text:
EX-99.(B)
4
a10-4827_1ex99db.htm
EX-99.(B)
Exhibit 99(b)
BEMIS
COMPANY, INC.
One Neenah Center, 4th Floor
P.O. Box 669
Neenah, Wisconsin
54957-0669
For additional information please contact:
Melanie E. R. Miller
Vice President, Investor Relations
and Treasurer
(920)527-5045
Kristine Pavletich
Public Relations Specialist
(920)527-5159
BEMIS ANNOUNCES
2010 EARNINGS PER SHARE GUIDANCE OF $1.95 TO $2.10
NEENAH,
WISCONSIN, March 1, 2010 -
Bemis Company, Inc.
(NYSE: BMS) announced today that, including the impact of today's acquisition
of Alcan Packaging Food Americas and excluding special items explained below,
it expects full year 2010 adjusted diluted earnings to be in the range of $1.95
to $2.10 per share.
"This
is going to be a year of transition and integration for our newly acquired
operations", said Henry Theisen, President and Chief Executive Officer of Bemis
Company, Inc. "Our attention is
focused on maintaining the positive momentum of our current Bemis business
while seamlessly integrating and supporting our new facilities. Guidance for 2010 represents healthy operating
performance and realization of synergies expected from the Alcan Packaging Food
Americas acquisition".
Under the terms of an order
signed by the U. S. District Court for the District of Columbia related to today's
acquisition, two of the acquired facilities must be divested. The 2009 net sales associated with the facilities
to be sold was approximately $100 million.
The results of these operations will be reported as discontinued
operations in 2010 and have been excluded from management's guidance.
Adjusted annual guidance excludes the
impact of acquisition financing costs for the first two months of 2010 before
the acquisition was completed, which we estimate to be approximately $0.06 per
share. Guidance also does not reflect
the impact of severance charges, acquisition related professional and legal
fees, or one-time purchase accounting charges.
These amounts are not reflected in our guidance because they are not
currently quantifiable.
Guidance for 2010 includes
an estimated $22 million in net cost savings synergies, representing a pro rata
portion of the total anticipated first twelve months synergies. Adjusted for the anticipated divestiture of
the two plants, Bemis expects approximately $60 million of annual run-rate
pre-tax synergies to be achieved by the end of the second year following the
acquisition date. These improvements
will be achieved primarily by optimizing product mix, improving operational and
supply chain efficiencies, and reducing duplicate administrative costs.
Presentation of Non-GAAP Information
Guidance
in this press release uses a non-GAAP financial measure, adjusted diluted
earnings per share. This non-GAAP
financial measure adjusts for factors that are unusual or unpredictable. Guidance for adjusted diluted earnings per
share excludes the impact of certain amounts related to workforce reductions,
acquisition related financing costs, acquisition related professional and legal
fees, and one-time purchase accounting charges.
This adjusted information should not be construed as an alternative to
results determined in accordance with accounting principles generally accepted
in the United States of America (GAAP).
It is provided solely to assist in an investor's understanding of the
impact of these items on the comparability of the Company's operations.
Forward Looking Statements
Statements
in this release that are not historical, including statements relating to the
expected future performance of the Company, are considered "forward-looking"
and are presented pursuant to the safe harbor provisions of the Securities
Litigation Reform Act of 1995. Such
content is subject to certain risks and uncertainties, including but not
limited to future changes in cost or availability of raw materials, consumer
buying patterns under certain economic conditions, changes in customer order
patterns, the results of competitive bid processes, costs associated with the
pursuit of business combinations, unexpected costs associated with completing the
acquisition, a failure in our information technology infrastructure or
applications, foreign currency fluctuations, changes in working capital
requirements, and the availability and
2
related
cost of financing from banks and capital markets. Actual future results and trends may differ
materially from historical results or those projected in any such
forward-looking statements depending on a variety of factors which are detailed
in the Company's regular SEC filings including the most recently filed Form 10-K
for the year ended December 31, 2008.
About
Bemis Company, Inc.
Bemis Company is a major supplier of flexible
packaging and pressure sensitive materials used by leading food, consumer
products, healthcare, and other companies worldwide. Founded in 1858, the Company is included in
the S&P 500 index of stocks and reported 2009 net sales of $3.5
billion. The Company's flexible
packaging business has a strong technical base in polymer chemistry, film
extrusion, coating and laminating, printing, and converting. Headquartered in Neenah, Wisconsin, Bemis
employs over 20,000 individuals in 84 manufacturing facilities in 13 countries
around the world. More information about
the Company is available at our website, www.bemis.com.
###
3

text:
BEMIS
COMPANY, INC.

text: Bemis Company, Inc.

text: Alcan Packaging Food

text: Henry Theisen

text:
Bemis
Company, Inc.

text: Alcan Packaging Food

text: Bemis Company, Inc.


dataset: buster

text:
EX-99.1
3
v334231_ex99-1.htm
EXHIBIT 99.1
GBS Announces Sale of Data Center Subsidiary
To Focus on Core Modernization and Mobility
Offerings
February 7, 2013 -
Woodstock,
GA
-
GBS Enterprises Inc. (
GBSX
), a global
software and services company specializing in application modernization and mobility, announced the sale of its Data Center
subsidiary, IDC Global Networks.
GBS specializes in enabling organizations with IBM Notes and
Domino investments to modernize and mobile enable Notes applications to increase returns; optimize & consolidate infrastructure
to reduce management costs; analyze environments to minimize project risk & cost; and simplify application development &
delivery.
Due to the increasing demand for its Modernization, Mobility
and Optimization offerings, GBS made a strategic decision to focus on its core offerings in the IBM Notes and Domino market and
divest non-core businesses. GBS originally acquired IDC Global Networks in July 2011, and integrated it as a Data Center subsidiary
to add Infrastructure and Hosting capabilities to its GROUP Live cloud offering in North America. With most GROUP Live customers
currently based in Europe, it made sense for GBS to exit the Data Center business in North America as a first step towards its
strategic goals. The sale involves only IDC Global Networks, while GBS continues to own and develop its GROUP Live cloud automation
platform.
"The sale of IDC helps us focus resources on our core
offerings", says Gary MacDonald, CEO, GBS. "Over the past few months this focus and alignment of our expertise
has helped us take advantage of the significant demand for our core offerings from customers invested in IBM's collaboration
technologies. This has resulted in growth in both the number and size of customer opportunities and helps us plan for accelerated
growth in 2013 and beyond".
About GBS (GROUP Business Software)
GBS Enterprises Inc. (GBSX) is the world's leading provider
of expertise and solutions for the IBM Notes and Domino platform. GBS enables organizations with investments in Notes and Domino
infrastructure to effectively respond to the rapidly evolving needs of their business users, while lowering costs and increasing
returns on these investments. GBS helps customers understand and evaluate their cur-rent infrastructure and application environments,
formulate strategic technology and operational goals, and implement solutions that meet current and future business needs.
GBS has over 5,000 customers with over 4 million users of its
products and services. GBS resources are available at over 15 offices across North America, Europe and Asia. For more
information, please visit
www.gbs.com
.
Caution Concerning Forward-Looking Statements
This release contains statements that may constitute "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. These statements regard the intent, belief, and expectations
of the Company. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance,
they involve risks and uncertainties, and their results may differ materially.
Media Contact:
Michael Baum, Corporate Communications
michael.baum@us.gbs.com

label: organization

text: GBS

text: GBS Enterprises Inc.

text: IDC Global Networks

text: GBS

text: GBS

text: GBS

text: IDC Global Networks

text: GBS

text: IDC Global Networks

text: GBS

text: IDC

text: GBS

text: GBS

text: GBS Enterprises Inc.

text: GBS

text: GBS

text: GBS

text: GBS

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
exhibit9912.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
Contact: Leah Stearns
Senior Vice President, Treasurer and Investor Relations
Telephone: (617) 375-7500
AMERICAN TOWER CORPORATION CLOSES VIOM ACQUISITION
BOSTON, MASSACHUSETTS - April 21, 2016 - American Tower Corporation (NYSE: AMT) announced today that it has closed its previously announced acquisition of a 51% controlling ownership interest in Viom Networks Limited (Viom), an owner and operator of over 42,000 communications sites in India.
Total consideration for the acquisition consisted of a cash payment of approximately 76 billion Indian Rupees (INR) as well as the assumption of approximately INR 51 billion in existing INR-denominated debt. American Tower used borrowings under one of its existing revolving credit facilities, as well as cash on hand, to satisfy the cash portion of the purchase price.
About American Tower
American Tower, one of the largest global REITs, is a leading independent owner, operator and developer of multitenant communications real estate with a portfolio of over 142,000 communications sites. For more information about American Tower, please visit www.americantower.com.
###

text: AMERICAN TOWER CORPORATION

text: VIOM

text: American Tower Corporation

text: Viom Networks Limited

text: Viom


text:
EX-99.4
6
v059745_ex99-4.htm
Exhibit
99.4
Key
Gold Acquires Interests in Uranium Properties in Argentina And Raises Private
Equity
Boulder
-
(PRIMEZONE) - December 6, 2006 - Key Gold Corporation (OTCBB: KYGC) is pleased
to announce that it has acquired from Somuncurah SRL, an Argentine entity,
a
four-year option to purchase certain uranium properties located in the province
of La Rioja, Argentina, for an aggregate purchase price of approximately $3.6
million. The properties consist of seven groups of uranium exploration
properties covering an aggregate area of 29,950 hectares. The properties are
located in proximity with other exploration properties currently being explored
by other companies or in proximity with properties previously claimed by the
Argentine National Commission of Atomic Energy (C.N.E.A.).
Key
Gold
is also pleased to announce that it has raised approximately $1,000,000 (subject
to a 20% green shoe to cover over-allotments) in a private placement of equity
securities. The company plans to use the funds generated by the sale of the
25
million units (or up to 30 million, upon the exercise of the green shoe)
primarily in connection with its new uranium project in Argentina and for
general corporate purposes.
"We
are
excited to commence a new phase in our corporate life", announced Key Gold's
CEO, John Anderson. He continued, "The prior operators on these properties
performed considerable exploration work and they are located where a sizeable
radiometric anomalies have been detected or in proximity with various other
related claims or mining activity." Anderson concluded, "Our private placement
will provide us with the seed capital to begin the necessary activities for
our
new project".
Key
Gold
also announces that, prior to the end of this year, it intends to change its
name to "Strategic Resources, Ltd." It also intends to obtain a new CUSIP
number, a new trading symbol, and to reverse split its common stock on a 1-for-2
basis.
This
press release shall not constitute an offer to sell or the solicitation of
an
offer to buy the common stock, warrants, or common stock to be issued upon
exercise of the warrants. Any opportunity to participate in the private
placement was available to a very limited group of non-U.S. Persons. This press
release is being issued pursuant to and in accordance with Rule 135c under
the
Securities Act.
About
Key Gold:
Key
Gold
Corporation is in the business of exploring, acquiring, and developing advanced
precious metals and base metals properties. The Company's shares are quoted on
the OTC Bulletin Board under the symbol "KYGC".
Statements
herein express management's beliefs and expectations regarding future
performance and are forward-looking and involve risks and uncertainties,
including, but not limited to, the satisfactory completion of various surveys,
the availability of sufficient operating capital to effectuate its business
plans; fluctuations in the price of precious and non-precious metals; stock
price fluctuations; and other risks. These risks are and will be detailed,
from
time to time, in Key Gold's Securities and Exchange Commission filings,
including its Forms 10-KSB, 10-QSB, and 8-K. Actual results may differ
materially from management's expectations.
For
further information please visit our web site at www.keygoldcorp.com
Or
Contact:
John
Anderson 604-628-5000

text:
Key
Gold

text: Key Gold Corporation

text: Somuncurah SRL

text:
Key
Gold

text: Key Gold

text:
Key
Gold

text: Key Gold

text:
Key
Gold
Corporation

text: Key Gold


text:
EX-99.1
2
a12-16x14bigfishpressrelea.htm
EXHIBIT
12-16-14 Big Fish Press Release
FOR IMMEDIATE RELEASE
CDI Contact: Big Fish Contact:
Courtney Yopp Norris Susan Lusty
(502) 636-4564 (office) (206) 269-3672
(502) 432-2796 (mobile) Susan.Lusty@bigfishgames.com
Courtney.Norris@kyderby.com
Churchill Downs Incorporated completes acquisition of Big Fish Games, Inc.
LOUISVILLE, Ky. (Dec. 16, 2014) - Churchill Downs Incorporated (NASDAQ: CHDN) (CDI) announced that it has completed the previously announced acquisition of Big Fish Games, Inc. (Big Fish), one of the world's largest producers and distributors of mobile and online games. The transaction includes an upfront purchase price of $485 million comprised of approximately $16 million in CDI stock, up-front cash of $384 million and $85 million in cash to be paid over three years. The purchase price remains subject to working capital and other customary post-closing adjustments. An additional earn-out payment of up to $350 million may be paid in cash based on achieving EBITDA growth in 2015.
Goldman Sachs acted as financial advisor and Sidley Austin LLP acted as legal advisor to CDI. JPMorgan acted as lead on the financing of this transaction. Qatalyst Partners LP acted as financial advisor and Perkins Coie LLP acted as legal advisor to Big Fish on this transaction.
Information set forth in this news release contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor" provisions for forward-looking statements. All forward-looking statements are made pursuant to the Act.
The reader is cautioned that such forward-looking statements are based on information available at the time and/or management's good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "might", "plan", "predict", "project", "should", "will", and similar words, although some forward-looking statements are expressed differently.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include: the effect of global economic conditions, including any disruptions in the credit markets; a decrease in consumers' discretionary income; the effect (including possible increases in the cost of doing business) resulting from future war and terrorist activities or political uncertainties; the overall economic environment; the impact of increasing insurance costs; the impact of interest rate fluctuations; the financial performance of our racing operations; the impact of gaming competition (including lotteries, online gaming and riverboat, cruise ship and land-based casinos) and other sports and entertainment options in the markets in which we operate; our ability to maintain racing and gaming licenses to conduct our businesses; the impact of live racing day competition with other Kentucky, Illinois, Louisiana and Ohio racetracks within those respective markets; the impact of higher purses and other incentives in states that compete with our racetracks; costs associated with our efforts in support of alternative gaming initiatives; costs associated with customer relationship
management initiatives; a substantial change in law or regulations affecting pari-mutuel or gaming activities; a substantial change in allocation of live racing days; changes in Kentucky, Illinois, Louisiana and Ohio law or regulations that impact revenues or costs of racing operations in those states; the presence of wagering and gaming operations at other states' racetracks and casinos near our operations; our continued ability to effectively compete for the country's horses and trainers necessary to achieve full field horse races; our continued ability to grow our share of the interstate simulcast market and obtain the consents of horsemen's groups to interstate simulcasting; our ability to enter into agreements with other industry constituents for the purchase and sale of racing content for wagering purposes; our ability to execute our acquisition strategy and to complete or successfully operate acquisitions and planned expansion projects including the effect of required payments in the event we are unable to complete acquisitions; our ability to successfully complete any divestiture transaction; market reaction to our expansion projects; the inability of our totalisator company, United Tote, to maintain its processes accurately, keep its technology current or maintain its significant customers; our accountability for environmental contamination; the inability of our online business to prevent security breaches within its online technologies; the loss of key personnel; the impact of natural and other disasters on our operations and our ability to obtain insurance recoveries in respect of such losses (including losses related to business interruption); our ability to integrate any businesses we acquire into our existing operations, including our ability to maintain revenues at historic or anticipated levels and achieve anticipated cost savings; the impact of wagering laws, including changes in laws or enforcement of those laws by regulatory agencies; the outcome of pending or threatened litigation; changes in our relationships with horsemen's groups and their memberships; our ability to reach agreement with horsemen's groups on future purse and other agreements (including, without limitation, agreements on sharing of revenues from gaming and advance deposit wagering); the effect of claims of third parties to intellectual property rights; and the volatility of our stock price.

text: Churchill Downs Incorporated

text: Big Fish Games, Inc.

text: Churchill Downs Incorporated

text: Big Fish Games, Inc.

text: Goldman Sachs

text: Sidley Austin LLP

text: JPMorgan

text: Qatalyst Partners LP

override: organization

text: Perkins Coie LLP


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
E*TRADE FINANCIAL Media Contact
Pam Erickson
E*TRADE FINANCIAL Corporation
617-296-6080
pam.erickson@etrade.com
E*TRADE FINANCIAL Investor
Relations Contact
Adam Townsend
E*TRADE FINANCIAL Corporation
703-236-8719
adam.townsend@etrade.com
E*TRADE FINANCIAL CLOSES ACQUISITION OF HARRIS
direct
New York, October 6, 2005
- E*TRADE FINANCIAL Corporation
(NYSE: ET) today announced it has completed the acquisition of the US-based online brokerage operations of Harris
direct
from BMO Financial Group (TSX, NYSE: BMO).
"The close of the Harrisdirect acquisition marks a milestone in the evolution of E*TRADE FINANCIAL", said Mitchell H. Caplan,
Chief Executive Officer. "Harrisdirect customers are highly valuable, holding a high industry average asset balance. Our goal is to leverage each customer relationship across our integrated platform of investing, cash, and credit to further
strengthen our franchise and accelerate our growth goals".
About
E*TRADE FINANCIAL
The E*TRADE FINANCIAL family of companies provide
financial services including trading, investing, banking and lending for retail and institutional customers. Securities products and services are offered by E*TRADE Securities LLC (Member NASD/SIPC). Bank and lending products and services are
offered by E*TRADE Bank, a Federal savings bank, Member FDIC, or its subsidiaries.
About BMO Financial Group
Established in 1817 as Bank
of Montreal, BMO Financial Group is a highly diversified North American financial services organization. With total assets of $294 billion as at January 31, 2005, and more than 33,000 employees, BMO provides a broad range of retail banking,
wealth management and investment banking products and solutions. BMO Financial Group serves clients across Canada through its Canadian retail arm BMO Bank of Montreal and through BMO Nesbitt Burns, one of Canada's leading full-service
investment firms. In the United States, BMO serves clients through Chicago-based Harris, an integrated financial services organization that provides more than 1.5 million personal, business, corporate and institutional clients with banking,
lending, investing, financial planning, trust administration, portfolio management, family office and wealth transfer services.
# # #
Important Notices
E*TRADE FINANCIAL and the E*TRADE FINANCIAL logo are registered trademarks or trademarks of E*TRADE FINANCIAL Corporation. The statements contained in this news release
that are forward-looking are based on current expectations that are subject to a number of uncertainties and risks, and actual results may differ materially. The uncertainties and risks include, but are not limited to, changes in market activity,
anticipated increases in the rate of new customer acquisition, the conversion of new visitors to the site to customers, the activity of customers and assets held at the institution, seasonality, the development and enhancement of products and
services, competitive pressures (including price competition), system failures, economic and political conditions, changes in consumer behavior and the introduction of competing products having technological and/or other advantages. Further
information about these risks and uncertainties can be found in the information included in the annual reports previously filed by E*TRADE Group, Inc. or E*TRADE FINANCIAL Corporation with the SEC on Form 10-K (including information under the
caption "Risk Factors") and quarterly reports on Form 10-Q.
© 2005 E*TRADE FINANCIAL Corporation

text: E*TRADE FINANCIAL

text: E*TRADE FINANCIAL Corporation

text: E*TRADE FINANCIAL

text: E*TRADE FINANCIAL Corporation

text: E*TRADE FINANCIAL

text:
HARRIS
direct

text: E*TRADE FINANCIAL Corporation

text:
Harris
direct

text: BMO Financial Group

text: Harrisdirect

text: E*TRADE FINANCIAL

label: person

text: Mitchell H. Caplan

text: Harrisdirect

text: E*TRADE FINANCIAL

text: E*TRADE FINANCIAL

text: BMO Financial Group

text: BMO Financial Group

text: BMO Financial Group

text: E*TRADE FINANCIAL

text: E*TRADE FINANCIAL

text: E*TRADE FINANCIAL Corporation

text: E*TRADE FINANCIAL Corporation

text: E*TRADE FINANCIAL Corporation


text:
EX-99.2
3
pressrelease992.htm
PRESS RELEASE
bp -- x1-53653 -- Care Concepts I, Inc. -- 8-K/A
Exhibit 99.2
Care Concepts I, Inc. Completes iBill Acquisition
Tuesday August 31, 1:14 pm ET
POMPANO BEACH, Fla. & NEW YORK--(BUSINESS WIRE)--Aug. 31, 2004--Care Concepts I, Inc. (AMEX:
IBD
-
News
), a media and marketing holding company, announced today it has completed the previously announced acquisition of 100% of Media Billing, LLC and Internet Billing Company® (collectively "iBill") from Penthouse International (PHSL).
iBill provides online payment technologies enabling the purchase and sale of content and other downloadable services over the Internet. iBill was established in 1996 and has generated positive operating income since inception. More than 27.0 million online consumers have used iBill to make purchases online. In 2003, iBill averaged 1.2 million transactions per month and completed approximately $330.0 million in online purchases representing unaudited fee income of approximately $45.1 million.
"Similar to the combination of PayPal and eBay (Nasdaq:
EBAY
-
News
), the acquisition of iBill provides our auction operations with an exciting strategic solution to vertically integrate online payment services into our iBidusa.com auction environment", said Gary Spaniak, Jr., Care Concept's President. "This transaction is an important milestone for Care Concepts shareholders, dramatically increasing our revenues and growth opportunities".
Our infrastructure will be expanded to include iBill's 50,000 square foot headquarters and data center in Deerfield Beach, Florida where it employs approximately 200 people. Care Concepts intends to consolidate its Pompano Beach Florida radio and online auction operations into the iBill facility.
Pursuant to an amendment to the Agreement, Care Concepts has the option to rescind the transaction if iBill's audited financials statements, as compared to the unaudited financial statements delivered in connection with the transaction, show any material misrepresentation or if certain American Stock Exchange approvals are not obtained.
About Internet Billing Company
Internet Billing Company (iBill) sells access to online services and other downloadable products (music, games, videos, personals, etc.) to consumers through proprietary web-based payment applications. The iBill online payments systems manage transaction authorization on the global financial networks such as Visa® and MasterCard® and simultaneously provide password management controls for the life of the subscribing consumer. On-demand CRM (Customer Relationship Management) applications are provided to registered independent merchants, typically small and medium sized businesses seeking a cost effective technology platform to outsource non-core banking and finance functions. Since 1996, iBill has established a trusted brand with consumers and online businesses with 27 million customers in 38 countries.
For more information about iBill, visit
http://www.iBill.com
.
About Care Concepts I, Inc.
Care Concepts I, Inc., (AMEX:
IBD
-
News
) is a media and marketing holding company with assets including: Foster Sports, Inc., a sports-oriented, multi-media company that produces sports radio talk shows; and iBidUSA.com, a popular website which showcases products and services in an auction format starting with an opening bid of about 30% of the retail value. Care Concepts I, Inc., actively and regularly pursues additional acquisition opportunities to enhance its portfolio holdings.
Forward-Looking Statements:
Statements about the Company's future expectations, including future revenues and earnings and all other statements in this press release, other than historical facts are "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as the term is defined in the Private Litigation Reform Act of 1995. The Company's actual results could differ materially from expected results. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. Should events occur which materially affect any comment made within this press release, the Company will appropriately inform the public.
Contact:
For Care Concepts I, Inc., Pompano Beach
Wolfe Axelrod Weinberger Assoc. LLC
Stephen D. Axelrod/Andria Arena, 212/370-4500
steve@wolfeaxelrod.com
or
For Penthouse International
Creaxion(R)
Mark Pettit, 404/495-4425 or 404/386-4364 (mobile)
mark@creaxion.com
or
Investor Relations Contact:
Investor Relations Services, Inc., New Smyrna Beach, Fla.
Thomas Biggs, 386/409-0200

text: Care Concepts I, Inc.

text: Care Concepts I, Inc.

text: iBill

text: Care Concepts I, Inc.

text: Media Billing, LLC

text: iBill

text: Penthouse International

text: iBill

text: iBill

text: iBill

text: iBill

text: iBill

text: iBill

text: iBill

text: iBill

text: iBill

text: iBill

text: iBill

text: iBill

text: Care Concepts I, Inc.

text: Care Concepts I, Inc.

text: Care Concepts I, Inc.

text: Care Concepts I, Inc.

text: Penthouse International


text:
EX-99.1
4
a16-20037_1ex99d1.htm
EX-99.1
Exhibit 99.1
For Immediate Release
Investor Relations: Michael Barkin, (303) 404-1800, mbarkin@vailresorts.com
Media Relations: Kelly Ladyga, (303) 404-1862, kladyga@vailresorts.com
Vail Resorts and Whistler Blackcomb Complete Strategic Combination
BROOMFIELD, Colo. and WHISTLER, British Columbia, Oct. 17, 2016-Vail Resorts, Inc. (NYSE: MTN) ("Vail Resorts") and Whistler Blackcomb Holdings Inc. ("Whistler Blackcomb") today announced the completion of a strategic combination joining Whistler Blackcomb with Vail Resorts by way of plan of arrangement ("the Arrangement"). Under the terms of the transaction, Vail Resorts acquired 100 percent of the stock of Whistler Blackcomb, whose shareholders received C$17.50 in cash and 0.097294 shares of Vail Resorts common stock (or for some holders, securities convertible into common stock) for each Whistler Blackcomb share held. Whistler Blackcomb is now wholly owned by Vail Resorts.
In connection with the completion of the Arrangement, Vail Resorts is also pleased to announce that Michele Romanow, a former member of the Whistler Blackcomb board of directors, has been appointed to the board of directors of Vail Resorts.
Rob Katz, chairman and chief executive officer of Vail Resorts said, "Our mission at Vail Resorts is to deliver an Experience of a Lifetime to our guests and our employees, and this transaction is a significant milestone in making that experience even more special. Whistler Blackcomb is one of the most iconic mountain resorts in the world and we are tremendously excited to welcome the resort and the talented team who work there to the Vail Resorts family. Dave Brownlie and the team at Whistler Blackcomb have built an excellent operation that delivers amazing guest experiences, and we intend to continue to support that work while maintaining the resort's unique brand and Canadian identity. We look forward to working with the Whistler Blackcomb team to ensure the long-term success of the resort and the community".
With the completion of the acquisition, the common shares of Whistler Blackcomb will be de-listed from the Toronto Stock Exchange ("TSX") at the close of trading on Oct. 17, 2016.
Eligible Whistler Blackcomb shareholders who, prior to the election deadline on Oct. 12, 2016, made valid elections to do so, will receive the share portion of the consideration in the form of shares ("Exchangeable Shares") in 1068877 B.C. Ltd. ("Exchangeco"), a Canadian subsidiary of Vail Resorts. Each whole Exchangeable Share is exchangeable into one Vail Resorts common share. Conditional approval for the listing of the Exchangeable Shares on the TSX has been obtained, however, listing remains conditional upon fulfillment of all the requirements of listing, including the distribution of the Exchangeable Shares to a minimum number of public shareholders
.
Vail Resorts intends to provide notice by means of a news release of whether such requirements have been fulfilled and whether the Exchangeable Shares will be listed on the TSX.
It is expected that Whistler Blackcomb and Exchangeco will amalgamate to form a new company ("Amalco") after the close of trading on October 17, 2016 and that Amalco will thereafter change its name to Whistler Blackcomb Holdings Inc.
Information for Whistler Blackcomb Shareholders
Registered holders of Whistler Blackcomb shares are reminded that they must properly complete, sign and return the Letter of Transmittal, along with their share certificate(s), to Computershare Trust Company of Canada, as depositary, in order to receive the cash and share consideration
they are entitled to under the Arrangement. Holders of Whistler Blackcomb common shares who hold their shares through a broker, investment dealer or other intermediary should carefully follow the instructions provided by such broker, investment dealer or other intermediary.
About Vail Resorts, Inc. (NYSE: MTN)
Vail Resorts, Inc., through its subsidiaries, is the leading global mountain resort operator. Vail Resorts' subsidiaries operate ten world-class mountain resorts and three urban ski areas, including Vail, Beaver Creek, Breckenridge and Keystone in Colorado; Park City in Utah; Heavenly, Northstar and Kirkwood in the Lake Tahoe area of California and Nevada; Whistler Blackcomb in British Columbia, Canada; Perisher in Australia; Wilmot Mountain in Wisconsin; Afton Alps in Minnesota and Mt. Brighton in Michigan. Vail Resorts owns and/or manages a collection of casually elegant hotels under the RockResorts brand, as well as the Grand Teton Lodge Company in Jackson Hole, Wyo. Vail Resorts Development Company is the real estate planning and development subsidiary of Vail Resorts, Inc. Vail Resorts is a publicly held company traded on the New York Stock Exchange (NYSE: MTN). The Vail Resorts company website is www.vailresorts.com and consumer website is www.snow.com.
Forward-Looking Statements
Certain statements in this press release may be forward-looking statements, including statements regarding our expectations regarding the amalgamation of Whistler Blackcomb and Exchangeco, the change of name of Exchangeco, the timing of delisting of the Whistler Blackcomb common shares, Vail Resort's intentions regarding operations and the anticipated benefits of the Arrangement. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include but are not limited to Vail Reports' ability to realize anticipated benefits of the Arrangement and ability and timing to satisfy the conditions for listing of the Exchangeable Shares and delisting of the Whistler Blackcomb common shares. Additional information on these and other factors are included in reports filed by Vail Resorts with the Securities and Exchange Commission including Vail Resorts' Annual Report on Form 10-K for the fiscal year ended July 31, 2016.
All forward-looking statements attributable to us or any persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements in this press release are made as of the date hereof and we do not undertake any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by law.
###

text: Vail Resorts

text: Whistler Blackcomb

text: Vail Resorts

text: Vail Resorts

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Vail Resorts

text: Vail Resorts

text: Whistler Blackcomb

text: Vail Resorts

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Vail Resorts

text: Vail Resorts

text: Whistler Blackcomb

text: Vail Resorts

text: Rob Katz

text: Vail Resorts

text: Vail Resorts

text: Whistler Blackcomb

text: Vail Resorts

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Vail Resorts

text: Vail Resorts

text: Vail Resorts

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Vail Resorts

text: Vail Resorts

text: Vail Resorts

text: Whistler Blackcomb

text: Vail Resorts

text: Vail Resorts

text: Vail Resorts

text: Vail Resorts

text: Vail Resorts

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Whistler Blackcomb

text: Vail Resorts

text: Vail Resorts


text:
EX-99.1
2
ex99p1.txt
EXHIBIT 99.1
CONTACT: Ralph J. Vaclavik
President Casinos, Inc.
St. Louis, Missouri 63102
314-622-3018
FOR IMMEDIATE RELEASE
PRESIDENT CASINOS, INC.
COMPLETES SALE OF BILOXI ASSETS
ST. LOUIS, MISSOURI, April 15, 2005 -- President Casinos, Inc.
(OTC:PREZQ.OB) announced that today it completed a Sale and Purchase
Agreement (the "Purchase Agreement") in connection with the sale and
purchase of the owned and leased real property and businesses commonly known
as the President Casino Broadwater Resort in Biloxi, Mississippi. The
agreement with Broadwater Development, LLP (the "Purchaser") is for a
purchase price of approximately $82.0 million, subject to certain
post-closing adjustments. Approximately $6.8 million of the purchase price
was paid by Silver Slipper Casino Venture LLC, which acquired the right to
purchase the gaming casino assets under a separate transaction with the
Purchaser. President Casinos, Inc. intends to use the proceeds to pay down
debt as part of its restructuring plan.
President Casinos, Inc. owns and operates a dockside gaming facility in
downtown St. Louis, Missouri, north of the Gateway Arch.
This press release may be deemed to contain forward-looking statements,
which are subject to change. These forward-looking statements may be
significantly impacted, either positively or negatively by various factors,
including without limitation, licensing, and other regulatory approvals,
lender cooperation, development and construction activities, costs and
delays, weather, permits, competition and business conditions in the gaming
industry. The forward-looking statements are subject to numerous risks and
uncertainties that could cause actual results to differ materially from
those expressed in or implied by the statements herein. Additional
information concerning potential factors that could affect the Company's
financial condition, results of operations and expansion projects is
included in the filings of the Company's Annual Report on Form 10-K for the
fiscal year ended February 29, 2004 and the Company's subsequent Report on
Form 10-Q for the quarters ended May 31, 2004, August 31, 2004, and November
30, 2004, all of which risks are incorporated by reference into this press
release.
# # #
10

text: Ralph J. Vaclavik

text: President Casinos, Inc.

text: PRESIDENT CASINOS, INC.

text: President Casinos, Inc.

text: President Casino Broadwater Resort

text: Broadwater Development, LLP

text: Silver Slipper Casino Venture LLC

text: President Casinos, Inc.

text: President Casinos, Inc.


text:
EX-99.4
9
ss60531_ex9904.htm
Exhibit
99.4
GUARANTEE
THIS GUARANTEE (this "
Guarantee
") is dated
as of April 1, 2009 and by The Dow Chemical Company, a Delaware corporation (the
"
Guarantor
").
W I T N E S S E T H
:
WHEREAS, the Rohm and Haas Company (the
"
Company
")
executed and delivered an Indenture, dated as of September 10, 2007, (as the
same may be amended or supplemented from time to time, the "
Indenture
"), between
the Company and The Bank of New York Mellon (formerly known as The Bank of New
York), a national banking association, as trustee (the "
Trustee
"), providing
for the issuance of the Company's 5.60% Notes due 2013 (the "
Notes
");
WHEREAS, on the date hereof, pursuant
to the terms of an Agreement and Plan of Merger, dated as of July 10, 2008, the
Company has become a wholly owned subsidiary of the Guarantor;
WHEREAS, the Guarantor is undertaking
to execute and deliver this Guarantee to provide a guarantee by the Guarantor of
the obligations of the Company under the Notes on the terms set forth
herein;
NOW THEREFORE, for good and valuable
consideration, the Guarantor hereby covenants and agrees for the equal and
ratable benefit of the Holders as follows:
ARTICLE
1
Section
1.1.
Definitions
. For
all purposes of this Guarantee, except as otherwise expressly provided or unless
the context otherwise requires, all capitalized terms defined herein and in
either of the Indentures shall have the meanings assigned to them
herein. All capitalized terms not defined herein shall have the
meanings assigned to them in the Indenture.
ARTICLE
2
Section
2.1.
Unconditional
Guarantee
. The Guarantor hereby unconditionally and
irrevocably guarantees, as principal obligor and not only as a surety, to the
Persons in whose name a Note is registered in the Security Register for the
Notes (the "
Holders
") and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Company's obligations under the Notes, that
the due and punctual payment of the principal of, sinking fund payment, if any,
premium, if any, or interest on the Notes, when and as the same shall become due
and payable, whether at maturity, upon redemption or otherwise, shall be duly
and punctually paid when due according to the terms of the Indenture and the
Notes.
In case
of the failure of the Company punctually to pay any such principal, sinking fund
payment, if any, premium, if any, or interest, the Guarantor hereby agrees, upon
the receipt of written notice from the Trustee or the Holders of such failure,
to cause any such payment to be made within five (5) days of such notice.
The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first
1
against
the Company, protest or notice (except pursuant to the immediately preceding
paragraph) with respect to the Notes, and all demands whatsoever, and covenants
that the Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes and in the Guarantee.
The
Guarantor shall be subrogated to all rights of the Holders against the Company
in respect of any amounts paid by the Guarantor pursuant to the provisions of
this Guarantee;
provided,
however
, that the Guarantor shall not, without the consent of the Holders
of all of the Notes then outstanding, be entitled to enforce or to receive any
payments arising out of or based upon such right of subrogation until the
principal of and interest on all Notes shall have been paid in full or payment
thereof shall have been provided for in accordance with the
Indenture.
Notwithstanding
anything to the contrary contained herein, if following any payment of principal
or interest by the Company on the Notes to the Holders it is determined by a
final decision of a court of competent jurisdiction that such payment shall be
avoided by a trustee in bankruptcy (including any debtor-in-possession) as a
preference under 11 U.S.C. Section 547 and such payment is paid by any such
Holder to such trustee in bankruptcy, then and to the extent of such repayment,
the obligations of the Guarantor hereunder shall remain in full force and
effect.
The
Guarantor hereby certifies and warrants that all acts, conditions and things
required to be done and performed and to have happened prior to the creation and
issuance of this Guarantee and to constitute the same as the legal, valid and
binding obligation of the Guarantor enforceable in accordance with its terms,
have been done and performed and have happened in due and strict compliance with
applicable laws.
Section
2.2.
Substitution
of the Guarantor
. Another entity may be substituted for the
Guarantor if: (i) such entity (the "
Substitute
Guarantor
") is a corporation, company, partnership, or trust organized
and existing under the laws of the United States of America, any state thereof
or the District of Columbia, (ii) such Substitute Guarantor expressly assumes
all of the obligations of the Guarantor under this Guarantee by an instrument
substantially similar to this Guarantee; and (iii) immediately after giving
effect to such substitution, the Notes are rated Investment Grade by one or both
of the Rating Agencies. Upon any such substitution pursuant to this
Section 2.2, the Guarantor shall be immediately and automatically discharged and
released from all obligations under this Guarantee without any further
action.
Section
2.3.
Release of the
Guarantor
. The Guarantor will be automatically discharged and released
from all obligations under this Guarantee without any further action required if
(i) the Notes have been paid in full or are no longer Outstanding, (ii) the
Guarantor is dissolved or liquidated or (iii) if the corporation that is then
the "Company" (for purposes of this clause (iii) only, as such term is defined
under the Indenture) is no longer a corporation of which more than 50% of the
total ordinary voting power of shares of capital stock entitled to vote in the
election of directors is owned, directly or indirectly, by the
Guarantor.
ARTICLE
3
Section
3.1.
Governing
Law
. This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.
2
Section
3.2.
Third Party
Beneficiary
. This Guarantee shall be binding upon the Guarantor and
its successors and assigns and shall inure to the benefit of the Trustee and the
Holders as they exist from time to time. Other than the Trustee and
the Holders, no other Person shall have any rights under this Guarantee or be
deemed a third party beneficiary of this Guarantee.
Section
3.3.
Severability
. If
any provision in this Guarantee shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section
3.4.
Compliance with
Law
. This Guarantee may be amended without the consent of the
Trustee or the Holders to the extent necessary in order to comply with
applicable law.
3
IN WITNESS WHEREOF, the undersigned has
caused this Guarantee to be duly executed as of the date first above
written.
THE
DOW CHEMICAL COMPANY,
as
the Guarantor
By:
/s/ Fernando
Ruiz
Name:
Fernando Ruiz
Title:
Corporate Vice President and Treasurer

text: The Dow Chemical Company

text: Rohm and Haas Company

text: The Bank of New York Mellon

text:
THE
DOW CHEMICAL COMPANY


text:
EX-99
2
ex99timerking20100607.htm
EXHIBIT 99 - PRESS RELEASE
Information Architects completes acquisition of TimerKing and finishes first installation
Information Architects completes acquisition of TimerKing and finishes first installation
May 24 2010 FORT LAUDERDALE, FL, Information Architects (otcpk: IACH) today announced that through their wholly owned subsidiary, IAGreen, it has completed the acquisition of all principal assets of CVGV, Inc., a New York corporation whose principal asset is TimerKing, a proprietary device which works on commercial pizza ovens to significantly reduce gas consumption. The company will market and distribute TimerKing through a newly formed subsidiary, Pizza Timer King.
CVGC designed and marketed Timer King an Energy Star Rated, energy efficient commercial and pizza oven timers. TimerKing products significantly reduce the energy usage of commercial pizza ovens and thereby qualify for the National Grid Utility Energy Efficiency Rebate Program. Currently, customers are receiving rebates of $1,000.00 for installing TimerKing energy saving timers, and thereafter realize the savings from lower monthly energy costs.
The company will market and distribute TimerKing through a newly formed subsidiary, "Pizza Timer King". The company completed their first TimerKing installation on May 17, 2010. It has been proven the TimerKing device can generate a substantial saving per month on the energy cost of the pizza oven for this pizzeria owner.
The company is in the process of building a sales force to distribute TimerKing throughout the greater New York Metropolitan area with a national roll out soon to follow. Pizza Timer King will also begin to expand current and new products to restaurants, bakeries, and foundries.
Commenting on the completion of this latest accusation, William Craig, IACH acting CEO commented, "With the dual incentive of the low cost to install thanks to the National Grid Grant Program, and other similar grants, and the immediate potential energy savings to the business owners who use TimerKing we are anticipating a strong response to our sales efforts".
About IACH, Information Architects has re-identified itself as a distribution and marketing company through a number of distribution channels. IACH is focused in three major market segments:
1. Clean Tech through its wholly owned subsidiary IA Green,
2. Medical Devices,
3. Pet Products.
Over the last couple of months, IACH has identified several strategic acquisitions and senior management is dedicated to deploy its redefined business model. The company looks forward to updating its shareholders with these new and exciting opportunities in the upcoming weeks.
"Forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 may be included in this news release. These statements relate to future events or our future financial performance. These statements are only predictions and may differ materially from actual future results or events. Information Architects Corporation disclaims any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments or otherwise. There are important risk factors that could cause actual results to differ from those contained in forward-looking statements including, but not limited to risks associated with changes in general economic and business conditions (including in the information technology and financial information industry), actions of our competitors, the extent to which we are able to develop new services and markets for our services, the time and expense involved in such development activities, the level of demand and market acceptance of our services, changes in our business strategies, and the purchasing activity or lack thereof by registered web mall members.
Contact: Information Architects Investor Relations
Catalyst Advisors
954-925-4177
Info@catad.net
2

text: Information Architects

text: TimerKing

text: Information Architects

text: TimerKing

text: Information Architects

text: IAGreen

text: CVGV, Inc.

text: TimerKing

text: TimerKing

text: TimerKing

text: TimerKing

text: TimerKing

text: TimerKing

text: TimerKing

text: TimerKing

text: TimerKing

text: Information Architects

text: Information Architects

text: Information Architects


text:
EX-99.2
3
a05-17242_1ex99d2.htm
EX-99.2
Exhibit 99.2
Fischer Completes Hologic
Transaction
DENVER, Sept. 29, 2005 - Fischer Imaging Corporation (FIMG:PK) today
announced that it has completed the sale of substantially all of its
mammography intellectual property assets to Hologic, Inc. Fischer's stockholders approved the
transaction at a stockholders meeting held yesterday, with over 56.2% of the
shares being voted in favor of the transaction.
Under the terms of the agreement announced in June of 2005,
Hologic agreed to acquire Fischer's mammography intellectual property for a
cash purchase price of $32 million. At
that time Hologic extended a $5 million secured loan to Fischer that, with
accrued interest, was credited toward the $32 million purchase price. Net of the loan and accrued interest, Fischer
received $26.9 million at closing.
Net proceeds from the asset sale will be used to pay outstanding
obligations, including payment of approximately $9.2 million to ComVest
Investment Partners II LLC to satisfy Fischer's debt and the payment required
under the put option held by ComVest; to satisfy operational responsibilities
in respect of other obligations (including service and warranty obligations);
and to continue exploring strategic alternatives for Fischer's RE&S
business and its service business. Amounts, if any, remaining after these
payments and uses and after making adequate reserves for contingent liabilities
would be distributed to stockholders.
The agreement contains a license back to Fischer of mammography
intellectual property necessary to continue to service and support the
installed base of SenoScan and MammoTest systems with Fischer's existing
service organization, to maintain its contractual obligations for providing
MammoTest and SenoScan systems to OEM customers and to carry out certain
activities with respect to Fischer's RE&S business.
Gail Schoettler, Chair of Fischer's Board of Directors, stated: "While
challenges remain, we will continue to focus on providing a high level of
support for our installed base of MammoTest and SenoScan customers. We will also continue to satisfy the product
requirements of our RE&S customers as we evaluate strategic alternatives
for that business".
"We appreciate the shareholder support we received for this
transaction", said Schoettler. "We are
now able to pursue an orderly transition in our business that is in the best
interests of all our stakeholders".
Certain statements contained in this news release constitute "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements include statements regarding the use
of proceeds from the asset sale and possible distributions to stockholders,
Fischer's plans to for supporting the installed base of MammoTest and SenoScan
customers and its efforts with respect to
RE&S customers and evaluation of strategic alternatives for that
business. These statements involve a
number of known and unknown risks, uncertainties and other factors that may
cause actual results to differ materially from such forward-looking statements.
The forward-looking statements contained herein are also subject to risk and
uncertainties described in the Definitive Proxy Statement dated August 29,
2005 and in Fischer's Annual Report on Form 10-K for the year ended December 31,
2004. Readers are cautioned to avoid
placing undue reliance on such forward-looking statements, which speak only as
of the date the statements are made. It is recommended that the Definitive
Proxy Statement, Annual Report on Form 10-K and the Quarterly Report on Form 10-Q
for the quarter ended June 30, 2005 be read together with this news
release to better understand Fischer's business, results of operations and
financial condition.
Contact: Michael Klatman, Resonant Communications, 303-581-0509

text: Hologic

text: Fischer Imaging Corporation

text: Hologic, Inc.

text: Hologic

text: Hologic

text: Gail Schoettler


text:
EX-99.7
11
ex99-7.htm
EX-99.7
Exhibit 99.7
Asure Software Expands Footprint to the Northwest with Strategic Acquisition of Payroll Specialties NW, Inc.
Austin, Texas, January 3, 2017 - Asure Software, Inc. (NASDAQ: ASUR), a leading provider of Human Capital Management (HCM) and Digital Workplace software, has acquired Payroll Specialties NW, Inc. (PSNW). Based in Eugene, Oregon, PSNW is a top regional provider of Asure's HCM solution.
Asure will leverage PSNW's small business payroll solutions to grow market share in the small- and mid-sized business space, making Asure a leading choice for payroll services for businesses of any size.
"We are delighted to be adding PSNW as an extension of Asure Software", said the company's CEO, Pat Goepel. "We are also excited to have PSNW President Shawn Gregg to continue as a business development leader at Asure, helping to grow and acquire Service Bureau Organizations to sell our leading HCM solution. With this acquisition, we look to leverage PSNW's small business experience and solution nationally, which we believe will be accretive to our overall earnings".
Gregg added: "I am excited to be partnering with Asure Software. Asure's expertise combined with Payroll Specialties Human Capital Management experience provides PSNW clients and community a plethora of opportunities. I am looking forward to being a part of the Asure team, and with my experience and insight, I will continue to drive Asure's product vision".
PSNW clients will continue to receive the local expertise they have come to value and expect, but will now benefit from Asure's ability to provide the workforce and workplace management services and support of a larger organization. With Asure's suite of products, including HCM software, Time & Labor Management, and Agile Workplace solution, Asure is committed to helping clients optimize their people and their resources.
About Asure Software
Asure Software, Inc. (NASDAQ: ASUR) is headquartered in Austin, Texas with regional headquarters in London, England. Asure offers intuitive and innovative technologies that enable companies of all sizes and complexities to operate more efficiently. The company ensures a high-performing work environment by integrating its "keep it simple" solutions and expertise to more than 7,000 clients worldwide. Asure Software's suite of solutions range from HCM, workforce management solutions, time and attendance to workspace asset optimization and meeting room management solutions. For more information, please visit www.asuresoftware.com.
Asure Company Contact
Stacy Zellner
Telephone: 888-323-8835 x 3111
E-mail: szellner@asuresoftware.com
Asure Investor Contact
Matt Glover and Najim Mostamand
Liolios Group, Inc.
Telephone: 949-574-3860
E-mail: ASUR@liolios.com
###

text: Asure Software

text: Payroll Specialties NW, Inc.

text: Asure Software, Inc.

text: Payroll Specialties NW, Inc.

text: Asure Software

text: Asure Software

text: Asure Software

text: Asure Software, Inc.

text: Asure Software


text:
EX-99.1
2
kl09011_ex99-1.htm
PRESS RELEASE
kl09011_ex99-1.htm
Exhibit 99.1
CONTACT:
John C. Wobensmith
Chief Financial Officer
Genco Shipping & Trading Limited
(646) 443-8555
Genco Shipping & Trading Limited Takes Delivery of Supramax Vessel
Announces Plan to Sign Time Charter for Genco Brittany
NEW YORK, September 23, 2010 - Genco Shipping & Trading Limited (NYSE: GNK) today announced that it has taken delivery of the Genco Brittany, a 2010-built Supramax vessel. The Genco Brittany is the eleventh vessel to be delivered to the Company under Genco's agreement previously announced on June 25, 2010 to acquire 13 Supramax vessels from Setaf SAS, a wholly owned subsidiary of Bourbon SA.
The Company also announced that it has reached an agreement to enter into a time charter for the Genco Brittany with Oldendorff GMBH and Co. for 2.5 to 5.5 months at a rate of $21,000 per day, less a 5% third party brokerage commission. The time charter for the Genco Brittany is expected to commence on or about September 25, 2010 and is subject to the completion of definitive documentation.
The Company used its available cash to pay the remaining balance of approximately $32.13 million for the Genco Brittany. On August 20, 2010, the Company entered into its previously announced $253 million senior secured term loan facility and intends to use the credit facility to refund a total of $21.5 million associated with the purchase of this vessel to the Company.
About Genco Shipping & Trading Limited
Genco Shipping & Trading Limited transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Genco currently owns a fleet of 48 drybulk vessels, consisting of nine Capesize, eight Panamax, fifteen Supramax, six Handymax and ten Handysize vessels, with an aggregate carrying capacity of approximately 3,591,000 dwt. After the expected delivery of three remaining Handysize vessels and two remaining Supramax vessels that Genco has agreed to acquire and retain, Genco will own a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, seventeen Supramax, six Handymax, and thirteen Handysize vessels with a total carrying capacity of approximately 3,812,000 dwt. References to Genco's vessels and fleet in this press release exclude vessels owned by Baltic Trading Limited, a subsidiary of Genco.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on management's current expectations and observations, and include, without limitation, the expected delivery of the Genco Brittany to its charterer and the amounts expected to be received under the charter, Genco's intentions to refund a portion of the vessel's purchase price using the credit facility mentioned above, and expected deliveries of additional vessels. These forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. Such statements are subject to various risks, uncertainties and assumptions, including the fulfillment of the closing conditions under, or the execution of customary additional documentation for, Genco's agreements to acquire vessels; the completion of definitive documentation for charters; and funding of financing on acceptable terms. Should one or more of those risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed in any forward-looking statements. These risks, as well as others, are discussed in greater detail in Genco's filings with the SEC, including, without limitation, the "Risk Factors" section in each of the preliminary prospectus supplements and related prospectus relating to our offerings, our Annual Report on Form 10-K for the year ended December 31, 2009 and our subsequent filings with the SEC.
###

text: John C. Wobensmith

text: Genco Shipping & Trading Limited

text: Genco Shipping & Trading Limited

text: Genco Shipping & Trading Limited

text: Setaf SAS

text: Genco Shipping & Trading Limited

text: Genco Shipping & Trading Limited


text:
EX-99.1
3
v362493_ex99-1.htm
EXHIBIT 99.1
Pingtan Marine Enterprise Closes Sale
of Dredging Operating Subsidiary;
Provides Update on Fishing Business
and Guidance for 2013 and 2014
FUZHOU, China, December 4, 2013 -
Pingtan Marine Enterprise Ltd. (Nasdaq: PME), ("Pingtan", or the "Company")
an integrated marine services
company in the People's Republic of China (PRC), today announced the closing of the previously announced sale of its
100% owned dredging subsidiary, China Dredging Group ("CDGC") and its PRC operating subsidiaries, Fujian Xing
Gang Port Service Co., Ltd. business and operating assets to an affiliate of the Company's Chairman, CEO and majority
shareholder Mr. Xinrong Zhuo.
Terms and Background
of the Transaction
As part of its diligence in evaluating
the potential transaction, the Board received a fairness opinion from its independent financial advisor and investment banking
firm, Duff and Phelps, LLC, and appraisal reports from BMI for the respective operating rights and licenses to conduct fishing
services using the 20 new vessels.
The Company had previously
announced on October
28, 2013 that its Board, excluding Chairman and CEO Mr.
Xinrong
Zhuo, and the Company's
Senior Officer, Mr. Bin Lin, would evaluate any potential alternative proposals received during a 30 day period.
Under
the terms of the proposed transaction, the consideration to be received by the Company consists of
:
(i)
forgiveness of the Company's current $155.2 million 4% promissory note due on June 19, 2015; and
(ii)
the transfer to the Company of the 25-year exclusive operating rights for 20 new fishing vessels, with such rights appraised at
$216.1 million by
BMI Appraisals Limited ("BMI")
.
(iii)
forgiveness of current consolidated accounts due from Pingtan to CDGC in the amount of $172.1 million.
After receiving no alternative proposals,
on December 3, 2013, the Board, excluding Chairman and CEO Mr.
Xinrong
Zhuo, and the
Company's Senior Officer, Mr. Bin Lin, unanimously approved moving forward with the transaction and executed and closed the
Share Purchase Agreement.
Pingtan Marine Enterprise Ltd.
Page 2
December 4, 2013
Highlights of the Pingtan
Fishing Business
As
a result of the closing, Pingtan now owns or has exclusive operating rights to 126 fishing vessels and licenses. These vessels
have an average useful life of approximately 17 years, which includes the 20 newly-built and pre-owned fishing drifter vessels
as part of this transaction. These vessels are fully licensed to fish in Indonesian or Indian waters. 114 of these vessels are
operating in Arafura Sea in Indonesia, and the remaining 12 vessels are operating in the Bay of Bengal in India. The Company sells
approximately 30 different species of fish to over 300 distributors and retailers in the PRC.
The
Company expects to have all fishing vessels operating at full capacity by the end of April 2014.
The Company provided the following table to describe the current capacity of the Company.
Number
of Vessels
Type
Capacity
(in tonnage)
Average
Useful Life
Operating
Timeline
86
84
trawlers* and 2 drifters**
77,400
to 86,000
12.95
Full
Capacity
20
Trawlers
18,000
to 20,000
25
At
Full Capacity by Feb. 2014
20
Drifters
18,000
to 20,000
25
At
Full Capacity by April 2014
Total
126
Trawlers/Drifters
113,400
to 126,000
16.78
Q2
2014 Full Capacity
*
Trawling is a method of actively pulling or trawling a net along the sea.
**
Drifting is a fishing technique where nets, called drift nets, hang vertically in the water column without being anchored to the
bottom.
At current prices and operating at full
capacity, each vessel is expected to generate annual net income of approximately $800,000 to $1 million.
Based on the Company's current projections,
Pingtan expects to report net income of between $40 and $43 million (excluding the discontinued dredging business) for the year
ending December 31, 2013 and $80 and $85 million for the year ending December 31, 2014. This guidance is based on the current expected
timeline for each vessel to operate at full capacity, taking into account maintenance and dry-docking requirements for certain
vessels, strong continued demand, and current debt obligations.
Mr. Xinrong Zhou, stated, "We are
very excited about the possibility of achieving a growing share in a highly fragmented global fishing market. We feel that our
Company has the distribution network in place to properly execute on our plan of becoming a leading provider of quality fishing
products for China's growing consumer demand. With our current fleet, we will continue to build market share while also utilizing
economies of scale with our distributors and wholesalers to pick up incremental margin. As a result, we have provided 2014 net
income guidance of between $80 and $85 million. "
Pingtan Marine Enterprise Ltd.
Page 3
December 4, 2013
About Pingtan
Pingtan is a marine enterprises group,
engaging in ocean fishing through its wholly-owned subsidiaries, Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd.,
or Pingtan Fishing. Pingtan Fishing primarily engages in ocean fishing with many of its self-owned vessels operating within the
Indian Exclusive Economic Zone and the Arafura Sea of Indonesia. Pingtan Fishing is a growing fishing company and provider of high
quality seafood in the PRC.
Business Risks and Forward-Looking Statements
This press release may contain forward-looking
statements that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934.
Readers are cautioned that actual results could differ materially from those expressed in any forward-looking statements. In addition,
please refer to the risk factors contained in the Company's SEC filings available at www.sec.gov, including the Company's
most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statement and Registration Statement on
Form S-3. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date
on which they are made. Pingtan undertakes no obligation to update or revise any forward-looking statements for any reason.
CONTACT:
Roy Yu
Chief Financial Officer
Pingtan Marine Enterprise Ltd.
Tel: +86 591 87271753
ryu@ptmarine.net
INVESTOR RELATIONS:
The Equity Group Inc.
Adam Prior, Senior Vice President
(212) 836-9606
aprior@equityny.com
In China
Katherine Yao, Associate
86 10 6587 6435
kyao@equityny.com

text: Pingtan Marine Enterprise Ltd.

text: China Dredging Group

text:
Fujian Xing
Gang Port Service Co.

text: Xinrong Zhuo

text: Duff and Phelps, LLC

text:
Xinrong
Zhuo

text:
Xinrong
Zhuo

text: Pingtan Marine Enterprise Ltd.

text: Xinrong Zhou

text: Pingtan Marine Enterprise Ltd.

text: Roy Yu

text: Pingtan Marine Enterprise Ltd.


text:
EX-99.1
61
exhibit60.htm
EX-99.1
EX-99.1
For Immediate Release
Baron Energy Finalizes Merger with
West Texas Oil and Gas Companies
HOUSTON, February 26, 2010
- Baron Energy, Inc. (OTCBB:BROE) ("Baron" or the "Company"), an
independent oil and gas company, today announced the completion of its merger with Esconde
Resources, Inc. and Permian Legend Petroleum, Inc., two affiliated and privately held Texas
corporations ("Acquired Entities") effective as of February 22, 2010. The merger brings to Baron
production, reserves and revenue as well as an experienced management team.
Baron now owns production that is 99% oil, both operated and non-operated with working interest
ranging from 5% to 98% in oil and gas fields located in Baylor County, Texas and in Borden, Garza,
Jones, Runnels, Scurry and Taylor Counties, Texas, in the Permian Basin.
The Acquired Entities' management team joined Baron. Mr. Ronnie L. Steinocher, formerly president,
and manager of predecessor entities of the Acquired Entities, became the President and CEO of Baron
and Ms. Lisa Hamilton became the Executive Vice President and CFO. They have worked together for
the past 17 years and have combined more than 60 years of experience in the oil and gas industry.
Mr. Steinocher and Ms. Hamilton also serve as the only two members on the board of directors, and
Mr. Steinocher will be the Chairman.
Baron's growth strategy will center on making accretive property acquisitions in its core operating
area. The Company will target properties that have oil production with upside developmental
potential. In addition, the management team will look for ways to exploit Baron's extensive
acreage position in Starr County, TX by seeking working interest partners for this high potential
natural gas project.
The Company's headquarters has moved from Las Vegas, NV to Midland, TX, the center of the Permian
Basin of West Texas.
Management Comments
Mr. Ronnie L. Steinocher, President and CEO of Baron said, "The merger of our private companies
with Baron Energy, Inc., is a positive step for both Baron shareholders and the shareholders of the
Acquired Entities. It provides Baron with immediate production and revenue as well as significant
near-term growth through development drilling and acquisitions in our core area while other
shareholders become shareholders in a publicly traded company with tremendous growth potential.
Being a part of Baron significantly enhances our ability to raise funds and structure producing
property acquisitions. Our management team has extensive operating experience in the Permian Basin
of West Texas and a pipeline of potential acquisition opportunities within our core area of
operations. Now that the merger is completed, we will move forward with a number of these
acquisition opportunities and take the first steps towards reaching our production goals".
Effective as of the closing of the merger, Mr. Michael Maguire resigned as Baron's President, CEO,
CFO, Secretary and Treasurer. Furthermore, Mr. Maguire and Mr. Lou Schiliro resigned as members of
Baron's board of directors, effective as of February 28, 2010.
Immediately prior to the merger, the Company redeemed 8,600,000 shares of its common stock from its
founder, Albert Abah, reducing the number of its issued and outstanding shares to 40,000,000. In
connection with the merger, Baron issued 40,000,000 shares of its common stock to the former
shareholders of the Acquired Entities, increasing the current total number of issued and
outstanding shares of the Company to 80,000,000.
Additionally, the Company has authorized a one-for-two reverse split of its issued and outstanding,
as well as its authorized, common stock, effective March 4, 2010. As a result of the reverse stock
split, the number of outstanding shares of the Company's common stock will be reduced to 40,000,000
from 80,000,000, and the number of authorized but unissued shares of the Company's common stock
will be reduced to 75,000,000 from 150,000,000.
About Baron Energy
Baron Energy (OTCBB:BROE) is an independent oil and gas exploration and development company
headquartered in Midland, TX with producing assets in the prolific oil producing Permian Basin of
West Texas and a significant acreage position along the Texas Gulf Coast. Baron's strategy is to
grow production and reserves through acquisition of additional producing assets in the Permian
Basin, low-cost exploitation and development of those properties combined with higher risk
exploration drilling in prospects that have the potential for significant hydrocarbon discoveries.
For more information, please visit
www.baronenergy.com
Forward-Looking Statement
Certain statements in this press release that are not historical facts are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements may be identified by the use of words such as "anticipate, "believe", "expect,"
"future", "may", "will", "would", "should", "plan", "projected", "potential", "intend", and similar
expressions. Such forward-looking statements, involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of Baron Energy, Inc.
(the "Company") to be materially different from those expressed or implied by such forward-looking
statements. The Company's future operating results are dependent upon many factors, including risk
factors discussed in the Company's periodic filings with the Securities and Exchange Commission,
which are available for review at
www.sec.gov
, including the Company's Annual Report on
Form 10-K filed on October 29th, 2009. The Company undertakes no obligation to update any
forward-looking statement, whether as a result of new information, future events or otherwise.
existing acreage positions, and
Investor Contact:
Brad Holmes; Phone (713)304-6962, e-mail, b-holmes@att.net
#####

text: Baron Energy

text: West Texas Oil and Gas Companies

text: Baron Energy, Inc.

text:
Esconde
Resources, Inc.

text: Permian Legend Petroleum, Inc.

text: Ronnie L. Steinocher

text: Lisa Hamilton

text: Ronnie L. Steinocher

text: Baron Energy, Inc.

text: Michael Maguire

text: Lou Schiliro

text: Baron Energy

text: Baron Energy

text: Baron Energy, Inc.


text:
EX-99.1
3
ex99112-16x19.htm
EXHIBIT 99.1
Exhibit
BG Staffing Acquires L.J. Kushner & Associates, a Recognized Leader in Information and Cyber Security Recruitment
Broadens Professional Service Offerings
PLANO, Texas - (December 16, 2019) - BG Staffing, Inc. (NYSE: BGSF), a growing national provider of workforce solutions, announced that on December 13, 2019 the Company completed the acquisition of substantially all of the assets of L.J. Kushner & Associates, LLC, a leading executive search and professional recruitment firm dedicated exclusively to the Information Security industry and its professionals.
Since 1999, L.J. Kushner & Associates has provided services nationally to companies of all sizes (early stage to global industries with more than 100,000 employees) with diverse needs for every major component of the Information Security industry, including:
.
Corporate Information Security Functions
.
Information Security Consulting and Professional Services Firms
.
Information Security Software Vendors
.
Information Security Business Units of Global Technology Companies
.
Recruiting Redesigned
Information Security is a unique industry comprised of many different skills and specialties. Hiring generally arises from three different scenarios:
.
Evolution - the client is initiating a new program or offering
.
Re-Tooling - the client is looking to elevate an existing function by injecting new talent and new ideas into the organization, and/or
.
Replacement - the client has just had a key employee leave or they had to terminate someone, and they are looking for someone to fill the void
Beth A. Garvey, President and CEO of BGSF, said, "We welcome L.J. Kushner & Associates as a valued new addition to our Professional segment providing broadened workforce solutions. We have long recognized the growing importance and heightening need for cyber security-related-services across virtually all recruitment verticals. We feel this addition supports our vision for the future, providing a holistic solution to our client partners and strengthens our brand throughout the country.
"L.J. Kushner & Associates places talent with a broad range of services (C-Suite and below) either for Chief Information Security Officers (CISOs), technical leadership positions, the development of specific information security functions, and entire program upgrades. They have an outstanding reputation for delivering quality information security professionals to their clients, with a high degree of both accuracy and efficiency", concluded Garvey.
Lee J. Kushner, President of L.J. Kushner & Associates, said, "We are excited to become a part of the BGSF family of companies. As the demand for information and cyber security talent continues to increase, and the skill gap widens, the market demands a more comprehensive solution. With the opportunity to couple our 20+ years of information security industry recruitment experience and reputation with BGSF's vision, resources, and leadership, together we are well positioned for future success".
L.J. Kushner & Associates marks the 10th acquisition made by BGSF since 2009 to add resources and capabilities to enhance and expand BGSF's service offerings. As is BGSF's custom, the L.J. Kushner & Associates trade name will remain and operate as a separate brand under the BGSF umbrella (with operations in three segments: Real Estate, Professional and Light Industrial).
About L.J. Kushner & Associates
Since 1999, Freehold, New Jersey-based L.J. Kushner & Associates has been dedicated exclusively to serving the information security industry and its talented professionals. Servicing throughout the United States, the firm has built a reputation based upon its trusted professional relationships, specialized information security domain knowledge, commitment to service, and their ability to deliver on the most complex searches in an efficient manner. The firm's President, Lee J. Kushner has been a regular speaker at information security industry conferences, presenting on topics that include hiring and retention, career development, compensation techniques, and successful interview strategies.
-Continued-
About BGSF
Headquartered in Plano, Texas, BGSF provides workforce solutions to a variety of industries through its various divisions. BGSF has integrated several regional and national brands achieving scalable growth. The Company was ranked by Staffing Industry Analysts as the 64th largest U.S. staffing company in the 2019 update and the 45th largest IT staffing firm in 2018. The Company's disciplined acquisition philosophy, which builds value through both financial growth and the retention of unique and dedicated talent within BGSF's portfolio of companies, has resulted in a seasoned management team with strong tenure and the ability to offer exceptional service to our field talent and client partners while building value for investors. For more information on the Company and its services, please visit its website at www.bgstaffing.com.
Forward-Looking Statements
The forward-looking statements in this press release are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual results could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including those listed in Item 1A of the Company's Annual Report on Form 10-K and in the Company's other filings and reports with the Securities and Exchange Commission. All of the risks and uncertainties are beyond the ability of the Company to control, and in many cases, the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this press release, the words "believes", "plans", "expects", "will", "intends", "continue", "outlook", "progressing", and "anticipates" and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
Contact:
Terri MacInnis, VP of Investor Relations
Bibicoff + MacInnis, Inc.
818.379.8500 terri@bibimac.com

text: BG Staffing

text: L.J. Kushner & Associates

text: BG Staffing, Inc.

text: L.J. Kushner & Associates, LLC

text: L.J. Kushner & Associates

text: Beth A. Garvey

text: L.J. Kushner & Associates

text: L.J. Kushner & Associates

text: Lee J. Kushner

text: L.J. Kushner & Associates

text: L.J. Kushner & Associates

text: L.J. Kushner & Associates

text: L.J. Kushner & Associates

text: L.J. Kushner & Associates

text: Lee J. Kushner


text:
EX-99.1
10
exhibit991-wyndhampr.htm
EXHIBIT 99.1
Exhibit 99.1 - Wyndham PR
EXHIBIT 99.1
For Immediate Release: June 29, 2015
Jennifer Nahas
Vice President, Marketing
Griffin Capital Corporation
jnahas@griffincapital.com
Office Phone: 949-270-9332
Cell Phone: 949-433-6860
Griffin Capital Essential Asset REIT II Acquires $81.4 Million Corporate Headquarters Facility in Parsippany, New Jersey
Over $328 million in 2015 Acquisitions
El Segundo, Calif. (June 29, 2015) - Griffin Capital Corporation ("Griffin Capital") announced today, on behalf of Griffin Capital Essential Asset REIT II, Inc. (the "REIT"), the acquisition of the 203,506 square-foot, Wyndham Worldwide ("Tenant") corporate headquarters facility in Parsippany, New Jersey ("Property") from an affiliate of Mack-Cali Realty Corporation (NYSE: CLI). The Property is 100% leased to Wyndham Worldwide Operations with a guarantee from the parent company, Wyndham Worldwide Corporation, which has an investment grade credit rating of 'BBB-' from S&P and is one of the world's largest hospitality companies. The Tenant has a remaining lease term of over 14 years with annual base rental rate increases of 1.75% and no termination or contraction options. The Tenant has been an occupant at the Property since it was constructed as a build-to-suit in 2013. The Property is located in the Mack-Cali Business Campus adjacent to 22 Sylvan Way, which is the second half of the Tenant's headquarters campus purchased by another REIT sponsored by Griffin Capital, Griffin Capital Essential Asset REIT, Inc., in April 2014.
Combined, year-to-date acquisitions for the REIT total over $328 million in purchase price with a weighted average remaining lease term of over 10.5 years.
Commenting on the acquisition, Robert Corry, Griffin Capital's Managing Director of Acquisitions said, "Given the Tenant's 20+ year history in the Mack-Cali Business Campus, the recent construction of the Property and the Tenant's capital investment into the Property, we believe Wyndham will continue to find the Property attractive as its headquarters for the foreseeable future".
Michael Escalante, Griffin Capital's Chief Investment Officer added, "Given the investment grade credit quality of the tenant, long-dated lease with annual rental rate increases, and strategic location in the largest metropolitan area in the United States, this acquisition is an excellent addition to our REIT's institutional-quality portfolio".
About Griffin Capital Essential Asset REIT II and Griffin Capital Corporation
Griffin Capital Essential Asset REIT II, Inc. is a publicly registered non-traded REIT with a portfolio that currently includes 10 office properties totaling approximately 2.0 million rentable square feet and asset value of over $328 million. Led by senior executives each with more than two decades of real estate experience collectively encompassing over $20 billion of transaction value and more than 650 transactions, Griffin Capital and its affiliates have acquired or constructed approximately 40 million square feet of space since 1995. Griffin Capital and its affiliates manage, sponsor and/or co-sponsor a portfolio consisting of approximately 25.0 million square feet of space, located in 29 states, representing approximately $4.1 billion in asset value. Additional information about Griffin Capital is available at www.griffincapital.com.
This press release may contain certain 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. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may", "will", "expect", "intend", "anticipate", "estimate", "believe", "continue", or other similar words. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to: uncertainties relating to changes in general economic and real estate conditions; uncertainties relating to the implementation of our real estate investment strategy; uncertainties relating to financing availability and capital proceeds; uncertainties relating to the closing of property acquisitions; uncertainties related to the timing and availability of distributions; and other risk factors as outlined in GCEAR's Form 10-K. This is neither an offer nor a solicitation to purchase securities.

text: Jennifer Nahas

text: Griffin Capital Essential Asset REIT II

text: Mack-Cali Realty Corporation

text: Griffin Capital Essential Asset REIT II


text:
EX-99
2
a07-3139_1ex99.htm
EX-99
Exhibit
99
PRIMEDIA Completes Sale of
Hunting, Shooting and Fishing Titles
NEW YORK, NY (January 31,
2007) -
PRIMEDIA Inc. (NYSE: PRM) announced today
that it has completed the sale of its hunting, shooting, and fishing titles to
InterMedia Outdoor, Inc., an entity controlled by InterMedia Partners, L.P.
About
PRIMEDIA
PRIMEDIA is the leading targeted media
company in the United States. With 2005 revenue from continuing operations of
$822 million, its properties comprise over 100 brands that connect
buyers and sellers through print publications, Internet, events, merchandise,
and video programs in two market segments:
. Enthusiast
Media is the #1 special interest magazine publisher in the U.S. with more than
75 publications, 100 websites, 70 events, 2 TV programs,
400 branded products, and such well-known brands as Motor Trend,
Automobile, Automotive.com, Equine.com, Power & Motoryacht, Hot Rod,
Snowboarder, Stereophile, Surfer, and Wavewatch.com.
. Consumer Guides
is the #1 publisher and distributor of free consumer guides in the U.S. with
Apartment Guide, Auto Guide, and New Home Guide, distributing free consumer
publications through its proprietary distribution network, DistribuTech, in
more than 60,000 locations. The Group owns and operates leading websites
including ApartmentGuide.com, AutoGuide.com, NewHomeGuide.com, and RentClicks.
Contacts:
Eric M. Leeds (Investors): 212-745-1885
Joshua Hochberg (Media): 212-446-1892

text: PRIMEDIA Inc.

text: InterMedia Outdoor, Inc.

label: fund

text: InterMedia Partners, L.P.

override: fund


text:
EX-99.2
4
dp70286_ex9902.htm
EXHIBIT 99.2
Exhibit 99.2
November 11, 2016
To:
Holders of inContact, Inc.
2.50% Convertible Senior Notes due 2022
and
Wells Fargo Bank, National Association,
150 East 42nd Street, 40th floor
New York, New York 10017
Attn: Corporate Trust Services - Administrator for inContact, Inc.
Re:
Notice of Anticipated Merger Event
Reference is hereby made to the Indenture,
dated as of March 30, 2015 (the "
Indenture
"), between inContact, Inc., a Delaware corporation (the "
Company
"),
and Wells Fargo Bank, National Association, a national banking association, as trustee (the "
Trustee
") relating
to the Company's 2.50% Convertible Senior Notes due 2022 (CUSIP No. 45336E AB5). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Indenture. A copy of the Indenture was filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2015.
On May 17, 2016, the Company entered into
an Agreement and Plan of Merger (the "
Merger Agreement
") with NICE-Systems Ltd., a company organized under the
laws of the State of Israel ("
Parent
"), and Victory Merger Sub Inc., a wholly owned indirect subsidiary of Parent
("
Merger Sub
"), providing for the merger of Merger Sub with and into the Company (the "
Merger
"),
with the Company surviving the Merger as a wholly owned indirect subsidiary of Parent. Upon completion of the Merger, each share
of common stock, par value $0.0001 per share, of the Company ("
Common Stock
") issued and outstanding immediately
prior to the completion of the Merger, other than shares subject to forfeiture restrictions and other than shares held by a stockholder
who perfects appraisal rights in accordance with Delaware law, will automatically be cancelled and converted into the right to
receive $14.00 in cash, without interest.
In accordance with Section 10.08(b)(i) of
the Indenture, the Company hereby gives notice that completion of the Merger would constitute a Merger Event under the Indenture.
Completion of the Merger remains subject to the closing conditions of the Merger Agreement. Subject to the satisfaction or waiver
of these closing conditions, the Company currently anticipates that the Merger will be completed on November 14, 2016 or soon thereafter.
The Company is providing this notice of an anticipated Merger Event solely to comply with its obligations under the Indenture.
The Company, however, is unable to give any assurances as to the actual date of the Merger Event or if it will occur at all.
As the holders of Common Stock will receive
solely cash consideration in connection with the Merger, the Company will, in connection with completion of the Merger, enter into
a
Supplemental Indenture modifying the Indenture
to provide that, on and after the effective date of the Merger, the consideration due upon conversion of each $1,000 principal
amount of Notes shall be solely cash in an amount equal to the Conversion Rate (as may be increased pursuant to Section 10.07 of
the Indenture, as discussed below), multiplied by the consideration per share of Common Stock in the Merger, $14.00 per share.
While the Notes are not currently convertible,
if the Merger is completed, the Notes will become convertible from and after the effective date of the Merger until the date specified
in the Notice of Fundamental Change, Make-Whole Fundamental Change, Right to Convert and Supplemental Indenture to be provided
to the holders of the Notes following the completion of the Merger. The Conversion Rate in effect on the date of this Notice is
70.2790 shares of Common Stock per $1,000 principal amount of Notes, which equates to a Conversion Price of approximately $14.23
per share. The Merger, if completed, will constitute a Make-Whole Fundamental Change under the Indenture and, in accordance with
Section 10.07 of the Indenture, the Conversion Rate for conversions in connection with a Make-Whole Fundamental Change as described
in the Indenture will be increased by an amount determined by reference to the table in Section 10.07(d) of the Indenture. If the
Merger is not completed, no Make-Whole Fundamental Change will occur and the Notes will not become convertible.
In the event of any conflicting information
in this Notice and in the Indenture, the information in the Indenture will control. Noteholders should not assume that the information
in this Notice is accurate as of any date other than the date hereof.
inContact,
Inc.
2

text: inContact, Inc.

text: inContact, Inc.

text: inContact, Inc.

text: NICE-Systems Ltd.

text: Victory Merger Sub Inc.

text:
inContact,
Inc.