text:
EX-99.1
3
exh_991.htm
EXHIBIT 99.1
Medical Action Industries Announces Completion of the Patient Care Transaction
Exhibit 99.1
Medical Action Industries Announces Completion of the Patient Care Transaction
BRENTWOOD, N.Y., June 2, 2014 (GLOBE NEWSWIRE) -- Medical Action Industries Inc. (Nasdaq:MDCI) (the "Company" or "Medical Action"), announced today that it has completed its previously announced sale of its Medegen Medical Products, LLC subsidiary and certain other assets of its Patient Care business unit to Medira Inc., an affiliate of Inteplast Group, Ltd., for approximately $78.6 million, subject to customary post-closing adjustments.
Paul D. Meringolo, Chief Executive Officer of Medical Action, said "I would like to thank all of the talented and dedicated employees of Medical Action and the Patient Care business unit that have committed significant time to ensure a smooth transition of this business to Inteplast. I am confident that the Patient Care business team will continue to provide quality products and build on the relationships Medical Action has developed over the years with our trusted partners in the healthcare community".
Mr. Meringolo added, "The completion of this transaction has significantly strengthened our balance sheet and will facilitate our pursuit of synergistic business opportunities. We look forward to continuing to build stockholder value through the optimization of our remaining business units and by providing quality products and innovative solutions to enhance the patient experience".
The Company used approximately $40.0 million of the net proceeds from the sale to repay the term loan and outstanding revolver obligations under its existing credit facility. The remaining balance of approximately $38.6 million will be used for working capital to support future growth in the Company's business.
Medical Action is a diversified manufacturer and distributor of disposable medical devices and a leader in many of the markets where it competes. Its products are marketed primarily to acute care facilities in domestic and certain international markets. The Company has expanded its target market to include physician, dental and veterinary office, out-patient surgery centers, long-term care facilities and laboratories. Medical Action's products are marketed nationally by its direct sales personnel and extensive network of healthcare distributors. The Company has preferred vendor agreements with national and regional distributors, as well as sole and multi-source agreements with group purchasing organizations. Medical Action's common stock trades on the NASDAQ Global Select Market under the symbol MDCI and is included in the Russell 2000 ®Index.
T
his news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives for management for future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this news release are made as of the date hereof and are based on information available to the Company as of such date. The Company assumes no obligation to update any forward-looking statement. In some cases, forward-looking statements can be identified by the use of terminology such as "may", "will", "expects", "plans", "anticipates", "intends", "believes", "estimates", "potential", or "continue", or the negative thereof or other comparable terminology. Although the Company believes that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including manufacturing inefficiencies, termination or interruption of relationships with the Company's suppliers, potential delays in obtaining regulatory approvals, product recalls, product liability claims, the Company's inability to successfully manage growth through acquisitions, the Company's failure to comply with governing regulations, risks of international procurement of raw materials and finished goods, market acceptance of the Company's products, market price of the Company's Common Stock, foreign currency fluctuations, resin volatility and other factors referred to in the Company's press releases and reports filed with the Securities and Exchange Commission (the "SEC"). Please see the Company's filings with the SEC, including, without limitation, the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which identify specific factors that would cause actual results or events to differ materially from those described in the forward-looking statements.
CONTACT: Brian Baker - Chief Financial Officer
MEDICAL ACTION INDUSTRIES INC.
(631) 231-4600

text: Medical Action Industries Inc.

text: Medegen Medical Products, LLC

text: Medira Inc.

text: Paul D. Meringolo

text: MEDICAL ACTION INDUSTRIES INC.


dataset: buster

text:
EX-99
2
ex_99-1.htm
PRESS RELEASE DATED 02-22-2018
Exhibit 99.1
GrowLife, Inc. Completes Full Acquisition
of Purchased Assets of Eco-friendly, Non-toxic Building Materials Manufacturer as Part of Product R&D Growth Plan
KIRKLAND, Wash. -- GrowLife, Inc. (PHOT) ("GrowLife"),
one of the nation's most recognized indoor cultivation service providers, today announced that it has agreed to acquire the
remaining stake in the assets of a building materials manufacturer, including its intellectual property, as a part of the Company's
strategic product development subsidiary, GrowLife Innovations.
The Company announced in October 2017, that
it had completed the acquisition of 51% of assets from a building materials manufacturer that specializes in development of eco-friendly
and non-toxic products, which aligns with GrowLife's core business competencies. GrowLife has now acquired the remaining
49% of the asset, making the Company the sole owner of FreeFit®, which includes patents, copyrights and trademarks associated
with the technology. The agreement was finalized through an addendum to the original agreement.
"This strategic acquisition aligns with
our goal of bringing sustainable and healthy best practices to indoor plant cultivation", said Marco Hegyi, CEO of GrowLife,
Inc. "As we move forward, the Company must be able to innovate and develop proprietary products that render the most efficient
and safe yield for our customers. This acquisition equips us with the talent, intellectual property rights and manufacturing capabilities
to produce the highest quality, non-toxic and eco-friendly products available to the market".
GrowLife established wholly-owned subsidiary
GrowLife Innovations as the product development division of the organization, led by Vice President of R&D David Reichwein.
Reichwein has extensive experience in leadership of public companies, including positions where he has led research and development
("R&D"), product development and manufacturing operation initiatives for global companies, with a focus on sustainable
and healthy building material solutions. This further acquisition will allow the Company to fully capitalize on the proprietary
technology developed by the manufacturer and expand these capabilities into other products, allowing GrowLife to better service
the indoor plant cultivation market with innovative and unique product offerings - all supported by intellectual property
rights.
"GrowLife shares my passion and commitment
to creating a healthy, non-toxic indoor world", said David Reichwein, Vice President of R&D for GrowLife, Inc. "I
am very confident that we will grow the GrowLife building materials business in multiples".
For further information on this transaction,
reference GrowLife, Inc.'s 8k SEC filing.
For more information about GrowLife, Inc. please
visit the Company's website. Products can be purchased at GrowLifeEco.com. Additional commentary on the Company and the industry
as a whole can be found on the CEO's blog.
About GrowLife, Inc.
GrowLife, Inc. (PHOT) aims to become the nation's
largest cultivation service provider for cultivating organics, herbs and greens and plant-based medicines. Our mission is to help
make our customers successful. Through a network of local representatives covering the United States and Canada, regional centers
and its e-Commerce team, GrowLife provides essential goods and services including media, industry-leading hydroponics and soil,
plant nutrients, and thousands more products to specialty grow operations. GrowLife is headquartered in Kirkland, Washington and
was founded in 2012.
Public Relations Contact:
Cassandra Dowell
CMW Media
P: 858-264-6600
cassandra@cmwmedia.com
www.cmwmedia.com
Investor Relations Contact:
info@growlifinc.com

label: organization

text: GrowLife, Inc.

text: GrowLife, Inc.

text: GrowLife

text: building materials manufacturer

text: GrowLife

text: building materials manufacturer

text: GrowLife

text: GrowLife

label: person

text: Marco Hegyi

text:
GrowLife,
Inc.

text: GrowLife

text: GrowLife

text: David Reichwein

text: GrowLife

text: GrowLife

text: David Reichwein

text: GrowLife, Inc.

text: GrowLife

text: GrowLife, Inc.

text: GrowLife, Inc.

text: GrowLife, Inc.

text: GrowLife, Inc.

text: GrowLife

text: GrowLife

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
exhibitpressrelease.htm
EXHIBIT 99.1 MFRI, INC. PRESS RELEASE, DATED FEBRUARY 1, 2016
Exhibit
EXHIBIT 99.1
MFRI ANNOUNCES ACTIONS TO ADVANCE STRATEGIC POSITIONING THROUGH FOCUS ON PIPING BUSINESSES
.
Exiting Filtration segment through sales of domestic and international businesses
.
Actions position MFRI to focus on a wider variety of specialty piping markets
.
Sale proceeds from closed and expected transactions to total approximately $30 million plus assumption of certain liabilities by buyers
.
In 4Q FY 2015/16 expects to take approximate restructuring charges of $650,000 and realize future year-over-year savings of approximately $1.4 million
.
Transactions are expected to be accretive to earnings in 4Q FY 2015/16 by between $0.10 and $0.15 per share
NILES, IL, February 1, 2016 -- MFRI, Inc. (NASDAQ: MFRI) today announced a series of actions designed to refocus its business portfolio and cost structure to enhance the Company's overall performance. These actions include the sale of MFRI's domestic and international filtration businesses, including TDC Filter Manufacturing, Inc., Nordic Air Filtration, A/S and related assets, and the planned sale of our domestic fabric filter business in Winchester, Virginia. The sales follow a competitive bidding process that MFRI initiated as part of its program to optimize its strategic focus and portfolio.
MFRI CEO Bradley Mautner commented, "The actions we are taking to sell our filtration business and focus all of our resources on the Perma-Pipe brand and its many future opportunities are the result of careful consideration of various strategic alternatives.
"Over the last 50 years, Perma-Pipe has established itself as one of the world's most respected and capable manufacturers of factory insulated piping systems, fabrication and specialty coatings. Using our extensive engineering and fabrication expertise, the group has developed industry-leading products for many applications such as district heating and cooling, oil and gas gathering, as well as environmental and other leak detection and location systems. From a single factory in Tennessee, Perma-Pipe has expanded to six manufacturing plants in the U.S., Canada, India, Saudi Arabia and the U.A.E. Although the recent decline in oil prices has created some challenges in several of these markets, we believe investing in the specialty piping space and diversifying that portfolio is the best long-term strategy for our Company.
"In addition to paying down debt, the sale of our filtration business will give us additional resources and flexibility to fund investments in new growth opportunities such as our recently announced agreement to acquire 100% ownership of Bayou Perma-Pipe Canada (BPPC), which we believe creates a strong platform to diversify and expand Perma-Pipe's insulation business into new markets and geographies".
In connection with its strategic repositioning, the Company:
.
On January 29, 2016, sold certain assets and liabilities of its TDC Filter business based in Bolingbrook, Illinois for approximately $11 million, subject to certain post-closing adjustments, to the Industrial Air division of CLARCOR, a NYSE-listed company based in Franklin, Tenn. CLARCOR is a leading diversified marketer and manufacturer of mobile, industrial and environmental filtration products. After a short transition period, MFRI plans to sell the 100,000 square foot TDC manufacturing and office facility in Bolingbrook, IL.
.
On January 29, 2016, sold its Nordic Air Filtration, Denmark and Nordic Air Filtration, Middle East businesses, for approximately $11 million, on a debt/cash free basis, subject to certain post-closing adjustments, to Hengst Holding GmbH. Hengst is a leading specialist in filtration and filtration
management and an international development partner and OEM supplier for all major automobile manufacturers. Hengst has approximately 3,000 employees at 11 locations worldwide, among others in Germany, Brazil, the USA and China.
.
Signed a letter of intent to sell its domestic fabric filter business, based in Winchester, VA. The transaction, with a well-established private company with more than 60 manufacturing companies worldwide, is subject to the completion of usual and customary due diligence and, if completed, is expected to close at the end of February 2016.
.
Is reorganizing the Company's corporate staff and expenses to reflect its new strategic focus and structure. The restructuring will result in a one-time charge of $650,000 in the fourth quarter of fiscal 2015/16 and is expected to yield annualized savings of approximately $1.4 million.
Mr. Mautner concluded, "While we believe our decision to exit the filtration businesses is in the best interest of all stakeholders, it is done with mixed feelings. We began investing in the filter element business in 1982 with the purchase of a small fabric filter manufacturing business in Winchester, Virginia. Over more than 30 years, we grew the business significantly in size, product scope and geography. This growth was made possible through the efforts of many talented people, who helped build a group of companies regarded as among the best in the industry. Their work has been important to all of us and we thank them for all they have done for MFRI and many thousands of customers.
"Managing multiple transactions to realize the best value for our shareholders is a complex task and, unfortunately, the actions announced today will result in the closing of one of our facilities. However, given the strength of the companies purchasing these businesses and their extensive manufacturing operations, I would expect them to continue to enhance, invest in and grow the organizations and brands that have been so thoughtfully developed during the last three decades".
MFRI, Inc.
MFRI, Inc. is a global leader in pre-insulated piping and leak detection systems for oil and gas gathering, district heating and cooling, and other applications. It uses its extensive engineering and fabrication expertise to develop piping solutions that solve complex challenges regarding the safe and efficient transportation of many types of liquids. In total, MFRI has operations at eight locations in five countries.
Forward-Looking Statements
Statements and other information contained in this announcement that can be identified by the use of forward-looking terminology constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby, including, without limitation, statements regarding the expected future performance and operations of the Company, the expected sale of our domestic fabric filter business and the expected sale of TDC's facility in Bolingbrook, ILL. These statements should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. Such risks and uncertainties include, but are not limited to, the project nature of the business, the increasing international nature of the business, economic conditions, market demand and pricing, competitive and cost factors, raw material availability and prices, global interest rates, currency exchange rates, labor relations and other risk factors.

text: MFRI

text: MFRI

text: MFRI

text: MFRI

text: MFRI

text: MFRI

text: MFRI

text: MFRI

text: Bayou Perma-Pipe Canada

text: MFRI

text: MFRI

text: MFRI

text: MFRI

text: MFRI


text:
EX-99.1
2
exhibit991pressreleasedate.htm
EXHIBIT 99.1 - PRESS RELEASE DATED 2.6.2019
Exhibit
Exhibit 99.1
NEWS RELEASE
Contact:
Michele Long Senior Director - Communications
Phone (610) 251-1000
mmlong@triumphgroup.com
Michael Pici Vice President - Planning & Investor Relations
Phone (610) 251-1000
mpici@triumphgroup.com
TRIUMPH GROUP COMPLETES TRANSFER OF GLOBAL 7500 WING PROGRAM TO BOMBARDIER
BERWYN, Pa. - February 6, 2019 -- Triumph Group, Inc. (NYSE:TGI) announced today that it has completed the transfer of the Global 7500 wing manufacturing operations and assets to Bombardier (TSX:BBD.B), as previously announced.
Bombardier will operate the program's wing production line in a building at Triumph's Red Oak, Texas site. Triumph will continue its operations that support other structures programs in a separate building at the Red Oak site.
Triumph Group, Inc., headquartered in Berwyn, Pennsylvania, designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators.
More information about Triumph can be found on the company's website at
http://www.triumphgroup.com.
Bombardier, Global and Global 7500 are trademarks of Bombardier Inc. or its subsidiaries.
###

text: Michael Pici

text: BOMBARDIER

text: Triumph Group, Inc.

text: Bombardier

text: Bombardier

text: Triumph Group, Inc.

text: Bombardier

text: Bombardier


text:
EX-99.1
4
a991pressreleasebioserve.htm
EXHIBIT
991PressReleaseBioserve
August 18, 2014
Cancer Genetics Inc. Completes Acquisition of BioServe India, a Premier Genomics and Next-Generation Sequencing Company
Cancer Genetics Now Positioned to Participate in High-Growth Indian Diagnostics Market, Where More Than 1 Million New Cancer Cases Are Diagnosed Each Year Cancer Genetics Derives Immediate Revenue Through BioServe India's Clients, Which Include Dr. Reddy's Laboratories, Piramal Life Sciences, NATCO Pharma, the Indian Institute of Science Education and Research, and the Center for Cellular and Molecular Biology
Cancer Genetics Will Develop BioServe India's 14,000-Square-Foot Accredited Laboratory into a Center of Excellence for Biomarker Analysis, Next-Generation Sequencing and Oncology Diagnostics
RUTHERFORD, N.J. and HYDERABAD, India, Aug. 18, 2014 (GLOBE NEWSWIRE) --
Cancer Genetics, Inc. (Nasdaq:CGIX) ("CGI" or "The Company"), an emerging leader in DNA-based cancer diagnostics, today closed the announced acquisition of BioServe Biotechnologies (India) Pvt. Ltd., a premier genomics services provider serving both the research and clinical markets in India.
BioServe India, which operates out of a 14,000-square-foot, state-of-the-art genomics facility in Hyderabad, has serviced over 200 clients with best-in-class genomic services, including next-generation sequencing, genotyping and DNA synthesis. CGI will benefit from immediate revenue through BioServe India's long-term contracts with academic and research institutions and its capabilities in genetic research, test development and genomic analysis.
BioServe India's clients include some of the leaders in the Indian life sciences industry, including Dr. Reddy's Laboratories, NATCO Pharmaceuticals, Piramal Life Sciences, the Indian Institute of Science Education and Research and the Centre for Cellular and Molecular Biology.
"We are excited to be joining Cancer Genetics", said Venkatadri Bobba, general partner of Ventureast, India's premier venture capital fund and a board member at BioServe India.
"This merger will allow us to improve patient care in India by delivering cutting-edge, patented cancer diagnostic technologies and allow us to offer an even broader range of state-of-the-art services to biopharma customers, hospitals and academic research institutions".
India is recognized as a high-growth market for molecular diagnostics and oncology services. More than 1 million new cases of cancer are diagnosed in India each year, and incidence rates are expected to rise by more than 72 percent by 2025. Additionally, according to Frost and Sullivan, healthcare spending is expected to increase at an average annual rate of 17 percent, reaching $160 billion by 2017.
CGI's CEO, Panna Sharma, said the acquisition places the company in a unique position to meet the growing need for genomic-based cancer diagnostics in this market. He anticipates wide adoption of CGI's proprietary tests for non-Hodgkins lymphomas and leukemias, kidney cancer and cervical cancer. "In particular, the acquisition positions CGI to revolutionize cervical cancer screening and treatment in India, where 123,000 new cases are diagnosed annually", he said.
"We now have a growing pipeline of potential clients and collaborators for our non-invasive cervical cancer test in India, where cervical cancer is the leading cause of cancer death in women, accounting for 25 percent of global cervical cancer deaths", Sharma said. "FHACT® will provide physicians in India with critical genomic information to provide improved screening for cervical cancer in both urban and rural settings".
"The expansion into India will also allow CGI to leverage its resources and scale its operations, while strengthening its capabilities in molecular testing, DNA synthesis, biomarker analysis and next-generation sequencing", Sharma said. He described the Hyderabad laboratory as an important resource that will allow CGI to access high-growth markets for oncology diagnostics and reduce costs associated with product manufacturing, test development and genomic data analysis.
CGI acquired BioServe India for approximately $1.9 million, largely in CGIX stock and other deferred consideration. Under the terms of the agreement, BioServe India will be a wholly owned subsidiary of CGI that will be renamed Cancer Genetics India. CGI plans on retaining BioServe India's 33 employees, and expanding and strengthening the team.
"This acquisition is an important milestone for CGI, as we now have the clinical diagnostics infrastructure and resources to deliver critical genomic oncology services at a time when India has placed a high priority on expanding its healthcare capabilities", Sharma said.
About Cancer Genetics
Cancer Genetics, Inc. is an emerging leader in DNA-based cancer diagnostics, servicing some of the most prestigious medical institutions in the world. Our tests
target cancers that are difficult to diagnose and predict treatment outcomes. These cancers include hematological, urogenital and HPV-associated cancers. We also offer a comprehensive
range of non-proprietary oncology-focused tests and laboratory services that provide critical genomic information to healthcare professionals, as well as biopharma and biotech companies. Our state-of-the-art reference lab is focused entirely on maintaining clinical excellence and is both CLIA certified and CAP accredited and has licensure from several states including New York State. We have established strong research collaborations with major cancer centers such as Memorial Sloan-Kettering, The Cleveland Clinic, Mayo Clinic and the National Cancer Institute. For further information, please see www.cancergenetics.com.
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements pertaining to future financial and/or operating results, future growth in research, technology, clinical development and potential opportunities for Cancer Genetics, Inc. products and services, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements. Any statements that are not historical fact (including, but not limited to, statements that contain words such as "will", "believes", "plans", "anticipates", "expects", "estimates") should also be considered to be forward- looking statements. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of potential products, uncertainty in the results of clinical trials or regulatory approvals, need and ability to obtain future capital, maintenance of intellectual property rights and other risks discussed in the Company's Form 10-K for the year ended December 31 2013 and Form 10-Q for the quarter ended June 30, 2014 and other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Cancer Genetics disclaims any obligation to update these forward-looking statements.
CONTACT: Public Relations
Jerry Schranz Beckerman PR 201.465.8020
jschranz@beckermanpr.com Skype: JerrySchranz
Media Relations Paul Kuntz
RedChip Companies, Inc. 800-733-2447, ext. 105
paul@redchip.com
Investor Relations Michael Rice
LifeSci Advisors, LLC 646-597-6997
Source: Cancer Genetics

text: Cancer Genetics Inc.

text: BioServe India

override: organization

text: BioServe India

text: BioServe India

text: Cancer Genetics, Inc.

text: CGI

text: BioServe India

text: CGI

text: BioServe India

text: BioServe India

label: fund

text: Ventureast

text: BioServe India

text: CGI

text: CGI

text: CGI

text: CGI

text: CGI

text: CGI

text: BioServe India

text: BioServe India

text: CGI

text: Cancer Genetics India

text: CGI

text: BioServe India

text: CGI

text: Cancer Genetics, Inc.

text: Cancer Genetics, Inc.


text:
EX-99.1
2
rate-20160105ex991d60620.htm
EX-99.1
Exhibit 991 Press Release
Exhibit 99.1
Bankrate Announces Closing of Sale of Insurance Business
NEW YORK - December 29, 2015 - Bankrate, Inc. (NYSE: RATE) today announced that it has completed its previously announced transaction to sell its insurance business ("insuranceQuotes") to All Web Leads, Inc., a portfolio company of Genstar Capital Partners. For additional details on the transaction, please refer to Bankrate's November 5, 2015 press release.
About Bankrate, Inc.
Bankrate is a leading online publisher, aggregator and distributor of personal finance content. Bankrate aggregates large scale audiences of in-market consumers by providing them with proprietary, fully researched, comprehensive, independent and objective personal finance and related editorial content across multiple vertical categories including mortgages, deposits, credit cards, senior care and other categories, such as retirement, automobile loans and taxes. Our flagship sites Bankrate.com, CreditCards.com and Caring.com are leading destinations in each of their respective verticals and connect our audience with financial service and senior care providers and other contextually relevant advertisers. Bankrate also develops and provides content, tools, web services and co-branded websites to over 100 online partners, including some of the most trusted and frequently visited personal finance sites such as Yahoo!, CNBC, AARP and Bloomberg. In addition, Bankrate licenses editorial content to leading news organizations such as The Wall Street Journal, USA Today and The New York Times.
For more information contact:
Steven D. Barnhart
SVP, Chief Financial Officer
steve.barnhart@bankrate.com
(917) 438-9558
Ted Rossman
Public Relations Director
ted.rossman@bankrate.com
(917) 368-8635

text: Bankrate

text: Bankrate, Inc.

text: All Web Leads, Inc.

text: Genstar Capital Partners

text: Bankrate

text: Bankrate, Inc.

text: Bankrate

text: Bankrate

text: Bankrate

text: Bankrate


text:
EX-99.1
2
banner8kex991_1001.htm
Media Contact
Kelly McPhee
VP, Communications &
Public Relations
(509) 991-0575
Contact: Mark J. grescovich,
President
& CEO
Lloyd
W. Baker, CFO
(509)
527-3636
News
Release
Banner Corporation Completes Merger of
AmericanWest Bank
WALLA
WALLA, WASHINGTON - October 2, 2015 - Banner Corporation (NASDAQ GSM: BANR), the holding company for Banner Bank and
Islanders Bank, today announced that it had completed the acquisition of Starbuck Bancshares, Inc. and its wholly-owned subsidiary,
AmericanWest Bank, of Spokane, Washington, which has been merged with and into Banner Bank. Pursuant to the previously announced
terms of the merger, the equityholders of AmericanWest are receiving an aggregate of $130 million in cash and 13.23 million shares
of Banner common stock.
As of the closing date, the combined company has approximately $9.9 billion in assets and
203 branches across five western states.
"We
are pleased to announce the completion of the merger and to welcome AmericanWest's equityholders, customers and employees
as part of the Banner Bank team", stated Mark G. Grescovich, Banner's President and Chief Executive Officer. "This
strategic combination is an exciting step forward, providing the opportunity to deploy our super community bank model throughout
a strengthened presence in Washington, Oregon and Idaho and into attractive growth markets in California and Utah. In addition,
the combination is expected to result in considerable operating synergies and provide significant benefits to our expanded group
of clients, communities, shareholders and employees".
Banner
was advised in the transaction by Sandler O'Neill + Partners, L.P., as financial advisor, and Cleary Gottlieb Steen &
Hamilton LLP, as legal counsel. AmericanWest was advised by Jefferies, LLC, as financial advisor, and Wachtell, Lipton, Rosen &
Katz, as legal counsel. Key investors of AmericanWest were advised by Skadden, Arps, Slate, Meagher & Flom LLP and Sullivan
& Cromwell LLP.
Election
of Directors
In connection with the merger, the Banner board of directors
appointed Spencer Fleischer and Michael J. Gillfillan to the Banner board of directors.
Spencer
Fleischer is a founder, Co-CEO and President of Friedman Fleischer & Lowe, LLC, a director of The Clorox Company, Levi Strauss
& Co., and Strategic Investment Group. He is a member of the Fellowship Campaign Executive Committee for Lincoln College, Oxford
and a Director of Americans for Oxford, Inc. Mr. Fleischer served as an advisor to the Investment Committee of the William and
Flora Hewlett Foundation for ten years. Mr. Fleischer previously spent 19 years with Morgan Stanley as an investment banker and
manager. He was a member of the worldwide Investment Banking Operating Committee, Head of Investment Banking in Asia and Head of
Corporate Finance for Europe. He earned an M.Phil. in Management Studies at Oxford University as a Rhodes Scholar and graduated
from the University of the Witwatersrand in Johannesburg with a B.A. (Hons) in Economics.
Michael J. Gillfillan co-founded AloStar Bank
of Commerce in 2011 and served as its Chief Executive Officer and Chairman from April 2011 to April 15, 2015. Mr. Gillfillan spent
35 years in banking and finance positions, with extensive leadership experience in troubled debt restructuring, turnaround management
and strategic finance issues dealing with capital structure and capital adequacy. Mr. Gillfillan spent more than 25 years at Wells
Fargo and Company, serving as its Vice Chairman and Chief Credit Officer for the greater part of the period from 1991 to 1999.
He previously served as Director of Union Bank of California, N.A., MUFG Union Bank, N.A. and UnionBanCal Corporation. Mr. Gillfillan
received an M.B.A. from the University of California at Los Angeles and a B.A. in History from the University of California at
Berkeley.
About
Banner Corporation
Banner Corporation is a bank holding company operating two
commercial banks in five Western states through a network of branches offering a full range of deposit services and business,
commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at
www.bannerbank.com
.
Forward
Looking Statements
When
used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the "SEC"),
in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive
officer, the words or phrases "believe", "will", "will likely result", "may", "shall,"
"are expected to", "will continue", "is anticipated", "estimate", "project,"
"plans", "forecast", "initiative", "objective", "goal", "outlook,"
"priorities", "target", "intend", "evaluate", "pursue", "commence,"
or the negative of any of those words or phrases or similar expressions are intended to identify "forward-looking statements"
within the meaning of applicable federal securities laws, including the Private Securities Litigation Reform Act of 1995. You are
cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made.
These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or
other financial information. By their nature, these statements are subject to numerous uncertainties that could cause actual results
to differ materially from those anticipated in the statements. Statements about the expected timing, completion and effects of
the proposed transactions and all other statements in this release other than historical facts constitute forward-looking statements.
Important
factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited
to, the following: (1) expected revenues, cost savings, synergies and other benefits from the merger of Banner Bank and AmericanWest
Bank ("AmericanWest") might not be realized within the expected time frames or at all and costs or difficulties relating
to integration matters, including but not limited to customer and employee retention, might be greater than expected; (2) the credit
risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates
of the adequacy of the allowance for loan losses, which could necessitate additional provisions for loan losses, resulting both
from loans originated and loans acquired from other financial institutions; (3) results of examinations by regulatory authorities,
including the possibility that any such regulatory authority may, among other things, require increases in the allowance for loan
losses or writing down of assets; (4) competitive pressures among depository institutions; (5) interest rate movements and their
impact on customer behavior and net interest margin; (6) the impact of repricing and competitors' pricing initiatives on loan and
deposit products; (7) fluctuations in real estate values; (8) the ability to adapt successfully to technological changes to meet
customers' needs and developments in the market place; (9) the ability to access cost-effective funding; (10) changes in financial
markets; (11) changes in economic conditions in general and in Washington, Idaho, Oregon and California in particular; (12) the
costs, effects and outcomes of litigation; (13) new legislation or regulatory changes, including but not limited to the Dodd-Frank
Act and regulations adopted thereunder, changes in capital requirements pursuant to the Dodd-Frank Act and the implementation of
the Basel III capital standards, other governmental initiatives affecting the financial services industry and changes in federal
and/or state tax laws or interpretations thereof by taxing authorities; (14) changes in accounting principles, policies or guidelines;
(15) future acquisitions by Banner or AmericanWest of other depository institutions or lines of business; (16) and future goodwill
impairment due to changes in Banner's business, changes in market conditions, or other factors.
Banner
does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the
date on which the forward-looking statement is made except where expressly required by law.

text:
Lloyd
W. Baker

text:
Sullivan
& Cromwell LLP


text:
EX-99.1
3
erf_8k-ex9901.txt
PRESS RELEASE
EXHIBIT 99.1
ERF WIRELESS ACQUIRES TSTAR INTERNET ADDING AN ADDITIONAL 3,000 CUSTOMERS AND
$1,200,000 PROFITABLE RECURRING ANNUAL REVENUE
ACQUISITION OF TENTH TEXAS WISP POSITIONS ERF WIRELESS AS DOMINANT WISP IN TEXAS
AND AMONG LARGEST BROADBAND NETWORKS IN COUNTRY
--------------------------------------------------------------------------------
LEAGUE CITY, Texas, Nov 05, 2007 (BUSINESS WIRE) -- ERF Wireless (OTCBB:ERFW), a
leading provider of enterprise-class wireless and broadband products and
services, announced today that the company has completed the acquisition of the
assets and operations of TSTAR Internet Inc. The transaction, which closed on
October 31, 2007, is the tenth acquisition by ERF Wireless Inc. of a Texas-based
wireless Internet service provider (WISP) and includes all current customers and
network infrastructure equipment of TSTAR Internet, including approximately 22
tower locations. With this acquisition, ERF Wireless now serves more than 10,000
customers in Texas and is the state's largest provider.
The TSTAR Internet acquisition, combined with the acquisition of Momentum Online
announced on October 18, 2007, provides ERF Wireless broader access and
increased market share in a large geographic area covering five counties in
Central Texas, including Llano, Burnet, Gillespie, Blanco and Comal counties.
The Central Texas acquisitions cover approximately 3,200 square miles and, when
integrated with ERF Wireless' existing Central Texas WiNet and US-BankNet
System, will give the company a footprint covering a population of more than
22,500 businesses, over 550,000 residents and 36 regional and community bank
charters aggregating 462 branch locations. Robert C. "Bobby Mack" McClung, who
recently joined the ERF Wireless management team with the acquisition of
Momentum Online, will be responsible for overseeing and managing the company's
Central Texas WISP operations that support local BranchNet and US-BankNet
Systems in the region, and managing additional planned Central Texas WISP
acquisitions.
Dr. H. Dean Cubley, Chairman and CEO of ERF Wireless, commented, "This Central
Texas acquisition strengthens our market share in this geographic area and
complements our growing WISP operations across the state of Texas." Dr. Cubley
added, "Both TSTAR Internet and Momentum Online have built first-class networks
and have achieved solid reputations with their respective combined customer
bases of more than 5,500 customers and over $2,400,000 of profitable recurring
annual revenue. The addition of large blocks of accretive recurring revenues,
such as these, as well as other planned acquisitions, is moving ERF Wireless
ahead quickly toward our near-term goal of generating overall positive cash flow
and advancing to a national exchange".
George H. "Butch" Kemper, CEO of TSTAR Internet, commented, "The consolidation
of two outstanding Central Texas WISP networks under the ERF Wireless banner
will give the company the potential for substantial growth in this market
service area and I'm looking forward to working with ERF Wireless management as
we integrate the TSTAR network into ERF Wireless' growing network. I believe ERF
Wireless has developed one of the best strategic wireless broadband deployment
plans in the industry by building and acquiring strategically-located profitable
wireless broadband networks in areas where the company has an existing or
planned community or regional bank as an anchor tenant in its US-BankNet
strategic plan".
John A. Burns, Chairman and CEO of ERF Wireless' Enterprise Network Services
subsidiary, commented, "This acquisition enhances an important backbone segment
in our planned rollout of US-BankNet across Central Texas. TSTAR's and
Momentum's access to 55 towers, in addition to the 78 towers ERF Wireless
already controls across the state, gives us a substantial footprint in the
Central Texas corridor. Adding towers and already profitable backbone segments
to our overall design of the US-BankNet System dramatically enhances the
business model since any banking revenue is totally complementary to existing
revenue and operations. But even more importantly, we are gaining a great
management and support team for our growing company".
R. Greg Smith, CFO of ERF Wireless, commented, "With the acquisition of both
Momentum Online and TSTAR Internet in October 2007, we have tripled the size of
the recurring revenues from our WISP operations, thereby laying a strong
foundation for the generation of both one-time and recurring revenues from our
regional banking networks and subsequent WiNet sales to a bank's commercial
customers. We also expect to announce additional acquisitions of other
strategically-located and profitable wireless broadband networks to grow our
recurring revenue base and to further our US-BankNet strategic plan".
About ERF Wireless
ERF Wireless Inc. is a fully reporting public corporation (OTCBB:ERFW) that
specializes in providing secure wireless and broadband product and secure
service solutions to banking and commercial clients on a national and
international basis. Its principals have been in the network integration,
triple-play FTTH, IPTV content delivery, and Internet banking and encryption
technology businesses for more than 20 years and have constructed encrypted,
wireless broadband networks, fiber-to-the-home projects, as well as secure
Internet banking solutions for hundreds of banks across America. For more
information about ERF Wireless, please visit www.erfwireless.com or call
281-538-2101. (ERFWG)
Forward-looking statements in this release regarding ERF Wireless Inc. are made
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-looking statements
involve risks and uncertainties, including, without limitation, continued
acceptance of the company's products, increased levels of competition, new
products and technological changes, the company's dependence upon third-party
suppliers, intellectual property rights, and other risks detailed from time to
time in the company's periodic reports filed with the Securities and Exchange
Commission.
SOURCE: ERF Wireless
ERF Wireless Inc.
Clareen O'Quinn, 281-538-2101 ext. 113
coquinn@erfwireless.com
Copyright Business Wire 2007

text: ERF WIRELESS

text: TSTAR INTERNET

text: ERF WIRELESS

text: ERF Wireless

text: TSTAR Internet Inc.

text: ERF Wireless Inc.

text: TSTAR Internet

text: ERF Wireless

text: TSTAR Internet

text: Momentum Online

text: ERF Wireless

text: ERF Wireless

text: ERF Wireless

text: Momentum Online

text: H. Dean Cubley

text: ERF Wireless

text: TSTAR Internet

text: Momentum Online

text: ERF Wireless

text: TSTAR Internet

text: ERF Wireless

text: ERF Wireless

text: ERF Wireless

text:
ERF
Wireless

text: John A. Burns

text: ERF Wireless

text: ERF Wireless

text: R. Greg Smith

text: ERF Wireless

text: Momentum Online

text: TSTAR Internet

text: ERF Wireless

text: ERF Wireless Inc.

text: ERF Wireless

text: ERF Wireless Inc.

text: ERF Wireless

text: ERF Wireless Inc.


text:
EX-99.1
2
e615254_ex99-1.htm
Unassociated Document
Contact at Winthrop Realty Trust
Carolyn Tiffany
Investor or Media Inquiries
Phone: (617) 570-4614; e-mail: ctiffany@firstwinthrop.com
FOR IMMEDIATE RELEASE
August 5, 2016
WINTHROP REALTY TRUST ANNOUNCES TRANSFER OF ASSETS TO LIQUIDATING TRUST
FOR IMMEDIATE RELEASE - BOSTON, MASSACHUSETTS, August 5, 2016-Winthrop Realty Trust (the "Company") announced that it has transferred its remaining assets to (and its remaining liabilities were assumed by) Winthrop Realty Liquidating Trust (the "Liquidating Trust") in accordance with the Company's Plan of Liquidation. As previously reported, August 1, 2016 was the last day of trading of the Company's common shares of beneficial interest (the "Common Shares") on the New York Stock Exchange, and the Company's stock transfer books were closed as of the close of business on such date.
The Company has filed a Form 15 with the Securities and Exchange Commission (the "Commission") to terminate the registration of its Common Shares under the Securities Exchange Act of 1934 and the Company will cease filing reports under that act. It is expected that the Liquidating Trust will only be required to file with the Commission annual reports on Form 10-K and current reports on Form 8-K.
Under the terms of the Liquidating Trust Agreement, each holder of Common Shares on August 5, 2016 (each, a "beneficiary") automatically became the holder of one unit of beneficial interest ("Unit") in the Liquidating Trust for each Common Share then held of record by such shareholder. Based on the average of the high and low trading prices of the Common Shares on August 1, 2016, the deemed distribution for tax purposes to holders of Common Shares at the close of business on August 5, 2016 is $9.21 per Common Share. All of the outstanding Common Shares were automatically deemed cancelled, and the rights of beneficiaries in their Units will not be represented by any form of certificate or other instrument. Shareholders of the Company are not required to take any action to receive their Units. Subject to certain exceptions related to transfer by will, intestate succession or operation of law, the Units will not be transferable, nor will a beneficiary have authority or power to sell or in any other manner dispose of any Units.
A copy of the Liquidating Trust Agreement was previously filed with the Commission as an Exhibit to the Company's Current Report on Form 8-K filed July 28, 2016, a copy of which is available on the Commission's website,
www.sec.gov
as well as the Company's website
www.winthropreit.com
under the investor relations tab.
__________________
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. With the exception of the historical information contained in this news release, the matters described herein contain "forward-looking" statements that involve risk and uncertainties that may individually or collectively impact the matters herein described. These are detailed from time to time in the "Risk Factors" section of the Company's SEC reports. Further information relating to the Liquidating Trust, the Company's financial position, results of operations, and investor information is contained in the Company's annual and quarterly reports filed with the SEC and available for download at its website www.winthropreit.com
or at the SEC website www.sec.gov.

text: Winthrop Realty Trust

text: WINTHROP REALTY TRUST

text: Winthrop Realty Trust


text:
EX-99.1
5
ex99-1.htm
EXHIBIT 99.1
Tauriga Sciences Inc. Completes Acquisition
of Honeywood LLC, A California-Based Developer of Medicinal Cannabis Products, Including Doc Green's Cream
LOS ANGELES, July 14, 2014 (GLOBE NEWSWIRE)
-- Tauriga Sciences Inc. (OTCQB:TAUG) or ("Tauriga" or "the Company"), a diversified life sciences
company, is pleased to announce that it has successfully completed its acquisition of California-based medicinal cannabis firm
Honeywood LLC ("Honeywood"), the formulator for Doc Green's topical cannabis cream and for other products. Under
terms of the completed acquisition agreement, Honeywood will operate as a wholly owned subsidiary of Tauriga Sciences Inc., with
all future revenues and profits (losses) to be reflected on Tauriga's pro forma financial statements. The final acquisition
terms result in stakeholders of Honeywood receiving 15.5% of Tauriga Sciences non-diluted shares of common stock outstanding immediately
prior to closing. Honeywood's principals have the opportunity to collectively earn up to an additional aggregate equal to
10% of Tauriga's common stock outstanding (utilizing the same initial Closing Date) upon achieving the following gross revenue
based milestones: upon the generation and receipt of $2.0MM of gross revenues derived strictly from the sale and licensing of
Honeywood's products, the three Honeywood principals shall each be issued either restricted stock or stock options equal
to 1.6666% shares of Common Stock of Tauriga; upon the generation and receipt of an additional $2.0MM ($4.0 MM total gross revenues
by Honeywood), its three principals shall each be issued an additional 1.6666% shares of Common Stock of Tauriga (each such additional
issuance to be set off the outstanding shares immediately prior to the Closing Date).
Since its inception, Honeywood has been responsible
for overseeing the product development of Doc Green's Healing Collective, formulating and licensing its line of Doc Green's
Therapeutic Healing Cream, a cannabis infused shea butter lotion, that delivers the healing power of cannabis through the skin
without psychoactive side effects. Doc Green's itself is a California not for profit entity operating under California laws,
regulations, and guidelines applicable to the State's medicinal cannabis industry. Doc Green's lotion was the first
professionally packaged and widely distributed cannabis product on the California market, and has won much acclaim including a
first ("1st") prize award at the 2013 High Times Cannabis Cup ("Cannabis Cup") for Best Non-Edible Medically
Infused Product.
Honeywood is a key component in Tauriga's
natural wellness business. Honeywood is currently focused on increasing its capacity to produce and develop products, and is actively
pursuing expansion opportunities in California as well as in other states where medical marijuana is legal. By completing the
merger with Tauriga, Honeywood is confident that the quality of the management team and the access to working capital will enable
both the acceleration of organic growth and expansion to new markets, resulting in new and greater revenues.
Tauriga's Chairman & CEO, Dr. Stella
M. Sung states, "The completion of this acquisition is a major milestone for Tauriga Sciences and its shareholders. Management
looks forward to working with the Honeywood principals to develop and commercialize high quality products in the medicinal cannabis
sector. The Doc Green's topical cannabis cream is a compelling initial product for Tauriga's natural wellness
business. Many people who use the cream report effective and rapid relief from musculoskeletal pain, and they report that
the cream does not produce any psychoactive effect".
Honeywood LLC President Mr. Daniel Kosmal
expressed, "The past 5 years have yielded amazing results in our ability to provide safe and natural cannabis healing products
to the California market. We believe we have found the ideal partner with whom to achieve our vision of spreading the healing
potential of the cannabis plant. With our combined leadership and resources, we look forward to rapidly expanding our product
line and extending our reach".
In addition to the Doc Green's topical
cannabis cream, which is already available in dispensaries in California, Honeywood has developed Vapura, a medicinal cannabis
vapor cartridge that attaches to an e-cigarette battery and produces an effective and flavorful cannabis vapor. We anticipate
that Vapura will be available for patients in compliance with California Health & Safety Code 11362.5 beginning in the third
quarter of 2014.
Tauriga's natural wellness business
also includes "Cannabis Complements", a line of non-cannabis containing dietary supplements which is being launched
this summer. These dietary supplements will target cannabis-related effects, such as anxiety, memory and cognitive function,
and appetite control. The supplements do not contain cannabis and can be sold nationwide to establish and build the Tauriga
brand, especially in the 23 states where medicinal marijuana is legal.
The Global 100 law firm Nixon Peabody LLP
has advised and represented Tauriga Sciences, Inc. with respect to this above-mentioned transaction.
About Tauriga Sciences, Inc.:
Tauriga Sciences, Inc. (TAUG) is a diversified
life sciences company focused on generating profitable revenues through license agreements and the development of a proprietary
technology platform in the nano-robotics space. The mission of the Company is to acquire and build a diversified portfolio of
cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company's business
model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses.
Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. On July 10, 2014,
Tauriga acquired a California based topical cannabis cream company. Please visit the Company's corporate website at
www.tauriga.com
.
NON SOLICITATION:
This press release does not constitute an
offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in
any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any securities offered or issued in
connection with the above-referenced merger and/or investment have not been registered, and will be offered pursuant to an exemption
from registration.
DISCLAIMER:
Forward-Looking Statements: Except for statements
of historical fact, this news release contains certain "forward-looking statements" as defined by the Private Securities
Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development,
use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG's predictions
with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than
those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors,
and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or
results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors
include general economic and business conditions, the ability to successfully develop and market products, consumer and business
consumption habits, the ability to fund operations and other factors over which TAUG has little or no control. Such forward-looking
statements are made only as of the date of this release, and TAUG assumes no obligation to update forward-looking statements to
reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks,
uncertainties and other factors are discussed in documents filed from time to time by TAUG with the Securities and Exchange Commission.
This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities,
nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered
under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and may not be offered
or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable
state securities laws.
CONTACT:
Tauriga
Sciences, Inc.:
Dr.
Stella M. Sung,
Chairman
and Chief Executive Officer
Tauriga
Sciences, Inc.
www.tauriga.com
San
Diego: + 1-858-353-5749
Montreal:
+ 1-514-840-3697
Email:
ssung@tauriga.com

text: Tauriga Sciences Inc.

text: Honeywood LLC

text: Tauriga Sciences Inc.

text: Tauriga

text: Honeywood LLC

text: Honeywood

text: Honeywood

text: Tauriga Sciences Inc.

text: Tauriga

text: Honeywood

text: Honeywood

text: Tauriga

text: Honeywood

text: Honeywood

text: Tauriga

text: Honeywood

text: Tauriga

text: Honeywood

text: Honeywood

text: Tauriga

text: Honeywood

text: Tauriga

text: Honeywood

text: Tauriga

text:
Stella
M. Sung

text: Honeywood

text: Tauriga

text: Honeywood LLC

text: Daniel Kosmal

text: Honeywood

text: Tauriga

text: Tauriga

text: Nixon Peabody LLP

text: Tauriga

text: Stella M. Sung


text:
EX-99.2
15
a07-30340_1ex99d2.htm
EX-99.2
Exhibit 99.2
Transocean Inc.
Post Office Box 2765
Houston TX 77252 2765
Analyst
Contact:
Gregory S. Panagos
713 232 7551
Media
Contact:
Guy A. Cantwell
News Release
713 232 7647
FOR RELEASE:
November 27, 2007
TRANSOCEAN
ANNOUNCES CLOSING OF MERGER WITH GLOBALSANTAFE
HOUSTON-Transocean
Inc. (NYSE: RIG) announced the closing earlier today of its reclassification
and merger transaction with GlobalSantaFe Corporation.
In
accordance with the terms of the merger agreement, each outstanding ordinary
share of Transocean immediately prior to the effective time of the merger was
reclassified into (1) 0.6996 Transocean ordinary shares and (2) $33.03 in cash.
At the effective time of the merger, each outstanding ordinary share of
GlobalSantaFe was exchanged for (1) 0.4757 Transocean ordinary shares (after
giving effect to the reclassification) and (2) $22.46 in cash. Following these
transactions, there will be a total of approximately 316 million outstanding
ordinary shares of Transocean. The shares of Transocean will continue to be
listed on the New York Stock Exchange under the trading symbol "RIG" and the
ordinary shares of GlobalSantaFe will no longer be listed.
About
Transocean
Transocean
Inc. is the world's largest offshore drilling contractor and the leading
provider of drilling management services worldwide. With a fleet of 140 mobile offshore
drilling units plus eight ultra-deepwater units under construction, the company's
fleet is considered one of the most modern and versatile in the world due to
its emphasis on technically demanding segments of the offshore drilling
business. The company owns or operates a contract drilling fleet of 39
High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment Semisubmersibles
and Drillships), 29 Other Floaters, 68 Jackups and four other assets utilized
in the support of offshore drilling activities worldwide. With a current equity
market capitalization in excess of $43 billion, Transocean Inc.'s ordinary
shares are traded on the New York Stock Exchange under the symbol "RIG".
###
07-45

text: Transocean Inc.

text: TRANSOCEAN

text: GLOBALSANTAFE

text:
Transocean
Inc.

text: GlobalSantaFe Corporation

text: Transocean

text: Transocean

text: GlobalSantaFe

text: Transocean

text: Transocean

text: Transocean

text: GlobalSantaFe

text: Transocean

text:
Transocean
Inc.

text: Transocean Inc.


text:
EX-99.1 CHARTER
4
ex991.htm
EXHIBIT 99.1
EXHIBIT 99.1
Exhibit 99.1
Press Release
Source: Mobile Reach International
Mobile Reach International, Inc. Completes Acquisition of Crystal Hospitality Holdings, Inc.
Friday April 21, 2006
Cary NC. - Mobile Reach International, Inc. (OTCBB: MOBR) announced today it has completed its acquisition of all outstanding shares of Crystal Hospitality Holdings Inc. ("Crystal"). Crystal is now a wholly-owned subsidiary of Mobile Reach. Details of the transaction are contained in a Form 8-K filed with the Securities and Exchange Commission on April 21, 2006.
Crystal Hospitality owns and operates the www.suntrips.com website, which provides a wide array of travel and vacation options Travelers visiting the SunTrips website can search and compare information, including pricing and availability, for airline tickets, lodging, car rentals, cruises and many other destination services, such as local attractions and tours, from a large number of suppliers. Travelers may customize their travel plans or choose from a number of complete travel packages. Once their plans are finalized, they may easily book their plans via the website.
Prior to the purchase of the SunTrips assets by the Crystal, SunTrips was owned by FS SunTours and was a large tour operator in the United States based in San Jose, California serving the Northern California market. FS SunTours suspended SunTrips' tour operation in February of 2006 due to a variety of operational issues SunTrips served over 151,000 vacationers last year from Oakland/San Francisco to Hawaii, Los Cabos, Puerto Vallarta, Cancun, Cozumel and the Mayan Riviera, Costa Rica and the Azores and had been operational for 29 years and having served well over 4 million passengers. The Company intends to launch similar tour products into this market as it believes that there is significant potential to recapture SunTrips historical business.
Hank Cohn, A. Christopher Johnson and Anthony Soich will remain as members of the Board of Directors. Frank Salerno, Peter Gallic, Fabrizzio P. Busso-Campana and Peter Dugan have also joined the Board as part of the acquisition. Messrs. Busso-Campana, Dugan and Gallic will also serve as officers of Mobile Reach.
About Crystal Hospitality
Crystal Hospitality operates the www.SunTrips.com website and intends to launch a tour operation business in the United States. Travelers visiting the SunTrips website can search and compare information, including pricing and availability, for airline tickets, lodging, car rentals, cruises and many other destination services, such as local attractions and tours, from a large number of suppliers. Travelers may customize their travel plans or choose from a number of complete travel packages. Once their plans are finalized, they may easily book their plans via the website. Tour operations are expected to include packaged vacations originating in Oakland/San Francisco to Hawaii, Los Cabos, Puerto Vallarta, Cancun, Cozumel and the Mayan Riviera, Costa Rica, the Caribbean and the Azores. It will specialize in all-inclusive, value-priced vacation packages serving the Northern California market.
About Mobile Reach International, Inc.
Mobile Reach International, Inc. currently licenses software and related services for BlackBerry enabled devices, personal digital assistants, tablet and laptop computers and other mobile devices.
This press release contains forward-looking statements, which are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "intends", "believes" and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and national market acceptance of SunTrips as an online brand, the ability to secure additional supply agreements, strategic alliance partners and or acquisition candidates for the purpose of building the packaged travel business, the ability to secure additional funding sources if required to execute its business plans, the ability to attract and retain the required personnel and other factors described in the companies' respective filings with the Securities and Exchange Commission. The actual results that the company achieves may differ materially from any forward-looking statement due to such risks and uncertainties. The company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.

text: Mobile Reach International, Inc.

text: Crystal Hospitality Holdings

text: Mobile Reach International, Inc.

text: Crystal Hospitality Holdings Inc.

text: Mobile Reach International, Inc.

text: Mobile Reach International, Inc.


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
PRESS RELEASE
Columbia Equity Trust, Inc. [Logo]
1750 H Street, NW
Suite 500
Washington, D.C. 20006
Tel (202) 303 - 3080
________________________________________________
Columbia Equity Trust, Inc. Announces Closing of Patrick Henry Corporate Center and Update on
Activities
Washington, D.C., December 6, 2005 - Columbia Equity Trust, Inc. (NYSE:COE) announced today
that it acquired Patrick Henry Corporate Center in Newport News, Virginia for a purchase price of
$14.5 million.
Patrick Henry Corporate Center is an approximately 99,000 square foot, Class A office
building. The building is currently 92% leased to a roster of high quality tenants, including a
subsidiary of Northrop Grumman Corporation, an existing tenant of the Company. In conjunction
with the acquisition, the Company assumed an existing financing in the approximate amount of $8.5
million at a fixed interest rate of 5.02% which matures in April 2009. The balance of the
acquisition was funded with proceeds raised through the Company's initial public offering which
closed on July 5, 2005.
Patrick Henry Corporate Center is expected to generate a first-year net operating
income-to-purchase price return (cash basis) of approximately 8.2%.
Financing Activities
Columbia also announced today the closing of a new $75 million secured revolving credit
facility. The interest rate for the revolving credit facility is based on a leverage grid and is
initially priced at Libor plus 110 basis points. The facility matures in November 2007, unless a
one-year extension option is exercised. Wells Fargo Bank is the Administrative Agent and sole
lender on the facility.
Acquisition Update
Columbia also provided an update on its recent acquisition activity. The Company had
previously disclosed that since September 30, 2005 it had contracted to purchase three additional
office buildings, which included:
.
1025 Vermont Avenue, an approximate 115,000 square foot, office building located in the
central business district of Washington, DC for $34.3 million; and
.
The ELV portfolio which includes Oakton Corporate Center, a 65,000 square foot office
building located in Oakton, Virginia and 625 Slaters Lane, a 50,000 square foot office
building located in Alexandria, Virginia, for a portfolio purchase price of $26.9 million.
The 1025 Vermont Avenue acquisition is currently expected to close in early January 2006. The
Company also announced that it has elected to terminate it Agreement of Sale with respect to the
purchase of 625 Slaters Lane. Oakton Corporate Center remains subject to the terms of the
Agreement of Sale with an allocated purchase price of $16.0 million.
The Company provides no assurances that it will complete the purchase of 1025 Vermont Avenue
or Oakton Corporate Center.
About Columbia Equity Trust, Inc.
Columbia is a self-advised, self-managed Maryland corporation focused on the acquisition,
development, renovation, repositioning, ownership, management and operation of commercial office
properties located predominantly in the Greater Washington, D.C. area. For additional information
please visit our web site at
http://www.columbiareit.com
.
Forward Looking Statements
Certain statements in this release that are not historical fact may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause the actual results of the Company to differ materially from historical results or from
any results expressed or implied by such forward-looking statements, including without limitation:
national and local economic, business, real estate and other market conditions; the competitive
environment in which the Company operates; the execution of its business plan; financing risks; the
Company's ability to maintain its status as a REIT for federal income tax purposes; acquisition and
development risks; potential environmental and other liabilities; and other factors affecting the
real estate industry generally or the office industry in particular. Although the Company believes
the expectations reflected in any forward-looking statements are based on reasonable assumptions,
it can give no assurance that its expectations will be attained. For a further discussion of these
and other factors that could impact the Company's future results, performance, achievements or
transactions, see the documents filed by the Company from time to time with the Securities and
Exchange Commission, and in particular the section titled, "Risk Factors" in the Company's
prospectus.
CONTACT
COLUMBIA EQUITY TRUST, INC.
JOHN SCHISSEL
CHIEF FINANCIAL OFFICER
202-303-3080

text: Columbia Equity Trust, Inc.

text: Columbia Equity Trust, Inc.

text: Columbia Equity Trust, Inc.

text: Columbia Equity Trust, Inc.

text: COLUMBIA EQUITY TRUST, INC.


text:
EX-99.1
3
a14-22724_1ex99d1.htm
EX-99.1
Exhibit 99.1
Wave Systems Completes Sale of eSignSystems for $1.2M
Lee, MA-October 16, 2014 - Wave Systems Corp. (NASDAQ: WAVX) announced that it has sold eSignSystems - a leader in lifecycle management software for eDelivery, eSignature and eRentention - to California-based DocMagic, Inc., a leading provider of loan and document preparation solutions for the mortgage industry, in an all cash deal for $1.2 million. eSignSystems has been a division of Wave since 2001.
"The sale of eSignSystems is an important step in our strategy to focus our resources on our core business objectives. Wave remains committed to providing cutting edge cybersecurity solutions for our customers that provide strong authentication and encryption management based on a hardware root of trust", said Bill Solms, President and CEO of Wave. "As a founding member of the Trusted Computing Group, Wave has long been a champion of hardware-based cybersecurity solutions".
"With the sale of eSignSystems", Solms said, "Wave is better positioned to refocus assets on pursuing targeted market segments for its current solutions, including the most recently launched Wave Virtual Smart Card 2.0, as well as accelerating the development of new solutions. This is a positive step in our plan to complete a realignment of the company for the purpose of greater business efficiency".
"The acquisition of eSignSystems by DocMagic is a marriage of extraordinarily talented and visionary people with incredible SaaS and on premise expertise and robust products and services", said Dominic Iannitti, President and CEO of DocMagic. "We are very pleased that this is a mutually beneficial event for both WAVE and DocMagic.
Security Research Associates of San Francisco, CA served as M&A advisors to Wave for this sale.
# # # #
About eSignSystems
eSignSystems, a division of Wave Systems Corp. (NASDAQ:WAVX), is a leading provider of lifecycle management of electronically signed, legally binding documents, contracts and digital transactions. SmartSAFE enables companies to manage business processes and transactions entirely online. Organizations can address certain regulatory compliance issues, improve productivity and efficiency in processing transactions, and achieve significant cost savings through the elimination of document transportation costs, processing and storage. For more information, visit www.esignsystems.com.
About Wave Systems
Wave Systems Corp. (NASDAQ: WAVX) reduces the complexity, cost and uncertainty of data protection by starting inside the device. Unlike other vendors who try to secure information by adding layers of software for security, Wave leverages the security capabilities built directly into endpoint computing platforms themselves. Wave has been a foremost expert on this growing trend, leading the way with first-to-market solutions and helping shape standards through its work as a board member for the Trusted Computing Group.
Safe Harbor for Forward-Looking Statements
This press release may contain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the company, its directors or its officers with respect to, among other things: (i) the company's financing plans; (ii) trends affecting the company's financial condition or results of operations; (iii) the company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may", "would", "will", "expect", "estimate", "anticipate", "believe", "intend" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Wave assumes no duty to and does not undertake to update forward-looking statements.
All brands are the property of their respective owners.
Company:
Wave Systems Corp.
Walter A. Shephard, CFO
413-243-1600
investors@wave.com
Investor Relations:
Catalyst Global
David Collins, Chris Eddy
212-924-9800
wavx@catalyst-ir.com

text: Wave Systems

text: eSignSystems

text: Wave Systems Corp.

text: eSignSystems

text: DocMagic, Inc.

text: eSignSystems

text: eSignSystems

text: Bill Solms

text: eSignSystems

text: eSignSystems

text: DocMagic

text: Dominic Iannitti

text: DocMagic

text: DocMagic

text: Security Research Associates

text: eSignSystems

text: eSignSystems

text: Wave Systems Corp.

text: Wave Systems

text: Wave Systems Corp.

text: Wave Systems Corp.

text: Walter A. Shephard


text:
EX-99
4
pr01092006.htm
PRESS RELEASE MYERS INDUSTRIES COMPLETE PURCHASE OF ITML
News Release
News Release
NYSE: MYE
Contact(s):
Donald A. Merril, Vice President &
Chief Financial Officer, (330) 253-5592
Max Barton, Director, Corporate Communications
& Investor Relations, (330) 761-6106
Myers Industries Completes Purchase of
ITML Horticultural Products
FOR IMMEDIATE RELEASE:
January 9, 2007, Akron, Ohio-- Diversified international manufacturer and distributor
Myers Industries, Inc. (NYSE: MYE) today announced that it has completed its purchase of ITML Horticultural Products, Inc.
®
for approximately $110.1 million.
ITML, a private company based in Ontario, Canada, is a leader in the design, manufacturing, and marketing of plastic containers and related products for professional floriculture / horticulture grower markets across North America. ITML has more than 800 employees and six facilities located in Canada and the U.S., utilizing injection molding, blow molding, and thermoforming processes. ITML will be integrated into Myers Industries' Lawn and Garden Segment and will operate as a strategic business unit within the segment.
This strategic acquisition will increase Myers' grower and distributor market share in Canada and in the southern and western U.S. The combination of ITML with Myers' Lawn and Garden Segment represents a significant growth opportunity through expanded product lines, added manufacturing capabilities, and new sales channels and geographies.
Beginning immediately and throughout the next several months, Myers Industries' Lawn and Garden Segment team will be focused on executing synergistic initiatives within its brands, aligning resources to meet the changing needs of the grower industry and to deliver the best long-term value for customers and shareholders.
Led by a powerful brand group including Dillen Products®, Pro Cal®, Listo Products™, and now ITML®, Myers Industries' Lawn and Garden Segment designs, manufactures, and markets industry-leading containers, hanging baskets, trays, nursery pots, and decorative resin planters for grower, distributor, and niche retail sales channels. The segment accounted for $170.4 million of Myers Industries' total net sales in 2005.
The ITML acquisition is consistent with Myers' Strategic Business Evolution process to grow the Company's key business segments with accretive transactions that strengthen its brand portfolio, provide value-added capabilities, and deepen relationships with customers.
Conference Call to Review Acquisition Strategy
The Company will host a conference call on Wednesday, January 10, 2007, from 10:00 - 11:00am ET, to discuss the key strategic drivers behind the ITML acquisition. Myers Industries' President and Chief Executive Officer John C. Orr, and Vice President and Chief Financial Officer
--MORE--
Donald A. Merril, will conduct the call. Investors and other interested parties may participate by calling 1-877-407-9205; international callers dial 1-201-689-8054. The call will also be available as an audio webcast at
www.myersind.com
. Please dial in for the call at least five minutes in advance of the start time.
The event will be archived and a transcript available 24 hours after the call. A replay will be available at 1-877-660-6853 (for access, use Account #286 / ID #226441) until January 24, 2007; international callers dial 1-201-612-7415. A webcast replay will be available from the Myers Industries web site through April 11, 2007.
About Myers Industries
Myers Industries, Inc. is an international manufacturer of polymer products for industrial, agricultural, automotive, commercial, and consumer markets. The Company is also the largest wholesale distributor of tools, equipment, and supplies for the tire, wheel, and undervehicle service industry in the U.S. Myers Industries had record net sales of $903.7 million in 2005.
Visit
www.myersind.com
to learn more.
Caution on Forward-Looking Statements
:
Statements in this release may include "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that is not of historical fact may be deemed "forward-looking." Words such as "expect", "believe", "project", "plan", "anticipate", "intend", "objective", "goal", "view", and similar expressions identify forward-looking statements. These statements are based on management's current views and assumptions of future events and financial performance and involve a number of risks and uncertainties, many outside of the Company's control, that could cause actual results to materially differ from those expressed or implied. Factors include, but are not limited to: changes in the markets for the Company's business segments; changes in trends and demands in the industries in which the Company competes; unanticipated downturn in business relationships with customers or their purchases; competitive pressures on sales and pricing; raw material availability, increases in raw material costs, or other production costs; future economic and financial conditions in the United States and around the world; the Company's ability to integrate the acquisition over time; the Company's ability to execute the components of its Strategic Business Evolution process; and other risks as detailed in the Company's 10-K and other reports filed with the Securities and Exchange Commission. Myers Industries undertakes no obligation to publicly update or revise any forward-looking statements contained herein, which speak only as of the date made.
--END--

text: MYERS INDUSTRIES

text: ITML

text: Donald A. Merril

text: Max Barton

text: Myers Industries

text: ITML Horticultural Products

text: Myers Industries, Inc.

text: ITML Horticultural Products, Inc.

text: ITML

text: ITML

text: ITML

text: Myers Industries

text: Myers

text: ITML

text: Myers

text: Myers Industries

text: ITML

text: Myers Industries

text: Myers Industries

text: ITML

text: Myers

text: ITML

text: Myers Industries

text: Donald A. Merril

text: Myers Industries

text: Myers Industries

text: Myers Industries, Inc.

text: Myers Industries

text: Myers Industries


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
Contact:
Amedisys, Inc.
Gregory H. Browne
Chief Financial Officer
(225) 292-2031
gbrowne@amedisys.com
Noonan Russo
Investor Relations
Brian Ritchie
(212) 845-4269
brian.ritchie@eurorscg.com
AMEDISYS ANNOUNCES
ACQUISITION OF
HOUSECALL MEDICAL RESOURCES
- Acquisition Expected to Contribute $0.25 - $0.30 cents in Earnings Per Share
in FY 2006 -
BATON ROUGE, Louisiana (July 12, 2005) - Amedisys, Inc. (Nasdaq: "AMED" or "the Company"), one of America's leading home health nursing
companies, announced today that, following receipt of all necessary regulatory approvals, it has closed on the previously announced acquisition of Knoxville, Tennessee-based Housecall Medical Resources, Inc. ("Housecall"), a privately-held
provider of home care services in the Southeast, for a total transaction value of approximately $106 million, subject to post-closing adjustments, escrows and certain tax benefits.
Housecall operates 57 home health agencies in Tennessee, Florida, Kentucky, Virginia, and Indiana, and a total of nine hospice locations in
Tennessee and Virginia. Housecall's trailing 12-month revenues are approximately $103 million, of which home health services accounted for 76 percent, and the hospice business contributed 24 percent.
As mentioned in the Company's press release on July 1, 2005, and based on
Housecall's trailing 12-month unaudited operating results and expected synergies, Amedisys estimates the acquisition will add $0.25 to $0.30 cents to earnings per share in 2006. For 2005, the Company anticipates that the transaction will add
$0.05 to $0.10 cents to earnings per share. The Company expects to update its guidance for 2005, and to provide preliminary guidance for 2006, on the conference call to be scheduled with reference to the second quarter financial results.
"We are excited to finalize this acquisition, and begin the process of integrating Housecall's operations, on
which considerable preliminary work has already been undertaken", said William F. Borne, Chief Executive Officer of Amedisys, Inc. "The personnel at Housecall share our strong commitment to providing cost-efficient, high quality patient
care, and we look forward to having them as a part of the Amedisys family. This combination will further Amedisys' strategic mission to be the premier home healthcare company in the Southeast".
In addition to available cash on hand, Amedisys financed a portion of the purchase price
through $75 million in senior secured credit facilities provided by Wachovia Bank, N.A. and GE Healthcare Financial Services. These facilities included $50 million in a five-year Term Loan and up to $25 million in a Revolver. Wachovia Capital
Markets, LLC and GECC Capital Markets Group, Inc. acted as Co-Lead Arrangers on the syndication of the credit facilities.
Amedisys, Inc., a leading provider of home health nursing services, is headquartered in Baton Rouge, Louisiana. Its common stock trades on The Nasdaq Stock Market under
the symbol "AMED".
This press release includes statements that
may constitute "forward-looking" statements, usually containing the words "believe", "estimate", "project", "expect" or similar expressions. Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company's services
in the marketplace, competitive factors, changes in government reimbursement procedures, dependence upon third-party vendors, and other risks discussed in the Company's periodic filings with the Securities and Exchange Commission. By making
these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
Additional information on the Company can be found on the World Wide Web
http://www.amedisys.com

text: Amedisys, Inc.

text: Gregory H. Browne

text: AMEDISYS

text:
HOUSECALL MEDICAL RESOURCES
-

text: Amedisys, Inc.

text: Housecall Medical Resources, Inc.

text: Amedisys

text: William F. Borne

text: Amedisys, Inc.

text: Amedisys

text: Amedisys

text: Amedisys

text: Markets, LLC

text: GECC Capital Markets Group, Inc.

text: Amedisys, Inc.


text:
EX-99.2
10
d149423dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
The Beachbody Company and Myx Fitness Complete Merger with Forest Road Acquisition Corp., Creating the Leading Subscription Health and Wellness Company for
the Mass Market
06/28/2021
NEW
YORK & SANTA MONICA, Calif.-(BUSINESS WIRE)-The Beachbody Company Group, LLC ("Beachbody") today announced the
three-way
business combination with Myx Fitness Holdings, LLC
("Myx") and Forest Road Acquisition Corp. (NYSE:FRX) ("Forest Road") was completed on June 25, 2021, creating the leading subscription health and wellness company for the mass market. The combined company is named The
Beachbody Company, Inc. (the "Company") and its shares of Class A common stock and warrants are expected to start trading on the New York Stock Exchange ("NYSE") today, June 28, 2021, under the new ticker symbols
"BODY" and "BODY WS", respectively.
"This marks an important milestone in Beachbody's mission to help more
people achieve their goals and lead healthy, fulfilling lives", said Carl Daikeler,
Co-Founder,
Chairman and Chief Executive Officer of Beachbody. "As a public company, we aim to accelerate our
growth and introduce many more people to our proven fitness and nutrition solutions. With this transaction, we will deploy capital to grow our platform, add connected fitness hardware through the acquisition of Myx and continue to create the most
exciting and innovative
in-home
fitness content".
Mr. Daikeler will continue to lead
the Company and the Beachbody On Demand platform. Jon Congdon, Beachbody's
Co-Founder
and Openfit's Chief Executive Officer, will continue to lead the Openfit digital platform, and Heberto Calves
will remain in his role as President of Myx, reporting to Mr. Daikeler. Forest Road's Strategic Advisor Kevin Mayer, who previously served as Chief Executive Officer of TikTok and Chief Strategy Officer for Disney, will join the
Company's board of directors.
"Beachbody is a company that has been on the leading edge of content creation since its inception
22 years ago and has built a complete solution that brings together fitness and nutrition subscriptions and delivers results for customers as well as value for the company", Mr. Mayer said. "With a subscription base that is the
largest in connected fitness, supported by a
founder-led
management team that has proven its ability to innovate, I could not be more thrilled to join the board and help guide this company in its next chapter
of growth".
The combined business will add significant cash to the balance sheet, positioning the Company to deliver meaningful
growth as it accelerates customer acquisition, scales the Myx business, expands internationally and engages in opportunistic M&A. Forest Road's stockholders approved the business combination at a stockholders' meeting on June 24,
2021.
Advisors
The Raine Group LLC
("Raine") acted as exclusive financial advisor to Beachbody. Credit Suisse (USA) LLC ("Credit Suisse") acted as lead capital markets advisor to Beachbody. BofA Securities, Inc. acted as an additional capital markets advisor to
Beachbody. Latham & Watkins LLP and Cozen O'Connor C.P. acted as legal advisors to Beachbody.
Credit Suisse acted as lead placement agent and Raine and Cantor Fitzgerald & Co.
acted as placement agents on the private placement. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Credit Suisse on the private placement.
Guggenheim Securities, LLC acted as lead financial and capital markets advisor to Forest Road. Greenhill & Co, LLC acted as financial
advisor to Forest Road. Robert W. Baird & Co. Incorporated acted as an additional capital markets advisor to Forest Road. Kirkland & Ellis LLP and Ellenoff Grossman & Schole LLP acted as legal advisors to Forest Road.
Greenberg Traurig, LLP acted as legal advisor to Myx Fitness.
About The Beachbody Company, Inc.
Headquartered in Southern California, Beachbody is a leading digital fitness and nutrition subscription company, with over two decades of
creating innovative content and powerful brands. The Beachbody Company is the parent company to the Beachbody On Demand streaming platform (BOD), the live digital streaming platform Openfit and Myx fitness, the company's connected fitness
brand. As of March 31, 2021, the Company had 2.8 million total digital fitness subscribers, a nationwide peer-support system of over 400,000 influencers and coaches, plus a premium portfolio of branded nutrition products.
Forward-Looking Statements
This press
release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this release, including statements regarding the Company's future operating
results and financial position, business strategy and plans, objectives of management for future operations are forward-looking statements. These statements are based on the Company's current expectations, assumptions, estimates and
projections. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Forward-looking statements are based on management's current expectations and assumptions regarding the Company's business, the economy and other future conditions.
In some cases, you can identify forward-looking statements by terms such as "believe", "project", "expect,"
"anticipate", "estimate", "intend", "strategy", "future", "opportunity", "plan", "may", "should", "will", "would", "will be,"
"will continue", "will likely result" or the negative of these terms or other similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, without limitation, those
factors described in the Company's filings with the Securities and Exchange Commission.
Because forward-looking statements are inherently subject to risks and uncertainties, some
of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time, and
it is not possible for the Company to predict those events or how they may affect the Company. If a change to the events and circumstances reflected in the Company's forward-looking statements occurs, the Company's business, financial
condition and operating results may vary materially from those expressed in the Company's forward-looking statements. If a change to the events and circumstances reflected in the Company's forward-looking statements occurs, the
Company's business, financial condition and operating results may vary materially from those expressed in the Company's forward-looking statements. Except as required by applicable law, the Company does not plan to publicly update or
revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.
Contacts
ICR
BODYPR@icrinc.com

text: The Beachbody Company

text: Myx Fitness

text: Forest Road Acquisition Corp.

text: The Beachbody Company Group, LLC

text: Myx Fitness Holdings, LLC

text: Myx

text: Forest Road Acquisition Corp.

text:
The
Beachbody Company

text: Myx

text: Myx

text: Myx

text: The Raine Group LLC

text: Credit Suisse (USA) LLC

text: BofA Securities, Inc.

text: Latham & Watkins LLP

text: Cozen O'Connor C.P.

text: Guggenheim Securities, LLC

text: Greenhill & Co, LLC

text: Robert W. Baird & Co. Incorporated

text: Kirkland & Ellis LLP

text: Ellenoff Grossman & Schole LLP

text: Greenberg Traurig, LLP

text: Myx Fitness

text: The Beachbody Company

text: The Beachbody Company

text: Myx fitness