believes that the company's efficient audience
acquisition, portfolio of automotive brands, proprietary
technology, and differentiated data assets combine to create a
novel market position that will benefit consumers and customers
alike;
and (vi) the company plans t
o adopt an omni-channel engagement model that
incorporates retail-ready functionality and services, like vehicle
disposal, to deliver improved value to both clients and
consumers,
are not guarantees of future performance and
involve assumptions and risks and uncertainties that are difficult
to predict. Actual outcomes and results may differ materially from
what is expressed in, or implied by, these forward-looking
statements. AutoWeb undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise. Among the important factors that could
cause actual results to differ materially from those expressed in,
or implied by, the forward-looking statements are the responses of
federal and state government to the COVID-19 pandemic; changes in
general economic conditions; the financial condition of automobile
manufacturers and dealers; disruptions in automobile supply chains
and production; changes in fuel prices; the economic impact of
terrorist attacks, political revolutions, military actions, or
natural disasters (such as floods, earthquakes, tornadoes and
hurricanes and pandemics and epidemics); failure of AutoWeb's
internet security measures; the economic impact of epidemics and
pandemics; dealer attrition; pressure on dealer fees; increased or
unexpected competition; the failure of new products and services to
meet expectations; failure to retain key employees or attract and
integrate new employees; actual costs and expenses exceeding
charges taken by AutoWeb; changes in laws and regulations; costs of
legal matters, including, defending lawsuits and undertaking
investigations and related matters; and other matters disclosed in
AutoWeb's filings with the Securities and Exchange
Commission. Investors are strongly encouraged to review the
company's Annual Report on Form 10-K for the year ended
December 31, 2020 and other filings with the Securities and
Exchange Commission for a discussion of risks and uncertainties
that could affect the business, operating results or financial
condition of the company and the market price of the
company's stock.
Media Contacts
Beth P.
Quezada
Communications
& Culture Manager
AutoWeb,
Inc.
949-862-1391
beth.quezada@autoweb.com

text: AutoWeb

text: CarZeus

text: AutoWeb, Inc.

text: CarZeus

text: AutoWeb

text: CarZeus

text: AutoWeb

text: AutoWeb

text: Jared Rowe

text: AutoWeb

text: CarZeus

text: AutoWeb

text: AutoWeb

text: AutoWeb

text: AutoWeb

text: AutoWeb

text: CarZeus

text: CarZeus

text: CarZeus

text:
Joe
Shields

text: AutoWeb

text: CarZeus

text: CarZeus

text: AutoWeb

text: AutoWeb

text: CarZeus

text: AutoWeb, Inc.

text:
AutoWeb,
Inc.

text: AutoWeb

text: CarZeus

text: AutoWeb

text: AutoWeb

text: AutoWeb

text: AutoWeb

text: AutoWeb

text: AutoWeb

text:
AutoWeb,
Inc.


dataset: buster

text:
EX-99.1
3
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
Exhibit 99.1
News Release
Trustmark Corporation Completes Merger
with BancTrust Financial Group, Inc.
JACKSON, Mississippi - February 15, 2013 - Trustmark Corporation (NASDAQ:TRMK) ("Trustmark") today announced the completion of its merger with Mobile, Alabama-based BancTrust Financial Group, Inc., effective as of the close of business on February 15, 2013, as well as the merger of BankTrust with and into Trustmark National Bank.
Gerard R. Host, President and CEO of Trustmark, stated, "We are delighted to expand the Trustmark franchise across Alabama, including the attractive Mobile, Montgomery and Selma markets, as well as strengthening our franchise along the Florida Panhandle. After months of anticipation and planning, we are excited to welcome our newest clients and associates to the Trustmark family. We have dedicated significant time and resources in preparation for the merger to ensure a seamless transition and integration process and will be communicating directly with each customer with detailed information about the transition of their accounts to Trustmark. At this time, BankTrust customers should continue to conduct their banking business as usual, using existing branches, checks and ATM or debit cards until the completion of system changes during the weekend of March 23-24. Beginning March 25, 2013, BankTrust customers will have an expanded offering of products and services, as well as the convenience provided by more than 170 additional Trustmark banking centers in Florida, Mississippi, Tennessee and Texas".
Subject to the terms of the merger agreement with BancTrust dated May 28, 2012, Trustmark will issue approximately 2.25 million shares of its common stock for all issued and outstanding shares of BancTrust common stock, with holders of BancTrust common stock receiving 0.125 shares of Trustmark common stock for each share of BancTrust common stock that they owned. BancTrust's registered shareholders will receive a letter of instructions describing the procedure for exchanging their certificates.
In connection with the merger, Trustmark today completed the purchase of BancTrust's 50,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the "Preferred Stock"), along with the Warrant associated with the Preferred Stock, from the U.S. Department of Treasury.
Additional Information
Trustmark Corporation is a financial services company providing banking and financial solutions through approximately 220 offices in Alabama, Florida, Mississippi, Tennessee and Texas.
Forward-Looking Statements
Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as "may", "hope", "will", "should", "expect", "plan", "anticipate", "intend", "believe", "estimate", "predict", "potential", "continue", "could", "future" or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other "forward-looking" information. These forward-looking statements include, but are not limited to, statements relating to anticipated future operating and financial performance measures, including net interest margin, credit quality, business initiatives, growth opportunities and growth rates, among other things, and encompass any estimate, prediction, expectation, projection, opinion, anticipation, outlook or statement of belief included therein as well as the management assumptions underlying these forward-looking statements. You should be aware that the occurrence of the events described under the caption "Risk Factors" in Trustmark's filings with the Securities and Exchange Commission could have an adverse effect on our business, results of operations and financial condition. Should one or more of these risks materialize, or should any such underlying assumptions prove to be significantly different, actual results may vary significantly from those anticipated, estimated, projected or expected.
1
Risks that could cause actual results to differ materially from current expectations of Management include, but are not limited to, changes in the level of nonperforming assets and charge-offs, local, state and national economic and market conditions, including the extent and duration of the current volatility in the credit and financial markets, changes in our ability to measure the fair value of assets in our portfolio, material changes in the level and/or volatility of market interest rates, the performance and demand for the products and services we offer, including the level and timing of withdrawals from our deposit accounts, the costs and effects of litigation and of unexpected or adverse outcomes in such litigation, our ability to attract noninterest-bearing deposits and other low-cost funds, competition in loan and deposit pricing, as well as the entry of new competitors into our markets through de novo expansion and acquisitions, economic conditions, including the potential impact of the European financial crisis on the U.S. economy and the markets we serve, and monetary and other governmental actions designed to address the level and volatility of interest rates and the volatility of securities, currency and other markets, the enactment of legislation and changes in existing regulations, or enforcement practices, or the adoption of new regulations, changes in accounting standards and practices, including changes in the interpretation of existing standards, that affect our consolidated financial statements, changes in consumer spending, borrowings and savings habits, technological changes, changes in the financial performance or condition of our borrowers, changes in our ability to control expenses, changes in our compensation and benefit plans, greater than expected costs or difficulties related to the integration of acquisitions or new products and lines of business, natural disasters, environmental disasters, acts of war or terrorism, the ability to maintain relationships with customers, employees and suppliers as well as the ability to successfully integrate the business and realize cost savings and any other synergies from the BancTrust merger as well as the risk that the credit ratings of the combined company or its subsidiaries may be different from what Trustmark expects and other risks described in our filings with the Securities and Exchange Commission.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Except as required by law, we undertake no obligation to update or revise any of this information, whether as the result of new information, future events or developments or otherwise.
Trustmark Investor Contacts:
Louis E. Greer
Treasurer and
Principal Financial Officer
601-208-2310
F. Joseph Rein, Jr.
Senior Vice President
601-208-6898
Trustmark Media Contact:
Melanie A. Morgan
Senior Vice President
601-208-2979
2

label: organization

text: Trustmark Corporation

text: BancTrust Financial Group, Inc.

text: Trustmark Corporation

text: Trustmark

text: BancTrust Financial Group, Inc.

text: Trustmark

label: person

text: Gerard R. Host

text: Trustmark

text: Trustmark

text: Trustmark

text: Trustmark

text: Trustmark

text: BancTrust

text: Trustmark

text: BancTrust

text: BancTrust

text: Trustmark

text: BancTrust

text: BancTrust

text: Trustmark

text: BancTrust

text: Trustmark Corporation

text: Trustmark

text: BancTrust

text: Trustmark

text: Trustmark

text: Louis E. Greer

text: Trustmark

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
4
a13-21540_1ex99d1.htm
EX-99.1
Exhibit 99.1
CVSL MAKES FOURTH ACQUISITION THIS YEAR,
IN NUTRITIONALS AND SKIN CARE
AGEL'S $37 MILLION REVENUE BRINGS CVSL'S TOTAL TO $140 MILLION
For Immediate Release
(Dallas, TX, September 26, 2013) -
CVSL Inc.
(
stock symbol: CVSL
) and
Agel Enterprises LLC
announced today the signing of a definitive agreement for CVSL to acquire Agel as part of its growth strategy in the direct selling industry. Agel's approximately $37 million in annual revenue will bring CVSL's total revenue to about $140 million.
Agel will allow CVSL to enter the $32 billion nutritional supplement market as well as the $90 billion skin care market, while establishing a global presence for CVSL and its companies.
Founded in 2005 and based in Utah, Agel offers a line of nutritional gel supplement products in markets around the world, including Europe, North America, Latin America and Asia. Agel's global presence means that all CVSL companies will gain "fast track" openings to enter multiple world markets without the hurdle of startup costs that would be required if they went global on their own. "Now, every CVSL company can be a global company", said CVSL chairman John Rochon.
Agel sells in more than 40 countries, including the United States, Canada, Australia, Italy, Russia, Ukraine, Japan, Hong Kong, Hungary, Israel, Malaysia, Netherlands, Poland, Mexico, Costa Rica, Chile, Taiwan, Argentina, Singapore, Thailand and the United Kingdom.
"Bringing Agel into the CVSL family of companies is a huge step. Agel's brand and international footprint are foundations on which we can build something exciting in the category of nutritional products and also in the equally dynamic skin care category", said Mr. Rochon.
"Nutritional products have historically done very well in direct selling, with companies like Herbalife, Nature's Sunshine, ViSalus, Shaklee and many others. Skin care also has been a strong direct selling category, with companies such as Avon, NuSkin, BeautiControl and Mary Kay", he noted. "We believe we can make a mark in both categories".
"This latest transaction means CVSL now has a presence in six major categories of direct selling. It is a fantastic launching pad", he added. "This year alone, we've already brought in four direct selling companies and gone from zero to $140 million in direct selling revenue. Our strategy is working as we planned".
As in the case of the other three direct selling companies to join CVSL, the structure of the transaction does not involve dilution of existing shareholders.
"Signing this definitive agreement with CVSL is great news for everyone in the Agel family around the world. Partnering with the CVSL team can help us grow and make the very most of the talent and outstanding products we have", said Jeff Higginson, co-CEO of Agel.
For both of Agel's current product categories, CVSL offers the advantage of a large manufacturing capability with ActiTech, a CVSL-affiliated company in Sherman, TX. ActiTech serves as CVSL's in-house manufacturing arm. ActiTech owns a 600,000 square foot, state of the art R&D, manufacturing, filling and warehouse facility for health and beauty, nutritional and consumable products.
The facility is ISO 9001 compliant and USDA certified organic, as well as Texas certified for food, drugs and cosmetics and is FDA inspected. It performs new product development, manages regulatory review and compliance, and handles testing and monitoring. Air and water environmental monitoring in the facility are performed daily and it operates a USP purified water system. The facility has full capabilities for large volumes of blending, filling and bottle labeling, including several filling lines, each capable of handling up to 120,000 units per day. The facility has done contract work for major corporate clients in the food, drug and cosmetic sectors.
In addition to the Agel transaction, since announcing its growth strategy a year ago CVSL has concluded transactions with
The Longaberger Company
, a 40-year old direct seller of hand-crafted baskets and home décor items;
Your Inspiration At Home
, an award-winning maker of spice blends from around the world; and
Tomboy Tools
, which offers a line of tools designed for women, as well as home security services.
Mr. Rochon said that CVSL expects to engage in additional transactions over the coming months. "We are right on track with the strategy we announced a year ago. We are in active discussions with other direct selling companies about being part of CVSL. Our aim is to become a billion dollar business".
About CVSL (
www.cvsl.us.com)
CVSL Inc. is an innovative public company pursuing a strategy of gathering together multiple companies in the direct selling, or micro-enterprise, sector. Each company maintains its own separate brand identity, leadership and product line, while achieving efficiencies through sharing of back office resources and best practices.
Cautionary Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this press release are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipate", "believe", "can", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "predict", "project", "should", or "will" or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only expectations and involve known and unknown risks, uncertainties, and other factors, including the risks outlined under "Risk Factors" in our Annual Report on Form 10-K for our fiscal year ended December 31,
2012, our Forms 10-Q, including the one issued for the period ending June 30, 2013 and those discussed in other documents we file with the Securities and Exchange Commission, which may cause our actual results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements to differ materially from expectations. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this press release to conform our statements to actual results or changed expectations.
CVSL Media Contact: Russell Mack (rmack@cvsl.us.com)
CVSL Investor Relations Contact: Scott Pumper (scottp@cvsl.us.com)

text: CVSL

text: AGEL

text: CVSL

text: CVSL Inc.

text: CVSL

text: Agel Enterprises LLC

text: CVSL

text: Agel

text: Agel

text: CVSL

text: Agel

text: CVSL

text: CVSL

text: Agel

text: Agel

text: CVSL

text: CVSL

text: CVSL

text: Agel

text: Agel

text: CVSL

text: Agel

text: CVSL now

text: CVSL

text: CVSL

text: Agel

text: CVSL

text: Agel

text: Agel

text: CVSL

text: CVSL

text: Agel

text: CVSL

text: CVSL

text: CVSL

text: CVSL

text: CVSL Inc.

text: CVSL

text: CVSL


text:
EX-99.1
2
a08-7908_2ex99d1.htm
EX-99.1
Exhibit 99.1
FOR
IMMEDIATE RELEASE
MTR
GAMING GROUP COMPLETES SALE OF BINION'S
CHESTER, WV - March 10, 2008 - MTR
Gaming Group, Inc. (NasdaqGS:MNTG) today announced that, following receipt
of all regulatory approvals, it has completed the sale of the stock of
Speakeasy Gaming of Fremont, Inc., which owns and operates Binion's
Gambling Hall & Hotel in Las Vegas, NV, to TLC Casino Enterprises, Inc.
for cash. Net proceeds to the Company, after
adjustments based on net working capital and certain capital expenditures for
maintenance and repairs pursuant to the terms of the parties' June 26,
2007 stock purchase agreement, as amended February 29, 2008, were
approximately $28.2 million (exclusive of the fees and costs of the
transaction).
Edson
R. (Ted) Arneault, MTR's Chairman, President and CEO, stated, "The completion
of the sale of Binion's, as well as the recent sale of the Speedway Casino's
non-gaming assets, allows MTR to focus
on growing and optimizing its core assets, as we are doing at Mountaineer with
the recent addition of table games and poker.
We wish all of the Binion's employees well and we are confident that
they and the property will do well under the leadership of TLC's Terry Caudill
and his management team".
About
MTR Gaming Group
MTR Gaming Group, Inc., through
subsidiaries, owns and operates the Mountaineer Casino, Racetrack &
Resort in Chester, WV; Presque Isle Downs & Casino in Erie, PA; Scioto
Downs in Columbus, OH; and the gaming assets and operations located in the
Ramada Inn and Speedway Casino in North Las Vegas, NV (under contract for
sale). The Company also owns a 90%
interest in Jackson Trotting Association, LLC, which operates Jackson Harness
Raceway in Jackson, MI, and a 50% interest in the North Metro Harness
Initiative, LLC, which is developing a harness racetrack and card room 30 miles
north of downtown Minneapolis. MTR is
included on the Russell 2000® and Russell® 3000 Indexes. For more information, please visit
www.mtrgaming.com.
For Additional Information,
Please Contact:
MTR Gaming
Group, Inc.
Investor Relations
Counsel:
www.mtrgaming.com
The Equity Group Inc.
Steven D. Overly, VP, Business and
Legal Affairs
www.theequitygroup.com
(304)
387-8558
Melissa
Dixon (212) 836-9613
SOverly@mtrgaming.com
MDixon@equityny.com
Linda Latman (212)
836-9609
LLatman@equityny.com
####

text:
MTR
GAMING GROUP

text:
MTR
Gaming Group

text: TLC Casino Enterprises, Inc.

text: MTR

text: MTR

text: MTR Gaming Group

text: MTR Gaming Group

text: MTR

text:
MTR Gaming
Group

text: Steven D. Overly


text:
EX-99.1
2
ex99-1.htm
EXHIBIT 99.1 - PRESS RELEASE, AUGUST 1, 2016
FOR IMMEDIATE RELEASE
August 1, 2016
For further information contact:
Lewis J. Critelli
President and Chief Executive Officer
Norwood Financial Corp.
(570) 253-1455
NORWOOD FINANCIAL CORP. COMPLETES ACQUISITION
OF DELAWARE BANCSHARES, INC.
Honesdale, Pennsylvania, August 1, 2016 - Norwood Financial Corp. (NASDAQ Global Market: NWFL) ("Norwood"), the holding company for Wayne Bank, announced today that
that it had completed its acquisition of Delaware Bancshares, Inc. ("Delaware") and its wholly-owned subsidiary, NBDC Bank effective as of July 31, 2016. NBDC Bank has been merged into Wayne Bank. At their election, Delaware shareholders are receiving either $16.68 in cash or 0.6221 shares of Norwood common stock for each share of Delaware common stock held subject to the allocation and proration procedures set forth in the Merger Agreement. All Delaware shareholders who elected to receive stock will receive stock, and all Delaware shareholders who elected to receive cash will receive cash. Delaware shareholders who did not make a valid election will receive the cash consideration of $16.68 per share for approximately 35.5% of their Delaware shares and the stock consideration of 0.6221 shares of Norwood common stock for approximately 64.5% of their Delaware shares. In lieu of fractional shares of Norwood common stock, Delaware shareholders will receive cash at the rate of $27.99 per share of Norwood common stock. Shareholders who have not previously surrendered their share certificates will receive information shortly on how to exchange their shares for the merger consideration to which they are entitled.
As a result of the merger, Norwood will extend its footprint into Delaware and Sullivan Counties, New York. The combined company will have over $1.0 billion in assets and 27 branches. At June 30, 2016, Delaware had total assets of $378.3 million, deposits of $327.5 million and shareholders' equity of $24.1 million.
"We are excited to announce the completion of the Merger and to welcome Delaware's shareholders, and NBDC's customers and employees to Wayne Bank" said Lewis J. Critelli, President and Chief Executive Officer of Norwood.
"Delaware is proud to become part of the Norwood family. This transaction will provide expanded opportunities for our valued customers and dedicated employees", stated James S. Stracuzzi, President and Chief Executive Officer of Delaware.
Boenning &
Scattergood
, Inc. acted as financial advisor to Norwood Financial Corp. and Sandler O'Neill & Partners, L.P. acted as financial advisor to Delaware Bancshares, Inc. Jones Walker, LLP served as legal counsel for Norwood Financial Corp., and Cranmore, FitzGerald & Meaney served as legal counsel for Delaware Bancshares, Inc.
About Norwood Financial Corp.
Headquartered
in Honesdale, Pennsylvania, Norwood Financial Corp. now operates 15 offices in Wayne, Pike, Monroe and Lackawanna Counties, Pennsylvania and 12 offices in Delaware and Sullivan Counties, New York. As of June 30, 2016, Norwood Financial Corp. had total assets of $767.8 million, total net loans receivable of $581.2 million, total deposits of $584.3 million and total stockholders' equity of $104.6 million. Norwood Financial Corp. stock trades on the NASDAQ Global Market under the trading symbol "NWFL".
Forward Looking Statements
Statements contained in this news release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to,
difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, and difficulties in integrating NBDC Bank into Wayne Bank, as well as
factors discussed in documents filed by Norwood Financial Corp. with the SEC from time to time. Norwood Financial Corp. does not undertake and specifically disclaims any obligation to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of Norwood Financial Corp.

text: Lewis J. Critelli

text: Norwood Financial Corp.

text: NORWOOD FINANCIAL CORP.

text: DELAWARE BANCSHARES, INC.

text: Norwood Financial Corp.

text: Wayne Bank

text: Delaware Bancshares, Inc.

text: NBDC Bank

text: NBDC Bank

text: Wayne Bank

text: Wayne Bank

text: Lewis J. Critelli

text: James S. Stracuzzi

text:
Boenning &
Scattergood
, Inc.

text: Norwood Financial Corp.

text: Sandler O'Neill & Partners, L.P.

override: organization

text: Delaware Bancshares, Inc.

text: Jones Walker, LLP

text: Norwood Financial Corp.

text: Cranmore, FitzGerald & Meaney

text: Delaware Bancshares, Inc.

text: Norwood Financial Corp.

text: Norwood Financial Corp.

text: Norwood Financial Corp.

text: Norwood Financial Corp.

text: NBDC Bank

text: Wayne Bank

text: Norwood Financial Corp.

text: Norwood Financial Corp.

text: Norwood Financial Corp.


text:
EX-99.1
2
ex99-1.htm
PRESS RELEASE OF LUCAS ENERGY, INC., DATED APRIL 2, 2013
ex99-1.htm
Exhibit 99.1
Lucas Energy Settles Legal Lawsuit, Eliminating $24M in Related Obligations
HOUSTON, TX, April 2, 2013 -- Lucas Energy, Inc. (NYSE MKT:LEI), an independent oil and gas company with main operations in Texas, today announced that it has entered into a Settlement and Release Agreement with Nordic Oil USA 1, LLLP in which the parties have agreed to terminate their October 13, 2011 purchase and sale agreement. The amicable settlement resolves litigation filed by Nordic seeking payment of the principal, accrued interest, attorney's fees and other damages relating to a $22 million, 6% promissory note due November 17, 2012 that had been issued by Lucas.
In summary, Lucas has agreed to pay Nordic a total of $1.1 million over the next six months and has assigned certain oil and gas interests to Nordic. The assets assigned represent less than 18% of Lucas' total proved reserves and less than 5% of its current production.
Lucas also provided an update concerning its previously announced Settlement Agreement with Seidler Oil & Gas, L.P. The settlement is conditioned upon receipt of executed releases from certain private investors prior to March 31, 2013. Despite active efforts, Lucas has not yet received all of the necessary releases to close on the settlement. Lucas remains in close contact with Seidler Oil & Gas and is confident it can secure the required releases in the near future.
Anthony Schnur, who was appointed CEO of Lucas Energy in December 2012, commented: "The Nordic and Seidler settlements are important milestones in our five-goal program to turn the Company around and position it for long term success. Our goals are: 1) favorably resolve legacy legal matters; 2) increase the efficiency of our field operations and reduce corporate overhead; 3) move the business to a cash-flow positive position; 4) develop additional low-risk opportunities to increase production; and 5) solidify our capital position and long term development strategy".
"In the past 100 days we have made great progress against our principal goals to turn this business around. With our recent legal settlement, we have established a clear path to remove the uncertainty and the related approximately $24M in obligations from our balance sheet. We have also completed substantial reductions in corporate and operational staffing in the past several months and continue to target an approximately over 40% decrease in G&A expense in 2013 versus 2012. Similarly, we are actively looking for ways to reduce our lease operating expenses as well as to cost-effectively enhance production", stated Mr. Schnur.
Ryan Morris, Chairman of the Board added, "This amicable settlement with Nordic resolves the single largest legacy issue the board faced last December. Tony has done an incredible job resolving legacy issues and improving our cost structure in only a few short months. We are all looking forward to focusing on the future and generating the most value from Lucas' strategic oil and gas properties".
About Lucas Energy
(www.lucasenergy.com)
Lucas Energy, Inc. is an independent oil and gas company that seeks to create value through the opportunistic acquisition, development and management of underdeveloped oil and gas properties. Lucas's current oil and gas interests are principally in the Austin Chalk, Eagle Ford shale, Eaglebine (combining Eagle Ford and Woodbine in Texas) and Buda & Glenrose formations in Texas.
Forward-Looking Statements
This Press Release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Act") and Section 21E of the Securities Act of 1934, as amended (the "Exchange Act"). In particular, the words "believes", "expects", "intends", "plans", "anticipates", or "may", and similar conditional expressions are intended to identify forward-looking statements and are subject to the safe harbor created by these Acts. Any statements made in this news release about an action, projection, event or development, are forward-looking statements. Such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements regarding future drilling and production are subject to all of the risks and uncertainties normally incident to the exploration and development of oil and gas. These risks include, but are not limited to, completion risk, dry hole risk, price volatility, reserve estimation risk, regulatory risk, potential inability to secure oilfield service risk as well as general economic risks and uncertainties, as disclosed in the Company's SEC filings including its Form 10-K and Form 10-Q's. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company's SEC filings are available at
http://www.sec.gov
.
Contact:
Anthony C. Schnur, CEO
(713) 528-1881

text: LUCAS ENERGY, INC.

text: Lucas Energy, Inc.

text: Nordic Oil USA 1, LLLP

text: Lucas

text: Lucas

text: Lucas

text: Lucas

text: Seidler Oil & Gas, L.P.

text: Lucas

text: Lucas

text: Ryan Morris

text: Lucas

text: Lucas Energy, Inc.

text: Lucas

text: Anthony C. Schnur


text:
EX-99
2
k8ex991mar06.htm
EXHIBIT 99.1 - MARCH 1, 2006 PRESS RELEASE
Press Release
EXHIBIT 99.1 Press Release Dated March 1,
2006
WORLD WIDE MOTION PICTURES CORPORATION
REPORTS CLOSING OF SHARE EXCHANGE TRANSACTION
LOS ANGELES--(BUSINESS WIRE)--March 1, 2006--World Wide Motion Pictures Corporation (OTCBB:WWMO - News) and Buckeye Ventures, Inc. (Buckeye) announced today that their proposed Share Exchange Agreement (Reverse Acquisition), which was reported in previous press releases, closed on February 22 and includes certain agreements effective March 1.
Founded in 1977, World Wide Motion Pictures Corp. is a diversified company, with shareholders throughout the world, which is primarily involved in the development, financing, production and distribution of feature films, documentaries, short subjects, industrials and television productions. WWMO's industry executives and Board members have produced, distributed and consulted on a wide variety of film and television projects, earning Academy Awards, Emmy Awards and prizes from world film festivals.
With shareholder approval, WWMO and Buckeye completed the Share Exchange transaction, which results in Buckeye obtaining fully reporting publicly held status through WWMO's original structure trading on the OTC Electronic Bulletin Board. WWMO will continue its business operation unencumbered as a wholly owned subsidiary.
"All of us at World Wide and Buckeye have been working aggressively and diligently for over a year toward the conclusion of this exciting diversified enterprise and substantial opportunity to increase shareholder value", said Paul Hancock, WWMO's President/CEO, and Alan Mintz, Buckeye's Chairman/CEO, in a joint statement. Added Hancock and Mintz, "We are enthusiastic about building a consistent revenue producing business from the growing home services industry".
Buckeye was formed for the purpose of acquiring and operating businesses in the Retail Home Services Industry, with the objective of creating a national brand for the consumer in a space where there is no established recognizable national name. Buckeye has committed to an acquisition schedule and has already begun to acquire residential service companies, with plans to become a significant player in the HVAC (heating, ventilation and air conditioning) and plumbing sectors by providing many small and mid-sized local and regional operators with the opportunity to become part of a growing national conglomerate that is a publicly held company.
Buckeye believes these low risk, high margin businesses will benefit from best practices and synergies of multiple locations and realize significant appreciation in a relatively short period of time. "Given the current fragmentation, I am convinced that this $100 billion market is ripe for consolidation", said Mintz. Throughout his years in the industry, Mr. Mintz has been responsible for the acquisition of over 100 HVAC/plumbing service companies representing more than $500 million in annual revenue. Mr. Mintz plans to use his extensive industry knowledge in building Buckeye into a national brand and to that end has assembled a highly experienced management team that includes operators and executives of large multi-location companies in this industry.
Any forward-looking statements contained in this release reflecting management's best judgment based on factors currently known involve risks and uncertainties. Actual results could differ materially from those anticipated in the forward-looking statements included herein as a result of a number of factors including but not limited to WWMO's and Buckeye's ability to enter into various financing programs, roll-up business acquisitions, competition from other companies, acquisition of suitable motion pictures, and the performance of films in general licensed by WWMO.
Contacts:
Buckeye Ventures, Inc.
Larry Weinstein, 949-230-9229
World Wide Motion Pictures Corporation
Jeffrey Caruana, 714-960-7264

text: WORLD WIDE MOTION PICTURES CORPORATION

text: World Wide Motion Pictures Corporation

text: Buckeye Ventures, Inc.

text: World Wide Motion Pictures Corp.

text: Buckeye Ventures, Inc.

text: World Wide Motion Pictures Corporation


text:
EX-99.1
3
exhibit99-1.htm
PRESS RELEASE
Filed by sedaredgar.com - Candev Resource Exploration, Inc. - Exhibit 99.1
YLL - TSX.V
News Release #09-11
July 13, 2009
YALE AND CANDEV FORMALIZE PURCHASE/OPTION OF DOS
NACIONES.
Yale Resources Ltd. (TSX-V - YLL and Frankfurt - YAB) is
pleased to report that the Company has formalized the sale/option of the Dos
Naciones Property with Candev Resource Exploration Inc. (OTCBB - CVRX).
Candev has paid Yale $35,000 for a 50% undivided interest in
the property and has the rights to acquire an additional 30% (for a total 80%
interest) by undertaking a total of $800,000 in exploration expenditures and
issuing Yale 800,000 shares in Candev in the following manner:
1)
on or before July 7, 2010, issue 200,000 shares of common
stock to Yale and fund expenditures on the Property totalling
CDN$150,000;
2)
on or before July 7, 2011, issue an additional 250,000
shares of common stock to Yale and fund additional expenditures on the
Property totalling CDN$250,000; and
3)
on or before July 7, 2012, issue an additional 350,000
shares of common stock to Yale and fund additional expenditures on the
Property totalling CDN$400,000.
Yale will be the operator of the project for the first year of
the agreement after which Candev may become operator at their choosing. If
Candev were to not complete the additional earn-in (the option) Yale will have
the right to purchase Candev's interest for $17,500 to regain a 100% interest in
the property.
The 2,391 hectare (23.91 square km) Dos Naciones property is
located approximately 160 km northeast of Hermosillo in the heart of Sonora's
porphyry district. The property contains multiple areas of historic mining. The
potential for a porphyry-style target within the property is evidenced by
multiple skarn bodies occurring in association with a regional magnetic anomaly
that measures 2 km in diameter.
On behalf of the Board,
"Ian Foreman"
Ian Foreman, P.Geo.
President
For additional information on Yale Resources please call the
Company at 604-678-2531.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Statements in this press release, other than purely historical
information, including statements relating to the Company's future plans and
objectives or expected results, may include forward-looking statements.
Forward-looking statements are based on numerous assumptions and are subject to
all of the risks and uncertainties inherent in resource exploration and
development. As a result, actual results may vary materially from those
described in the forward-looking statements.
400 - 409 Granville St., Vancouver, B.C., V6C 1T2,
Canada
Phone: 604-678-2531 - Fax: 604-678-2532

text: CANDEV

text: Yale Resources Ltd.

text: Candev Resource Exploration Inc.

text: Candev

text: Candev

text: Candev

text: Candev

text: Candev


text:
EX-99.1
2
a5744100ex991.htm
EXHIBIT 99.1
Exhibit 99.1
Vanguard
Natural Resources, LLC Announces Closing of South Texas Acquisition
HOUSTON--(BUSINESS WIRE)--Vanguard Natural Resources, LLC (NYSE
Arca:VNR) ("Vanguard" or "Company") today announced it has consummated
its previously announced acquisition of natural gas and oil producing
properties from an affiliate of the Lewis Energy Group ("Lewis") for a
purchase price of approximately $53.4 million in cash and Company units.
The consideration included $32.04 million in cash and $21.36 million in
Company units or 1,350,873 units determined based on the 20 day average
closing price of the units on the NYSE Arca prior to the closing date of
the transaction ($15.81). The purchase price is subject to final
purchase price adjustments to be determined based on an effective date
of June 1, 2008.
The acquired properties are located in the Dos Hermanos Field in Webb
County, Texas, and have the following characteristics:
Estimated proved reserves of 20 Bcfe
65% proved developed
5 year inventory of proved undeveloped locations based on drilling
plan of six to eight wells per year
98% natural gas
Natural gas BTU content of 1,150
Reserve to production ratio of approximately 18 years
Approximately 3,000 mcfe of net daily production
Pursuant to closing, the Company assumed the following natural gas
hedges:
Period
Volume (Mmbtu)
Hedge
Pricing (1)
July-December 2008
527,800
Collar
$11.40-12.85
2009
970,800
Swap
$11.00
2010
843,900
Swap
$10.07
2011
762,200
Swap
$9.75
(1)
All prices are Houston Ship Channel first of month index prices. The
swap prices shown for 2009-2011 are weighted average prices for the
calendar year.
Scott W. Smith, President and Chief Executive Officer of Vanguard
commented, "We are pleased to announce the closing of this acquisition
of long-life natural gas properties and the establishment of an ongoing
relationship with the Lewis Energy Group, the leading oil and gas
producer in the Olmos trend of South Texas. Lewis has over 25 years of
experience in exploration and development of this prolific gas producing
trend and operates over 1,000 wells which currently produce
approximately 67,000 mcf/d net to Lewis' interest. With this
transaction, Lewis has become one of our largest unitholders and we look
forward to benefitting from their operational expertise with these
properties and working with them as we jointly develop our multi-year
inventory of proved undeveloped locations. This acquisition is
immediately accretive to distributable cash flow and adds an additional
geographic region to our property portfolio. In addition, as part of
this transaction, we will assume attractive natural gas hedges covering
approximately 85% of the estimated proved developed natural gas
production through 2011. This hedging program ensures a stable cash flow
from these assets and we therefore intend to recommend an increase in
the quarterly distribution rate at our next Board meeting in August".
The acquisition was funded with borrowings under Vanguard's existing
credit facility and cash on hand and through the issuance of 1,350,873
Vanguard units. These units are subject to a 180 day lock-up agreement.
Vanguard Natural Resources, LLC is a publicly-traded limited liability
company focused on acquiring, producing and developing oil and natural
gas properties. Vanguard's assets consist primarily of producing and
non-producing natural gas and oil reserves located in the southern
portion of the Appalachian Basin, the Permian Basin and South Texas.
We make statements in this news release that are considered
forward-looking statements within the meaning of the Securities Exchange
Act of 1934. These forward-looking statements are largely based on our
expectations, which reflect estimates and assumptions made by our
management. These estimates and assumptions reflect our best judgment
based on currently known market conditions and other factors. Although
we believe such estimates and assumptions to be reasonable, they are
inherently uncertain and involve a number of risks and uncertainties
that are beyond our control. In addition, management's assumptions about
future events may prove to be inaccurate. Management cautions all
readers that the forward-looking statements contained in this news
release are not guarantees of future performance, and we cannot assure
you that such statements will be realized or the forward-looking events
and circumstances will occur. Actual results may differ materially from
those anticipated or implied in the forward-looking statements due to
factors listed in the "Risk Factors" section in our SEC filings and
elsewhere in those filings. All forward-looking statements speak only as
of the date of this news release. We do not intend to publicly update or
revise any forward-looking statements as a result of new information,
future events or otherwise.
CONTACT:
Vanguard Natural Resources, LLC
Investor Relations
Richard
Robert, EVP and CFO, 832-327-2258
investorrelations@vnrllc.com

text: Natural Resources, LLC

text: Vanguard Natural Resources, LLC

text: Lewis Energy Group

text: Scott W. Smith

text: Lewis Energy Group

text: Vanguard Natural Resources, LLC

text: Vanguard Natural Resources, LLC


text:
EX-99.1
4
tm2133423d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
TRANSMONTAIGNE PARTNERS LLC ANNOUNCES
THE ACQUISITION OF PACIFIC NORTHWEST ASSETS
TransMontaigne Partners LLC ("TransMontaigne") announced
today that it has completed the acquisition of SeaPort Financing, LLC ("SeaPort"), a portfolio company of ArcLight Energy
Partners Fund VI, L.P. (the "Transaction"). SeaPort is a critical infrastructure company with significant operations across
the renewable fuels supply chain in the U.S. Pacific Northwest.
As a result of the Transaction, TransMontaigne acquired a 100% membership
interest in SeaPort Sound Terminal LLC, which owns a liquid products terminal in Tacoma, WA, a 51% membership interest in SeaPort Midstream
Partners, LLC, which owns liquid products terminals in both Seattle, WA, and Portland, OR, and a 30% membership interest in Olympic Pipeline
Company, LLC which owns the Olympic Pipeline between Blaine, WA, and Portland, OR.
"TransMontaigne is delighted to complete the acquisition of SeaPort.
This transaction enables us to expand our geographic reach to the U.S. Pacific Northwest through critical and highly contracted infrastructure
assets, while also accelerating TransMontaigne's progression as a leader in the growing renewable fuels logistics space. This group
of high-quality assets position TransMontaigne as the only independent terminal operator with operations in every major market within
the Pacific Northwest. Notably, the SeaPort Sound Terminal in Tacoma, WA owns the only independent end-market unit train facility in the
Puget Sound and has a critical role in the growing renewables supply needs of the region", said Fred Boutin, Chief Executive Officer
of TransMontaigne.
"ArcLight has created a unique renewable fuels infrastructure
platform in SeaPort. We strongly believe that TransMontaigne is ideally positioned to lead SeaPort into its next phase of growth and success.
This transaction is yet another example of ArcLight's ability to play a critical role in the infrastructure ecosystem in the face
of the rapidly evolving energy transition", said George Yong, Managing Director at ArcLight.
About ArcLight
ArcLight Capital Partners, LLC is one
of the leading energy infrastructure firms. Founded in 2001, the firm helped pioneer an asset-based approach to investing in the energy
sector. ArcLight has invested approximately $25 billion in 113 transactions since inception. Based in Boston, the firm's investment
team employs a hands-on value creation strategy utilizing its in-house technical, operational, and commercial specialists, as well as
the firm's approximately 1,500-person asset management affiliate. ArcLight has a deep track record of investing in businesses and
assets that contribute to a decarbonized future, closing its first renewable power deal in 2003 with over $4 billion invested in renewable
power transactions since then. We believe that ArcLight's two decades of power and renewables experience, as well as our deep track
record across the energy value chain, provide differentiated insights that will help us and our partners contribute to a net zero future.
More information about ArcLight and a complete list of ArcLight's portfolio companies can be found at
https://www.arclight.com/
.
About TransMontaigne
TransMontaigne Partners LLC is an integrated
terminaling, storage, transportation and related services company based in Denver, Colorado with operations in the United States along
the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast, in the Pacific
Northwest and along the West Coast. TransMontaigne provides integrated terminaling, storage, transportation and related services for
customers engaged in the distribution and marketing of bulk liquids. TransMontaigne is controlled by its member, TLP Finance Holdings,
LLC, which is an indirect wholly owned subsidiary of ArcLight Energy Partners Fund VI, L.P. News and additional information about TransMontaigne
Partners LLC is available at:
www.transmontaignepartners.com
.
Forward-Looking Statements
This press release includes statements that may constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including, without limitation
TransMontaigne's projections on renewables demand. Although TransMontaigne believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results
to differ materially from those projected. Therefore, you should not rely on any of these forward-looking statements. Important factors
that could cause actual results to differ materially from the TransMontaigne's expectations and may adversely affect its business
and results of operations are disclosed in "Item 1A. Risk Factors" in the TransMontaigne's Annual Report on Form 10-K
for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 5,2021. Any forward-looking
statement made by TransMontaigne in this press release is based only on information currently available to TransMontaigne and speaks only
as of the date on which it is made. TransMontaigne undertakes no obligation to publicly update any forward-looking statement, whether
written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

text: TRANSMONTAIGNE PARTNERS LLC

text: TransMontaigne Partners LLC

text: TransMontaigne

text: SeaPort Financing, LLC

text: SeaPort

label: fund

text:
ArcLight Energy
Partners Fund VI, L.P.

text: SeaPort

text: TransMontaigne

text: SeaPort Sound Terminal LLC

text: SeaPort

text: TransMontaigne

text: SeaPort

text: TransMontaigne

text: TransMontaigne

text: Fred Boutin

text: TransMontaigne

text: SeaPort

text: TransMontaigne

text: SeaPort

text: George Yong

text: ArcLight Capital Partners, LLC

text: TransMontaigne

text: TransMontaigne Partners LLC

text: TransMontaigne

text: TransMontaigne

text: ArcLight Energy Partners Fund VI, L.P.

text:
TransMontaigne
Partners LLC

text: TransMontaigne

text: TransMontaigne

text: TransMontaigne

text: TransMontaigne

text: TransMontaigne

text: TransMontaigne

text: TransMontaigne


text:
EX-99.1
3
a07-6663_1ex99d1.htm
PRESS RELEASE
Exhibit
99.1
B&G
Foods Completes Purchase of
Cream of Wheat
from Kraft Foods
Parsippany, N.J., February 26, 2007-B&G Foods, Inc.
(AMEX: BGF), a manufacturer and distributor of high quality, shelf-stable
foods, today announced that effective February 25, 2007, subsidiaries of
B&G Foods have completed the purchase of the
Cream of
Wheat
and
Cream of Rice
brands from Kraft Foods Global, Inc., for the previously announced price of
$200 million in cash, subject to a post-closing adjustment for inventory at the
closing date. B&G Foods used the
proceeds of an additional $205 million of term loan borrowings under its newly
amended and restated credit facility to fund the acquisition and pay related
transaction fees and expenses.
Introduced in 1893,
Cream of Wheat
is among the leading brands, and one of the most trusted and widely recognized
brands, of hot cereals sold in the United States. The
Cream of Wheat
and
Cream of Rice brands
generated net sales
of approximately $60 million in 2006.
Cream of Wheat
is available in original 10-minute, 2 ½
minute and one-minute versions, and also in instant packets of original and
other flavors, including Apples 'n Cinnamon, Maple Brown Sugar and Strawberries
'n Cream.
Cream of
Wheat
and
Cream of Rice
are distributed nationally in various retail and food service channels.
David L. Wenner, Chief Executive Officer of
B&G Foods, stated, "This is a very exciting acquisition for B&G
Foods. We have acquired the number two
brand in the hot cereal category, a brand with great name recognition and over
100 years of heritage.
Cream of Wheat
and
Cream of Rice
fit B&G Foods' acquisition strategy perfectly, and are brands that our
company can nurture and hopefully grow through focus and innovation. Significantly, this acquisition together with
the related financing brings our company to approximately $1.0 billion in total
capitalization, a remarkable milestone for B&G Foods".
About B&G Foods, Inc.
B&G Foods and its
subsidiaries manufacture, sell and distribute a diversified portfolio of
high-quality, shelf-stable foods across the United States, Canada and Puerto
Rico. B&G Foods' products include
jams, jellies and fruit spreads, canned meats and beans, spices, seasonings,
marinades, hot sauces, wine vinegar, maple syrup, molasses, salad dressings,
Mexican-style sauces, taco shells and kits, salsas, pickles and peppers and
other specialty food products. B&G
Foods competes in the retail grocery, food service, specialty store, private
label, club and mass merchandiser channels of distribution. Based in Parsippany, New Jersey, B&G
Foods' products are marketed under many recognized brands, including
Ac'cent, B&G, B&M, Brer Rabbit, Emeril's,
Grandma's Molasses, Joan of Arc, Las Palmas,
Maple Grove Farms of Vermont, Ortega, Polaner, Red Devil,
Regina, San Del, Ac'cent Sa-Son, Trappey's, Underwood, Vermont
Maid, Wright's
and now
Cream of Wheat
and
Cream of Rice.
For more information on B&G
Foods, please visit www.bgfoods.com.
About Kraft Foods
Kraft
Foods (NYSE:KFT) is one of the world's largest food and beverage companies. Kraft Foods markets many of the world's
leading food brands, including Kraft cheeses, dinners and dressings; Oscar
Mayer meats, DiGiorno pizzas, Oreo cookies, Ritz crackers and chips,
Philadelphia cream cheese, Milka and Cote d'Or chocolates, Planters nuts, Honey
Bunches of Oats cereals, Jacobs, Gevalia and Maxwell House coffees; Capri Sun,
Crystal Light and Tang refreshment beverages; and a growing range of
South Beach
Diet and better-for-you Sensible Solution options. For more information on Kraft Foods, please visit
www.kraft.com.
Forward-Looking
Statements
Statements
in this press release that are not statements of historical or current fact
constitute "forward-looking statements".
The forward-looking statements contained in this press release include
without limitation statements related to the integration and expected impact of
the acquisition of Cream of Wheat and Cream of Rice. Such forward-looking statements involve known
and unknown risks, uncertainties and other unknown factors that could cause the
actual results of B&G Foods to be materially different from the historical
results or from any future results expressed or implied by such forward-looking
statements. In addition to statements that explicitly describe such risks and
uncertainties readers are urged to consider statements labeled with the terms "believes,"
"belief", "expects", "intends", "anticipates" 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 B&G Foods' filings with the Securities and Exchange Commission.
Contacts:
Investor Relations:
ICR, Inc.
Don Duffy
866-211-8151
Media Relations:
ICR, Inc.
John Flanagan
203-682-8222

text:
B&G
Foods

text: Cream of Wheat

text: Kraft Foods

text: B&G Foods, Inc.

text: B&G Foods

text:
Cream of
Wheat

text: Cream of Rice

text: Kraft Foods Global, Inc.

text: B&G Foods

text: Cream of Wheat

text: Cream of Wheat

text: Cream of Rice

text: Cream of Wheat

text:
Cream of
Wheat

text: Cream of Rice

text: David L. Wenner

text: B&G Foods

text:
B&G
Foods

text: Cream of Wheat

text: Cream of Rice

text: B&G Foods

text: B&G Foods

text: B&G Foods, Inc.

text: B&G Foods

text: B&G Foods

text:
B&G
Foods

text:
B&G
Foods

text: Cream of Wheat

text: Cream of Rice

text:
B&G
Foods

text: Kraft Foods

text:
Kraft
Foods

text: Kraft Foods

text: Kraft Foods

text: Cream of Wheat

text: Cream of Rice

text: B&G Foods

text: B&G Foods


text:
EX-99.1
4
gahr48-kre31617exh991.htm
EXHIBIT 99.1
Exhibit
EXHIBIT 99.1
Contact:
Damon Elder
Spotlight Marketing Communications
(949) 427-5172 ext. 702
damon@spotlightmarcom.com
Griffin-American Healthcare REIT IV Acquires
Class A Medical Office Building in Reno, Nevada
RENO, NV (March 17, 2017) - American Healthcare Investors and Griffin Capital Company, LLC, the co-sponsors of Griffin-American Healthcare REIT IV, Inc., announced today that the REIT has acquired Reno Medical Office Building (commonly known as Saint Mary's Center for Health), an approximately 191,000-square-foot Class A medical office building on the campus of the 380-bed St. Mary's Regional Medical Center in Reno, Nevada.
The six-story Reno Medical Office Building is currently 100 percent leased to seven tenants, with approximately 80 percent of the building leased to Prime Healthcare Services - Reno, LLC, the operator of St. Mary's Regional Medical Center. Reno Medical Office Building is the primary outpatient location for the hospital, providing a variety of healthcare services, including: wellness, physical therapy, obstetrics and gynecology, oncology, radiology, women's health, neurology, bariatrics and internal medicine.
"Reno Medical Office Building is a trophy property and a fantastic acquisition for Griffin-American Healthcare REIT IV", said Stefan Oh, executive vice president of acquisitions for American Healthcare Investors and Griffin-American Healthcare REIT IV. "It is modern, attractive and enjoys a tremendous location on the campus of one of the premier hospitals in Northern Nevada. Perhaps most importantly, the vast majority of the building is leased to the operator of the hospital, which we believe may provide greater long-term stability and added value to the property".
Reno Medical Office Building, a project developed by Ensemble Real Estate Solutions & Investments, was acquired from an unaffiliated third party represented by Chris Bodnar and Lee Asher of CBRE Group, Inc. Griffin-American Healthcare REIT IV financed the acquisition using cash on hand and borrowings under its line of credit with Bank of America, N.A. and KeyBank, National Association.
Griffin-American Healthcare REIT IV purchased its first property in June 2016 and has since acquired a portfolio of 14 medical office buildings and senior housing facilities for an aggregate contract purchase price of approximately $212 million.
About American Healthcare Investors, LLC
American Healthcare Investors is an investment management firm that specializes in the acquisition and management of healthcare-related real estate. One of the world's largest managers of healthcare real estate, the company oversees an approximately 29 million-square-foot portfolio valued at more than $8.1 billion, based on aggregate purchase price, on behalf of multiple investment programs that include thousands of individual and institutional investors. As of December 31, 2016, this international portfolio includes approximately 600 buildings comprised of medical office buildings, hospitals, senior housing, skilled nursing facilities and integrated senior health campuses located throughout the United States and the United Kingdom. The company and its principals have completed approximately $25 billion in aggregate acquisition and disposition transactions, approximately $15 billion of which have been healthcare-related. American Healthcare Investors is committed to providing investors with access to the potential benefits that healthcare-related real estate ownership can provide. For more information regarding American Healthcare Investors, please visit www.AmericanHealthcareInvestors.com.
About Griffin-American Healthcare REIT IV, Inc.
Griffin-American Healthcare REIT IV intends to build a balanced and diversified portfolio of healthcare real estate assets, focusing primarily on medical office buildings, hospitals, skilled nursing facilities, senior housing and other healthcare-related facilities. Griffin-American Healthcare REIT IV also seeks to provide: portfolio diversification, preservation of capital, monthly distributions and capital appreciation by increasing the value of its properties for its stockholders. Griffin-American Healthcare REIT IV intends to elect to be taxed as a REIT for federal income tax purposes beginning with its taxable year ended December 31, 2016, and it intends to continue to qualify to be taxed as a REIT. The REIT is co-sponsored by American Healthcare Investors and Griffin Capital Company, LLC. For more information regarding Griffin-American Healthcare REIT IV, please visit www.healthcarereitiv.com.
About Griffin Capital Company, LLC
Griffin Capital Company, LLC ("Griffin Capital") is a privately-held, Los Angeles headquartered investment and asset management company with a 22-year track record sponsoring real estate investment vehicles and managing institutional capital. Led by senior executives with more than two decades of real estate experience who have collectively closed transactions representing over $22 billion in value, Griffin Capital and its affiliates have acquired or constructed approximately 58.4 million square feet of space since 1995. Griffin Capital and its affiliates own, manage, sponsor and/or co-sponsor a portfolio consisting of approximately 42* million square feet of space, located in 30 states and the United Kingdom, representing approximately $7.3* billion in asset value, based on purchase price, as of December 31, 2016. Additional information about Griffin Capital is available at www.griffincapital.com.
*Includes the property information related to interests held in certain joint ventures.
###
This release contains certain forward-looking statements, including statements with respect to the tenants at Reno Medical Office Building and the potential stability and value of Reno Medical Office Building. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to, the following: the uncertainties relating to the medical needs and local economy of Reno, Nevada; the strength and financial condition of Reno Medical Office Building and its tenants; the uncertainties relating to changes in general economic and real estate conditions; the uncertainties regarding changes in the healthcare industry; the uncertainties relating to the implementation of Griffin-American Healthcare REIT IV's real estate investment strategy; and other risk factors as detailed from time to time in Griffin-American Healthcare REIT IV's periodic reports, as filed with the Securities and Exchange Commission. Forward-looking statements in this document speak only as of the date on which such statements were made, and we undertake no obligation to update any such statements that may become untrue because of subsequent events.

text: Griffin-American Healthcare REIT IV

text: Griffin Capital Company, LLC

text: REIT

text: Reno Medical Office Building

text: Reno Medical Office Building

text: Reno Medical Office Building

text: Reno Medical Office Building

text: Griffin-American Healthcare REIT IV

text: Griffin-American Healthcare REIT IV

text: Reno Medical Office Building

text: an unaffiliated third party

text: CBRE Group, Inc.

text: Griffin-American Healthcare REIT IV

text: Griffin-American Healthcare REIT IV

text: American Healthcare Investors, LLC

text: Griffin-American Healthcare REIT IV

text: Griffin-American Healthcare REIT IV

text: Griffin-American Healthcare REIT IV

text: REIT

text: REIT

text: REIT

text: Griffin Capital Company, LLC

text: Griffin-American Healthcare REIT IV

text: Griffin Capital Company, LLC

text: Griffin Capital Company, LLC

text: Reno Medical Office Building

text: Reno Medical Office Building

text: Reno Medical Office Building

text: Griffin-American Healthcare REIT IV

text: Griffin-American Healthcare REIT IV


text:
EX-99.1
3
tm2021453d4_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Fidelity National Financial Completes
Acquisition of FGL Holdings
JACKSONVILLE, Fla., June 1, 2020 /PRNewswire/
-- Fidelity National Financial, Inc. (NYSE: FNF) ("FNF") and FGL Holdings ("F&G"), today announced the
completed acquisition of FGL Holdings by FNF on June 1, 2020. Under the terms of the definitive agreement, FNF issued approximately 27 million shares of FNF common stock and paid approximately $1.8 billion in cash to former holders
of FGL ordinary and preferred shares.
"We are excited to have closed the
acquisition of F&G ahead of schedule and are thrilled to welcome F&G's employees and policyholders into the FNF family,"
commented FNF Chairman William P. Foley, II. "The F&G brand has a long and respected history in the life insurance and
annuity industries. The acquisition of F&G offers FNF entry to an industry that is counter-cyclical to FNF's title insurance
business. FNF's size, scale, and financial strength provides F&G with strategic advantages to grow and capitalize on
incremental organic and inorganic growth opportunities".
F&G is a provider of annuity and life
insurance products, providing deferred annuities, including fixed indexed annuities, fixed rate annuities and indexed universal
life insurance.
"The team at F&G is excited to
join the FNF family of companies, and we believe that, under the ownership and guidance of FNF, we will be able to power growth
in our core channels, jump start our expansion into new channels, and accelerate our path towards higher ratings. All of this will
allow us to provide terrific career opportunities for our team members and enable us to execute on our mission to help more people
turn their aspirations into reality", added Chris Blunt, F&G President and Chief Executive Officer.
BofA Securities and Trasimene Capital Management
served as the advisors to the Special Committee of FNF, Weil, Gotshal & Manges LLP served as legal advisor to the FNF Special
Committee, and Willkie Farr & Gallagher LLP served as the legal advisor to FNF.
Credit Suisse served as financial advisor
to F&G, and Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to F&G. Houlihan Lokey served as financial
advisor to the F&G Special Committee, and Kirkland & Ellis LLP served as legal advisor to the F&G Special Committee.
About Fidelity National Financial, Inc.
Fidelity National Financial, Inc. (NYSE:
FNF) is a leading provider of title insurance and transaction services to the real estate and mortgage industries. FNF is the nation's
largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth
Land Title, Alamo Title and National Title of New York - that collectively issue more title insurance policies than any other title
company in the United States. More information about FNF can be found at fnf.com.
About FGL Holdings
FGL Holdings-the F&G family of insurance
companies-is committed to helping people turn their aspirations into reality. Through its subsidiaries, F&G is a leading provider
of annuity and life insurance products. F&G is a wholly-owned subsidiary of FNF and is headquartered in Des Moines, Iowa. For
more information, please visit www.fglife.bm.
Cautionary Note Regarding Forward-Looking
Statements
"Safe Harbor" Statement Under
the Private Securities Litigation Reform Act of 1995: This press release contains, and certain oral statements made by our representatives
from time to time may contain, forward-looking statements relating to F&G and FNF, including statements relating to the completed
transaction and related matters. Such statements are subject to risks and uncertainties, many of which are beyond the control of
F&G and FNF, that could cause actual results, events and developments to differ materially from those set forth in, or implied
by, such statements. These statements are based on the beliefs and assumptions of the management of F&G and FNF, respectively.
Forward-looking statements are generally identifiable by use of the words "believes", "expects", "intends,"
"anticipates", "plans", "seeks", "estimates", "projects", "may,"
"will", "could", "might", or "continues" or similar expressions. Factors that could
cause actual results, events and developments to differ include, without limitation: (1) changes in general economic, business
and political conditions, including changes in the financial markets; (2) the outcome of any legal proceedings that may be
instituted against F&G or FNF following the closing of the completed transaction; (3) the risk that the transaction disrupts
current plans and operations of F&G or FNF as a result of the closing thereof; (4) the ability to recognize the anticipated
benefits of the completed transaction, which may be affected by, among other things, competition, the ability of the management
of F&G and FNF to grow and manage their respective businesses profitably and to retain their key employees, including those
experienced with post-transaction integration efforts; (5) costs related to the completed transaction; (6) changes in
applicable laws or regulations; (7) the risk that the mergers may not be treated as a single integrated transaction that qualifies
as a "reorganization" under Section 368(a) of the Internal Revenue Code of 1986, as amended, in which case the
completed transaction would be treated as a taxable sale by U.S. Holders of their F&G shares in exchange for the merger consideration;
(8) the possibility that F&G or FNF may be adversely affected by other economic, business, and/or competitive factors, as well
as the impact on the business, operations, results of operations and trading prices of the shares of F&G and FNF arising out
of the COVID-19 outbreak; (9) the risk that the businesses will not be integrated successfully, that such integration
may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized;
and (10) other risks and uncertainties identified in F&G's and FNF's filings with the U.S. Securities and
Exchange Commission. Each of F&G and FNF cautions readers not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Neither F&G nor FNF undertakes or accepts any obligation or undertaking to release any
updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions
or circumstances on which any such statement is based, subject to applicable law. The information contained in any website referenced
herein is not, and shall not be deemed to be, part of or incorporated into this press release.
All forward-looking statements described
herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments
referenced herein will occur or be realized. Neither F&G nor FNF undertakes any obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, except
as required by law.
FNF-G
SOURCE Fidelity National Financial, Inc.
Jamie Lillis, Managing Director, Solebury
Trout, 203-428-3223, jlillis@soleburytrout.com
-
2
-

text: Fidelity National Financial

text: FGL Holdings

text: Fidelity National Financial, Inc.

text: FNF

text: FNF

text: FGL Holdings

text: F&G

text: FGL Holdings by FNF

text: FNF

text: FNF

text: F&G

text: F&G

text: FNF

text: FNF

text: F&G

text: F&G

text: FNF

text: FNF

text: FNF

text: F&G

text: F&G

text: F&G

text: FNF

text: FNF

text: F&G

text: BofA Securities

text: Trasimene Capital Management

override: fund

text: FNF

text: Weil, Gotshal & Manges LLP

text: FNF

text: Willkie Farr & Gallagher LLP

text: FNF

text: Credit Suisse

text: F&G

text: F&G

text: Houlihan Lokey

text: F&G

text: Kirkland & Ellis LLP

text: F&G

text: Fidelity National Financial, Inc.

text: Fidelity National Financial, Inc.

text: FNF

text: FNF

text: FNF

text: FGL Holdings

text: F&G

text: F&G

text: F&G

text: FNF

text: F&G

text: FNF

text: F&G

text: FNF

text: F&G

text: FNF

text: F&G

text: FNF

text: F&G

text: FNF

text: F&G

text: FNF

text: F&G

text: F&G

text: FNF

text: F&G

text: FNF

text: F&G

text: FNF

text: F&G

text: FNF

text: F&G

text: FNF

text: F&G

text: FNF

text: Fidelity National Financial, Inc.

text: Jamie Lillis


text:
EX-99.1
5
d735275dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Immunic Therapeutics and Vital Therapies Complete Transaction
Creating Nasdaq-Listed Company Targeting Chronic Inflammatory and
Autoimmune Diseases
- Developing Oral Therapies with
Best-in-Class
Potential -
- Lead Program,
IMU-838,
Already Advanced into Phase 2 Studies in
Ulcerative Colitis and Relapsing-Remitting Multiple Sclerosis -
- Proceeds of approximately USD 30 million from
concurrent financing to fund clinical development pipeline -
- Trading to Commence on The Nasdaq Capital Market under
Symbol "IMUX" on April 15, 2019 -
SAN DIEGO and PLANEGG-MARTINSRIED, GERMANY, April
12, 2019
-
Immunic, Inc. (Nasdaq: IMUX)
, today announced the completion of its
stock-for-stock
exchange transaction with Vital Therapies, Inc.
(Nasdaq: VTL, through April
12, 2019)
. The company has been renamed Immunic, Inc. and its common stock is expected to commence trading on The Nasdaq Capital Market under the ticker symbol "IMUX" on April 15,
2019. Immunic, Inc. is a clinical-stage biopharmaceutical company focused on developing
best-in-class,
oral therapies for the treatment of chronic inflammatory and
autoimmune diseases. The company expects to move its headquarters to Boston, Massachusetts, and intends to retain its research and development activities in Planegg-Martinsried, Germany. Vital Therapies shares will continue to trade on The Nasdaq
Global Market under the ticker symbol "VTL" until the close of trading on Friday, April 12, 2019, and, during such time, will not reflect the 40:1 reverse split that occurred on April 12, 2019.
Daniel Vitt, Ph.D., serves as the company's Chief Executive Officer and President. The new board of directors comprises five members, four of whom are
members from Immunic's board: Dr. Vitt, Dr. Jörg Neermann of LSP, Dr. Vincent Ossipow of Omega Funds, and Mr. Jan Van den Bossche of Fund+. In addition, Dr. Duane Nash, M.D., J.D., M.B.A., previously Chief
Executive Officer, President and a director of Vital Therapies, will continue on the company's board of directors and serve as its Chairman.
Concurrent with the closing of the transaction, an investor syndicate that comprises LSP, Omega Funds, Fund+, LifeCare Partners, Bayern Kapital,
High-Tech Gründerfonds and IBG Beteiligungsgesellschaft Sachsen-Anhalt, invested EUR 26.7 million (approximately USD 30 million) in the company, bringing the new company's total cash balance to approximately USD 46.7 million,
which is expected to be sufficient to fund development into the third quarter of 2020.
On April 4, 2019, the stockholders of Vital Therapies
approved the
stock-for-stock
transaction. Immediately prior to the transaction, the company effectuated a 40:1 reverse stock split of shares of its common stock.
Following the closing of the transaction and the reverse stock split, there were approximately 10.1 million issued and outstanding shares of the company's common stock. As a result of a higher company net cash balance at closing, the final
exchange ratio resulted in
pre-closing
Vital Therapies stockholders owning approximately 11.75% of the company, instead of the estimated previously disclosed 11%.
Page
1
of
3
"We look forward to the opportunity to create
substantial value for our stockholders and to continue our promising work in autoimmune and chronic inflammatory drug development, where our goal is to bring a series of
best-in-class
therapies to patients who have certain highly-prevalent and debilitating medical conditions", said Dr. Vitt. "Immunic has a diverse
pipeline of drug development programs underway. These programs are being advanced under the guidance of an experienced management team with a strong track record in the pharmaceutical industry. Additionally, as a result of the transaction, we have a
strong cash position, which should allow us to reach a number of important inflection points in 2020".
The company's innovative pipeline
includes three oral compounds in development, for which a number of key milestones are expected in the near term:
.
Lead product,
IMU-838,
is an orally available, next-generation selective
immune modulator which inhibits the intracellular metabolism of activated immune cells by blocking the enzyme dihydroorotate dehydrogenase (DHODH). Clinical trials include:
○
Ongoing phase 2 for ulcerative colitis: interim dosing analysis expected
mid-2019
and full data readout expected in Q2 2020;
○
Ongoing phase 2 for relapsing-remitting multiple sclerosis: unblinded data expected to be reported in 2021;
○
Planned phase 2 in Crohn's disease: targeted to begin Q3 2019; and
○
Planned investigator-sponsored
proof-of-concept
clinical trial in primary sclerosing cholangitis conducted by the Mayo Clinic.
.
Second program,
IMU-935,
is an orally available small molecule inverse
agonist of ROR
g
t:
○
A Phase 1 trial for healthy volunteers and psoriasis patients is expected to begin in Q3 2019.
.
Third program,
IMU-856,
targets the restoration of the intestinal barrier
function, whose disruption is known to be prominently involved in the initiation of inflammatory bowel diseases, including ulcerative colitis and Crohn's disease, and also in disease relapse:
○
A Phase 1 trial is expected to begin in H1 2020.
BMO Capital Markets acted as exclusive financial advisor to Immunic for the transaction and Dentons served as legal counsel to Immunic. Ladenburg
Thalmann & Co. Inc. acted as exclusive financial advisor to Vital Therapies for the transaction and Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to Vital Therapies.
About Immunic, Inc.
Immunic, Inc. (Nasdaq: IMUX) is
a clinical-stage biopharmaceutical company developing a pipeline of selective oral immunology therapies aimed at treating chronic inflammatory and autoimmune diseases including ulcerative colitis, Crohn's disease, relapsing-remitting
multiple sclerosis, and psoriasis. The company is developing three small molecule products:
IMU-838
is a selective immune modulator that inhibits the intracellular metabolism of activated immune cells by
blocking the enzyme DHODH;
IMU-935
is an inverse agonist of ROR
g
t; and
IMU-856
targets the restoration of the intestinal
barrier function. Immunic's lead development program,
IMU-838,
is in phase 2 clinical development for ulcerative colitis and relapsing-remitting multiple sclerosis, with an additional phase 2 trial in
Crohn's disease planned for 2019. An investigator-sponsored
proof-of-concept
clinical trial for
IMU-838
in primary
sclerosing cholangitis is planned to start at the Mayo Clinic. For further information, please visit:
www.immunic-therapeutics.com
.
Page
2
of
3
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains "forward-looking statements" that involve substantial risks and uncertainties for purposes of the
safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations, future financial position, future revenue,
projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to Immunic's listing on The Nasdaq Capital Market; expectations
regarding the capitalization, resources and ownership structure of the company; the potential for
IMU-838,
IMU-935
and
IMU-856
to
safely and effectively target diseases; the adequacy of the company's capital to support its future operations and its ability to successfully initiate and complete clinical trials; the nature, strategy and focus of the company; the development
and commercial potential of any product candidates of the company; and the executive and board structure of the company. Immunic may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the
forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management's current expectations and involve risks and uncertainties. Actual results and performance could
differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with the ability to project future cash utilization and reserves needed for
contingent future liabilities and business operations, the availability of sufficient resources of the company to meet its business objectives and operational requirements, the fact that the results of earlier studies and trials may not be
predictive of future clinical trial results, the protection and market exclusivity provided by Immunic's intellectual property, risks related to the drug development and the regulatory approval process and the impact of competitive products and
technological changes. Immunic disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made.
Contact Information
Immunic, Inc.
Jessica Breu
Manager IR and Communications
+49 89 250 0794 69
jessica.breu@immunic.de
Or
Rx Communications Group
Melody Carey
+1-917-322-2571
immunic@rxir.com
Page
3
of
3

text: Immunic

text: Vital Therapies

text: Immunic, Inc.

text: Vital Therapies

text: Immunic, Inc.

text: Immunic, Inc.

text: Vital Therapies

text: Immunic

text: Jörg Neermann

text: Vincent Ossipow

text: Duane Nash

text: Vital Therapies

text: Vital Therapies

text: Vital Therapies

text: Immunic

text: BMO Capital Markets

text: Immunic

text: Dentons

text: Immunic

text:
Ladenburg
Thalmann & Co. Inc.

text: Vital Therapies

text: Pillsbury Winthrop Shaw Pittman LLP

text: Vital Therapies

text: Immunic, Inc.

text: Immunic, Inc.

text: Immunic

text: Immunic

text: Immunic

text: Immunic

text: Immunic

text: Immunic, Inc.


text:
EX-99.1
2
reve_ex991.htm
PRESS RELEASE
EXHIBIT 99.1
UPDATE - Reve Technologies finalizes acquisition of MatchTrade and OnTheCurb Assets.
HUNTINGTON BEACH, CA November 11, 2014 - Reve Technologies, Inc., f/k/a Bassline Productions, Inc., (OTC BB: BSSP) a technology company focused on investing in, developing and marketing emerging hardware, mobile and web applications, announced that it has completed the acquisition of the assets of MatchTrade, Inc. and OnTheCurb, LLC through a contribution of assets from these entities which are owned by Tamio Stehrenberger who is the President of the Company.
"We feel having the assets of MatchTrade and OnTheCurb in Reve Technologies goes in line with the our vision and goals moving forward", said Reve Technologies CEO, Tamio Stehrenberger.
MatchTrade
Included in the contribution of MatchTrade, Inc. assets are the web domains, patents, and the MatchTrade mobile app- the first barter/trade mobile app matchmaker to facilitate C2C, B2C, and B2B trading.
"MatchTrade has already been involved with helping businesses trade office space for accounting services, hot air balloon rides for furniture, and even cars for land. Trading by nature is very fun- getting rid of old stuff in exchange for new stuff." Stehrenberger continues, "But our goal for MatchTrade is to go beyond amusement. We want to help struggling people and businesses trade skills, excess inventory and downtime for things they need to survive in this economy".
MatchTrade is currently in beta testing for iOS and Android, and plans to launch in Q4. For more information visit MatchTrade.com.
OnTheCurb
Included in the contribution of OnTheCurb, LLC assets are the web domains and the OnTheCurb mobile app- a free marketplace that makes giving away and finding free items nearby. With a game like aspect, OnTheCurb makes it fun to give items away in order to get "free stuff" listings first before other users.
OnTheCurb has presented at TechCrunch and other iOS group events in Southern California.
For more information about Reve Technologies, please visit the company website www.ReveTech.com.
Forward-Looking Statements
This release contains forward-looking statements, including, without limitation, statements concerning our business and possible or assumed future results of operations. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including: our ability to continue as a going concern, adverse economic changes affecting markets we serve; competition in our markets and industry segments; our timing and the profitability of entering new markets; greater than expected costs, customer acceptance of our products or difficulties related to our integration of the businesses we may acquire; and other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law. There is no assurance that a definitive agreement will be completed.
Contact:
Tamio Stehrenberger
Tamio@ReveTech.com
714.907.1241

text: Reve Technologies

text: Reve Technologies, Inc.

text: Reve Technologies

text: Reve Technologies

text: Reve Technologies