text:
EX-99.1
2
silvertipacquisition-exhib.htm
EXHIBIT 99.1
Exhibit
NEWS RELEASE
Coeur Completes Acquisition of the Silvertip Mine
Chicago, Illinois - October 17, 2017 - Coeur Mining, Inc. ("Coeur" or the "Company") (NYSE: CDE) today announced that it has closed the acquisition of privately-owned JDS Silver Holdings, Ltd. and its wholly-owned subsidiary JDS Silver Inc. (collectively, "JDS Silver"), which owns the high-grade Silvertip Mine ("Silvertip") in northern British Columbia, by way of the previously announced arrangement (the "Arrangement").
"We are excited about the impact Silvertip is expected to have on our production, margins, and cash flow beginning next year. We are also pleased to now have a presence in mining-friendly British Columbia and look forward to building upon the strong government and community partnerships already in place", said Mitchell J. Krebs, Coeur's President and Chief Executive Officer. "Over the coming weeks and months, we plan to make meaningful investments at Silvertip to position it as a significant and sustainable cornerstone asset within our portfolio of operating mines".
"Coeur Mining's decision to invest here demonstrates that companies believe British Columbia is a good jurisdiction to invest in mining", said British Columbia Minister of Energy, Mines and Petroleum Resources Michelle Mungall. "Our government is committed to strengthening mining in this province to ensure companies like Coeur Mining continue to invest here, creating more good jobs for British Columbians".
Ruby Johnny, Chief of Dease River First Nation and member of the Kaska Dena Council Board of Directors, added, "I would like to congratulate Coeur Mining on the acquisition of JDS Silver. The Silvertip Mine has provided many benefits to the Kaska which include employment, contracting opportunities and an economic agreement. We have established an excellent working relationship with JDS Silver and our hope is to continue and grow this relationship with Coeur Mining - the new owner of the Silvertip Mine".
Pursuant to the Arrangement, Coeur acquired all issued and outstanding common shares of JDS Silver Holdings, Ltd. for consideration of approximately US$147.5 million in cash and US$37.5 million in Coeur common stock, and assumed approximately US$15 million of existing debt. The cash consideration was funded with US$100 million of borrowings under the Company's revolving credit facility as well as cash on hand. Upon closing of the Arrangement, the Company issued approximately 4.19 million new Coeur shares to former holders of JDS Silver, who now own approximately 2.3% of Coeur's issued and outstanding shares on an undiluted basis.
Additional consideration of up to US$50 million is payable contingent upon the achievement of specific future permitting and exploration milestones at Silvertip. Any such contingent consideration will be paid in cash and in common stock. This contingent consideration and other matters are described more fully in the Arrangement Agreement dated September 10, 2017.
Coeur's legal advisor was Goodmans LLP and its financial advisors were Sprott Capital Partners and BMO Capital Markets. Blake, Cassels & Gordon acted as legal advisor to JDS Silver and Maxit Capital acted as JDS Silver's financial advisor.
1
About Coeur
Coeur Mining, Inc. is a well-diversified, growing precious metals producer with six mines in the Americas employing approximately 2,300 people. Coeur's wholly-owned operations include the Palmarejo silver-gold complex in Mexico, the Silvertip silver-zinc-lead mine in British Columbia, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, the Wharf gold mine in South Dakota, and the San Bartolomé silver mine in Bolivia. In addition, the Company owns the La Preciosa project in Mexico, a silver-gold exploration stage project. Coeur conducts exploration activities in North and South America.
Cautionary Statements
This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada, including statements regarding the anticipated results of the Silvertip acquisition and any additional transaction consideration, anticipated investments in Silvertip, and anticipated Silvertip production, margins, and cash flow. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Coeur's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the risk that anticipated benefits of the Silvertip acquisition, anticipated investments in Silvertip, and anticipated Silvertip production, margins, cash flow, and other anticipated operating parameters are not attained, the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions), changes in the market prices of gold, silver, zinc, and lead, and a sustained lower price environment, the uncertainties inherent in Coeur's production, exploratory and developmental activities, including risks relating to permitting and regulatory delays, ground conditions, grade variability, any future labor disputes or work stoppages, the uncertainties inherent in the estimation of resources, changes that could result from Coeur's future acquisition of new mining properties or businesses, the loss of any third-party smelter to which Coeur markets commodities, the effects of environmental and other governmental regulations, the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, the political risks and uncertainties associated with operations in Bolivia, Coeur's ability to raise additional financing necessary to conduct its business, make payments or refinance its debt, as well as other uncertainties and risk factors set out in filings made from time to time with the United States Securities and Exchange Commission, and the Canadian securities regulators, including, without limitation, Coeur's most recent reports on Form 10-K or Form 10-Q. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Coeur disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Coeur undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Coeur, its financial or operating results or its securities.
For Additional Information
Coeur Mining, Inc.
104 S. Michigan Avenue, Suite 900
Chicago, Illinois 60603
Attention: Courtney Lynn, Vice President, Investor Relations and Treasurer
Phone: (312) 489-5800
www.coeur.com
2

text: Coeur

text: Coeur

text: Coeur

text: JDS Silver

text: JDS Silver

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text: Coeur

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text: Coeur

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text: Courtney Lynn


dataset: buster

text:
EX-99.1
2
v052496_ex99-1.htm
Exhibit
99.1
PRESS
RELEASE
-
FOR
IMMEDIATE RELEASE
INYX
COMPLETES ACQUISITION OF 6 EYE-CARE PRODUCTS FROM AMO
NEW
YORK - September 11, 2006 -
Inyx,
Inc. (OTC BB: IYXI), a specialty pharmaceutical company focused on niche drug
delivery technologies and products, announced today that it has completed the
acquisition of six eye-care products from Advanced Medical Optics, Inc.
"All
six
are high-margin products. Five of the products also can be produced in-house
at
Inyx, which should further enhance their profit margins as well as increase
capacity utilization and, in turn, profitability of Inyx's manufacturing
business", said Jack Kachkar, M.D., Inyx Chairman and CEO.
Inyx
is
assigning all the business and marketing rights on these over-the-counter (OTC)
products to its wholly owned marketing subsidiary, Exaeris, Inc., expanding
Exaeris into the non-prescription OTC pharmaceutical sector on a global basis.
As part of the acquisition, Exaeris is taking over established customer
relationships with leading mass merchandisers, grocers and drug wholesalers
in
the United States as well as licensed distribution channels in Europe, the
Middle East and Asia-Pacific markets.
Under
the
acquisition, Inyx also has acquired the rights to the Lens Plus® trade name,
which is a global brand. The products acquired and their geographic marketing
areas are:
Lens
Plus® Aerosol - a preservative-free, sterile saline solution - marketed in the
United States, Canada, Europe/Middle East and Asia-Pacific
Lens
Plus® Rewetter Drops - a preservative-free, sterile saline solution - marketed
in the United States
Lens
Plus® Daily Cleaner - a sterile, gentle cleaner for soft contact lenses -
marketed in the United States
LC-65®
Daily Contact Lens Cleaner - a sterile, gentle but efficient cleaner for gas
permeable, hard and soft contact lenses - marketed in the United States,
Europe/Middle East and Asia-Pacific
Hydrocare®
Fizzy Tablets - an effervescent, enzymatic cleaner in tablet form - marketed
in
the United States, Europe/Middle East and Asia-Pacific
Total®
Solution - a sterile cleaning and wetting solution for hard contact lenses
-
marketed in Europe/Middle East
(more)
INYX
− Page 2
As
part
of the transaction, Inyx has acquired AMO's interest in the intellectual
property associated with the acquired products, including all trademarks and
trade names and service marks (excluding all "Advanced Medical Optics" and "AMO"
marks), copyrights and copyright registrations, and the manufacturing formulae,
specifications, processes, artwork, proprietary molds and similar equipment
and
know-how used solely related to the products. Under the acquisition agreement,
Inyx also has "first right of refusal" over the next year to acquire several
additional, complementary eye-care products that AMO may divest in the future.
About
Exaeris
Exaeris,
Inc., a wholly owned subsidiary of Inyx, Inc., was formed in 2005 and commenced
formal operations in January 2006 to conduct collaborative commercial activities
with Inyx clients and strategic partners as well as the marketing for Inyx's own
products. In September 2005, King Pharmaceuticals, Inc. and Inyx announced
a
10-year strategic collaboration, which includes Exaeris directing the marketing
in the United States and Canada of King's lead respiratory products, Intal® and
Tilade®. In April 2006, Teamm Pharmaceuticals, Inc., the specialty
pharmaceutical division of Accentia Biopharmaceuticals, Inc., announced a
co-promotion agreement through which the companies will co-market the MD Turbo™,
a novel breath-activated, dose-counting companion to metered dose inhalers.
About
Inyx
Inyx,
Inc. is a specialty pharmaceutical company with niche drug delivery technologies
and products for the treatment of respiratory, allergy, dermatological, topical
and cardiovascular conditions. Inyx focuses its expertise on both prescription
and over-the-counter pharmaceutical products, and provides specialty
pharmaceutical development and production consulting services. In addition,
Inyx
is developing its own proprietary products. The company's operations are
conducted through several other wholly owned subsidiaries: Inyx USA, Ltd.,
based
in Manati, Puerto Rico; Inyx Pharma Ltd. and Inyx Europe Limited, which owns
and
operates Ashton Pharmaceuticals Ltd., all near Manchester, England; and Inyx
Canada, Inc. in Toronto. Inyx, Inc.'s corporate offices are in New York City.
For more information, please visit: www.inyxgroup.com.
Safe
Harbor
Statements
about the Inyx'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 that
term is defined in the Private Securities Litigation Reform Act of 1995. Inyx
intends that such forward-looking statements be subject to the safe harbors
created thereby. Since these statements involve risks and uncertainties and
are
subject to change at any time, Inyx's actual results could differ materially
from expected results.
For
more information, please contact:
Jay
M.
Green, Executive Vice President
of
Inyx,
Inc. 212-838-1111
jgreen@inyxgroup.com
Bill
Kelly, Vice President Investor Relations
of
Inyx,
Inc. 212-838-1111
bill.kelly@inyxgroup.com

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Inyx,
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Inyx,
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Inyx,
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Bill
Kelly

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Inyx,
Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
ex_267466.htm
EXHIBIT 99.1 - PRESS RELEASE ANNOUNCING CLOSING OF IMMCO, INC. ACQUISITION
ex_267466.htm
Exhibit 99.1
ORBITAL ENERGY GROUP
'
S SUBSIDIARY, GIBSON TECHNICAL SERVICES, ACQUIRES PRIVATELY OWNED ENGINEERING COMPANY, IMMCO INC.
HOUSTON, (August 2, 2021)
- Orbital Energy Group, Inc. (NASDAQ: OEG) ("OEG") today announced its telecommunications subsidiary, Gibson Technical Services, Inc. ("GTS"), has entered into a definitive Stock Purchase Agreement ("SPA") to acquire 100% of IMMCO, Inc. ("IMMCO"), an Atlanta-based, privately-owned full-service telecom engineering and network design company providing diversified engineering services and customized software solutions to a global customer base since 1992.
The acquisition will immediately add revenues and earnings to GTS and to OEG. IMMCO will become a wholly-owned subsidiary of GTS, significantly expanding GTS's product portfolio and services it can provide to its customers. IMMCO's senior management team, including CEO and 40-year industry veteran, Keith R. Hayes, will remain with the company. Neither OEG nor GTS expects organizational changes to IMMCO's successful, long-term operations.
IMMCO is a leading provider of enterprise solutions to the cable and telecommunications industries. It is ISO Certified (27001 & 9001) and specializes in 5G and fiber optic network design, geospatial data services, and software development. The company has approximately 400 employees across four offices in the United States, India, Australia, and Europe. For 2021, IMMCO expects to generate revenues of approximately $10.6 million.
"IMMCO is recognized in the telecommunications industry for their expertise in engineering, software development, and enterprise solutions. This transaction is consistent with OEG's tuck-in acquisition strategy. Specifically, it will provide significant synergies to our telecom platform, GTS, by expanding the depth and breadth of the customer solutions we provide in a market with significant multi-year momentum driven by the rollout of 5G spectrum. Increasing bandwidth requirements in areas such as healthcare, entertainment, and other public venues, will require a new level of technical expertise, which is now enhanced by the acquisition of IMMCO and positions OEG and GTS nicely to take advantage of future RDOF (Rural Digital Opportunity Fund) project awards. The FCC's recently announced $20.4 billion towards the RDOF program", stated Jim O'Neil, OEG's Chief Executive Officer & Vice-Chairman.
This acquisition, combined with GTS's Master Services Agreements, capabilities, reputation, and extensive contacts throughout the telecommunications industry, is another of several acquisitions the Company plans to execute upon this year, as OEG implements its strategy to transform into a full-service electrical, telecommunications, renewable infrastructure services platform.
"This transaction is exactly the reason the entire GTS Management Team was so excited about joining OEG earlier this year", explained GTS's CEO, Mike McCracken. "Our talented technical employees and world-class service team, combined with our telecommunications industry reputation and OEG's resources, enabled us to make this accretive acquisition; which, in turn, will allow us both to further penetrate the telecommunications market. IMMCO's established network, skilled workforce, technical, expertise, and global reach will enhance GTS's ability to expand both organically and through additional acquisitions. Allowing GTS to market its broad portfolio of technical services to a much larger customer base and geographic footprint".
"This is a significant milestone for IMMCO", said IMMCO's CEO, Keith Hayes. "With the combination of GTS and IMMCO, we will be able to increase our programs and services to our existing customer base, as well as pursue growth opportunities across a much broader market. We look forward to a long and profitable partnership with OEG and its portfolio of companies".
About Orbital
Orbital Energy Group, Inc. (Nasdaq: OEG) is creating a diversified energy services platform through the acquisition and development of innovative companies. Orbital Energy's group of businesses includes Orbital Power Services, Orbital Solar Services, Orbital Telecom Services and Orbital Gas Systems.
Orbital Power Services provides engineering, construction, maintenance and emergency response solutions to the power, utilities, and midstream markets.
Orbital Solar Services provides engineering, procurement, and construction ("EPC") expertise in the renewable energy industry and established relationships with solar developers and panel manufacturers in the utility scale solar market.
Orbital Telecom Services, operating as Gibson Technical Services, has nationwide locations equipped to effectively support multi-vendor OEM technology environments and outside plant construction operations on an as-needed basis with specialized services in broadband, wireless, outside plant and building technologies, including healthcare. Orbital Gas Systems is a 30-year leader in innovative gas solutions, serving the energy, power and processing markets through the design, installation and commissioning of industrial gas sampling, measurement, and delivery systems.
As a publicly traded company, Orbital Energy is dedicated to maximizing shareholder value. But most important, our commitment to conduct business with a high level of integrity, respect, and philanthropic dedication allows the organization to make a difference in the lives of their customers, employees, investors, and global community.
For more information please visit: www.orbitalenergygroup.com
Forward Looking Statements
This press release contains certain 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 and Private Securities Litigation Reform Act, as amended, including those relating to the expected use of proceeds. These statements may be identified by the use of forward-looking expressions, including, but not limited to, "expect", "anticipate", "intend", "plan", "believe", "estimate", "potential", "predict", "project", "should", "would" and similar expressions and the negatives of those terms. These statements relate to future events and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by the forward-looking statements. Such factors include the risk factors set forth in the Company's filings with the SEC, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2020, its periodic reports on Form 10-Q, and its Current Reports on Form 8-K filed in 2020 and 2021, as well as the risks identified in the shelf registration statement and the prospectus supplement relating to the offering. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. Orbital undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Investor Relations
KCSA Strategic Communications
David Hanover
T: 212-896-1220
orbital@kcsa.com

text: IMMCO, INC.

text: ORBITAL ENERGY GROUP

text: GIBSON TECHNICAL SERVICES

text: IMMCO INC.

text: Orbital Energy Group, Inc.

text: Gibson Technical Services, Inc.

text: GTS

text: IMMCO, Inc.

text: IMMCO

text: GTS

text: IMMCO

text: GTS

text: GTS

text: IMMCO

text: GTS

text: IMMCO

text: IMMCO

text: IMMCO

text: IMMCO

text: GTS

text: IMMCO

text: GTS

text: GTS

text: GTS

text: GTS

text: IMMCO

text: GTS

text: GTS

text: IMMCO

text: IMMCO

text: GTS

text: IMMCO

text: Orbital Energy Group, Inc.

text: Gibson Technical Services


text:
EX-99.1
4
a09-21004_1ex99d1.htm
EX-99.1
Exhibit 99.1
Media Contacts:
Marne Oberg
Analysts International
Corporation
(952) 838-2867
moberg@analysts.com
Craig Perry
Netarx, LLC
(248) 341-2530
cperry@netarx.com
Analysts
International Corporation Accelerates Transformation
with Sale of Reseller Business to Netarx
Companies
will Enter into an Alliance Agreement Designed to Jointly Serve Customers
Moving Forward
MINNEAPOLIS and DETROIT - August 4, 2009 -
Analysts
International Corporation (AIC) (Nasdaq: ANLY), an information
technology services company, and Netarx, LLC, a premier
provider of business transforming technology solutions headquartered in
Farmington Hills, MI, today announced that they have signed a definitive agreement
under which Netarx will acquire substantially all the assets of AIC's value-added
reseller (VAR) business and its supporting service offerings. The agreement was
signed on August 4, 2009, and is effective immediately.
As
part of this agreement, AIC and Netarx will enter into an alliance agreement
and continue to work together to jointly serve the IT and network communication
needs of clients throughout the Great Lakes region. AIC will continue to provide
IT staffing and application development services throughout this region and work
in partnership with Netarx to augment its services and deliver on the collaboration,
data center and network communication needs of its clients.
"We
are excited about the possibilities this transaction presents for both AIC and
Netarx", said Elmer Baldwin, AIC's President and CEO. "This move significantly reduces
the complexity of our business and enables us to focus our attention on growing
our core services, including IT staffing, consulting and application solutions.
For Netarx, this agreement provides them with an established business that
greatly expands their delivery
capability, broadens their offering and fits well into their overall strategy
for growth".
"The
longevity and strength of AIC's customer relationships, combined with their solution
expertise and great reputation in the marketplace makes this a very attractive
addition to Netarx", said Duane Tursi, Chief Executive Officer of Netarx. "The
more than 150 professionals transitioning from AIC's VAR business to Netarx
bring significant experience and expertise to our business in areas such as
unified communications, collaboration, data center and professional services".
"The
combination of our organizations is most beneficial to our customers who will
benefit from our world-class engineering teams and variety of managed services
options", added Netarx Chairman and President Sandy Kronenberg.
AIC
and Netarx will work together to help ensure this transaction results in a
smooth transition for clients, partners and employees.
About
Analysts International Corporation
Analysts International
Corporation (AIC) (Nasdaq: ANLY) is an information
technology services company focused on providing configured solutions for its
clients. AIC serves a broad portfolio of clients throughout the United States
with technology staffing, collaboration solutions, infrastructure solutions,
project and application solutions and managed services offerings. More
information is available online at www.analysts.com.
About
Netarx
Netarx transforms
business through technology. We understand our clients' business processes and
improve collaboration by consolidating voice, data and visual communications
onto a single, easy to use platform. We infuse these rich experiences into
applications with workflow optimization while creating efficiency and productivity
gains in various organizational process areas, customer base and supply chain. Netarx
plans, designs, implements and manages these solutions with proven
methodologies that reflect industry best practices. Netarx is known for
providing pragmatic and practical solutions, customer satisfaction and
integrity. Visit us at www.netarx.com.
###
Cautionary Statement for the Purpose
of Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995
This press release contains forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Statements made in this press release by AIC and its CEO Elmer
Baldwin about AIC regarding, for instance: (i) AIC's business
transformation plan; (ii) the potential impact of the VAR business asset
sale transaction; and (iii) management's beliefs with respect to the reduction
in complexity of AIC's business and AIC's ability to focus its attention on
growing its core IT services, are forward-looking statements. These
forward-looking statements are based on current information we have assessed,
which by its nature is dynamic and subject to rapid and even abrupt changes.
Forward-looking statements include statements expressing the intent, belief or
current expectations of AIC and members of our management team and involve
certain risks and uncertainties, including (i) the risk that management may not
fully or successfully implement its business transformation plan; (ii) the risk
that AIC will not be able to effectively enter into a strategic partnership
with Netarx; (iii) prevailing market conditions in the IT services
industry; (iv) potentially incorrect assumptions by management with respect to this
transaction; and (v) economic, business, market, financial, competitive
and/or regulatory factors affecting AIC's business generally
,
including those set forth in AIC's
filings with the SEC. You are cautioned not to place undue reliance on these or
any forward-looking statements, which speak only as of the date of this press
release. AIC expressly disclaims any responsibility for forward-looking
statements made by or about Netarx.

text: Netarx

text: Netarx

text: AIC

text: Netarx

text: Netarx

text: AIC

text: AIC

text: Netarx

text: AIC

text: Netarx

text: AIC

text: Netarx

text: AIC

text: Netarx

text: AIC

text: Netarx

text: Duane Tursi

text: Netarx

text: AIC

text: Netarx

text: Netarx

text: AIC

text: Netarx

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text: AIC

text: Netarx

text: Netarx

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text: AIC

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text: AIC

text: Netarx


text:
EX-99.1
2
bee-20140306xex991.htm
EXHIBIT 99.1
BEE-2014.03.06-EX99.1
Exhibit 99.1
COMPANY CONTACTS:
Diane Morefield
EVP & Chief Financial Officer
Strategic Hotels & Resorts
(312) 658-5740
Jonathan Stanner
Vice President, Capital Markets & Treasurer
Strategic Hotels & Resorts
(312) 658-5746
FOR IMMEDIATE RELEASE
FRIDAY, FEBRUARY 28, 2014
STRATEGIC HOTELS & RESORTS CLOSES ON THE SALE OF THE FOUR SEASONS PUNTA MITA RESORT
CHICAGO - February 28, 2014 - Strategic Hotels & Resorts, Inc. (NYSE: BEE) today announced that the Company has closed on the sale of the Four Seasons Punta Mita Resort and the adjacent La Solana land parcel for $200.0 million. The Company expects after tax proceeds to total approximately $180.0 million which it intends to use to retire its 8.50% Series A Preferred Stock and reduce indebtedness under its revolving credit facility.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 17 properties with an aggregate of 8,099 rooms and 847,000 square feet of meeting space. For a list of current properties and for further information, please visit the Company's website at http://www.strategichotels.com.
This press release contains forward-looking statements about Strategic Hotels & Resorts, Inc. (the "Company"). Except for historical information, the matters discussed in this press release are forward-looking statements subject to certain risks and uncertainties. These forward-looking statements include statements regarding the Company's expected use of proceeds from the disposition of the Four Seasons Punta Mita Resort. Actual results could differ materially from the Company's projections. Factors that may contribute to these differences include, but are not limited to the following: a change in the proposed use of proceeds from the disposition of the Four Seasons Punta Mita Resort; the effects of economic conditions and disruptions in financial markets upon business and leisure travel and the hotel markets in which the Company invests; the Company's liquidity and refinancing demands; the Company's ability to obtain, refinance or extend maturing debt; the Company's ability to maintain compliance with covenants contained in its debt facilities; stagnation
or further deterioration in economic and market conditions, particularly impacting business and leisure travel spending in the markets where the Company's hotels operate and in which the Company invests, including luxury and upper upscale product; general volatility of the capital markets and the market price of the Company's shares of common stock; availability of capital; the Company's ability to dispose of properties in a manner consistent with its investment strategy and liquidity needs; hostilities and security concerns, including future terrorist attacks, or the apprehension of hostilities, in each case that affect travel within or to the United States, Germany, England or other countries where the Company invests; difficulties in identifying properties to acquire and completing acquisitions; the Company's failure to maintain effective internal control over financial reporting and disclosure controls and procedures; risks related to natural disasters; increases in interest rates and operating costs, including insurance premiums and real property taxes; delays and cost-overruns in construction and development; marketing challenges associated with entering new lines of business or pursuing new business strategies; the Company's failure to maintain its status as a REIT; changes in the competitive environment in the Company's industry and the markets where the Company invests; changes in real estate and zoning laws or regulations; legislative or regulatory changes, including changes to laws governing the taxation of REITs; changes in generally accepted accounting principles, policies and guidelines; and litigation, judgments or settlements.
Additional risks are discussed in the Company's filings with the Securities and Exchange Commission, including those appearing under the heading "Item 1A. Risk Factors" in the Company's most recent Form 10-K and subsequent Form 10-Qs. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. The forward-looking statements are made as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

text: Strategic Hotels & Resorts

text: Jonathan Stanner

text: Strategic Hotels & Resorts

text: STRATEGIC HOTELS & RESORTS

text: Strategic Hotels & Resorts, Inc.

text: Strategic Hotels & Resorts, Inc.

text: Strategic Hotels & Resorts, Inc.


text:
EX-99.2
3
ex992to8k05733_11032011.htm
ex992to8k05733_11032011.htm
Exhibit 99.2
DGT Holdings Announces Completion of the Sale of Its Villa Sistemi Medicali S.p.A. Subsidiary
BAY SHORE, N.Y., Nov. 3, 2011 --
DGT Holdings Corp.
(OTCBB:
DGTC.OB
) (the "Company") today announced that it has completed the previously announced sale of its Italian subsidiary, Villa Sistemi Medicali S.p.A. ("Villa") to VIV s.r.l., a limited liability company incorporated under Italian law ("VIV").
In consideration for the sale of Villa, the Company received $21.8 million in cash of net proceeds and an unsecured subordinated promissory note (the "Note") made by VIV in the amount of Euro 500,000. The Note has a term of 5 years with interest accruing at a rate of 6% per annum beginning 18 months after issuance. The Note may be prepaid at any time and if prepayment in full occurs during the first 18 months following the date of issuance, the total principal amount will be reduced to Euro 400,000. Payment of the Note is subordinated to the repayment of the loan extended to VIV by Banca Intesa to provide financing for the Villa sale. In addition, the Company is retaining the facility from which Villa operates and entered into a long term lease with VIV.
The Company also received, as part of the transaction, a dividend of cash held by Villa as of the closing date in the amount of $4.5 million.
ABOUT DGT HOLDINGS CORP.
DGT Holdings Corp. is engaged in the manufacturing of proprietary high-voltage power conversion subsystems including electronic filters, high voltage capacitors, pulse modulators, transformers and reactors, and a variety of other products designed for industrial, medical, military and other commercial applications through its RFI subsidiary. The Company's web site is
www.dgtholdings.com
.
The DGT Holdings Corp. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=8578
Contact:
DGT Holdings Corp.
John J. Quicke
Chief Executive Officer
Mark A. Zorko
Chief Financial Officer
(631) 231-6400 ext. 323

text: DGT Holdings

text: Villa Sistemi Medicali S.p.A.

text: DGT Holdings Corp.

text: Villa Sistemi Medicali S.p.A.

text: VIV s.r.l.

text: DGT HOLDINGS CORP.

text: DGT Holdings Corp.

text: DGT Holdings Corp.

text: DGT Holdings Corp.

text: John J. Quicke

text: Mark A. Zorko


text:
EX-99.1
2
f8kwsbclosingex991.htm
EXHIBIT 99.1
-- Converted by SECPublisher 3.1.0.1, created by BCL Technologies Inc., for SEC Filing
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Map of Store Locations Available
Media Contacts:
Eve Callahan
Dan Sullivan
Lane PR
Umpqua Holdings Corporation
503-546-7867
503-727-4103
eve@lanepr.com
dansullivan@umpquabank.com
Lani Hayward
Anthony Gould
Umpqua Holdings Corporation
Western Sierra Bancorp
503-727-4132
530-698-2234
lanihayward@umpquabank.com
agould@wsnb.com
UMPQUA HOLDINGS CORPORATION COMPLETES ACQUISITION OF
CALIFORNIA-BASED WESTERN SIERRA BANCORP
Branch Locations Open Today as Signs Begin to Change
PORTLAND, Ore. - June 5, 2006 -
Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Strand, Atkinson, Williams & York, Inc., announced today
the completion of its acquisition of California-based Western Sierra Bancorp (NASDAQ: WSBA) by merger on June 2, 2006. Western Sierra shareholders will receive 1.61 shares of Umpqua common stock for each share of Western Sierra common stock, giving
the transaction a total value of approximately $352 million.
As of today, all Western Sierra Bancorp branches, including those of Western Sierra National Bank, Central California Bank, Lake Community Bank and Auburn Community Bank, will operate under the Umpqua Bank name. The
merger adds the former Western Sierra Bancorp's 31 Northern California branches to Umpqua Bank's network of 96 Northern California, Oregon and Washington locations, for a total of 127 stores and 150 ATMs. Western Sierra associates have already been
enrolled in Umpqua Bank's internal employee programs and starting today will offer Umpqua products and services in their branches. Umpqua Bank offers a complete portfolio of commercial, small business and retail banking services throughout Northern
California, Oregon and Washington.
"As separate organizations, Umpqua Bank and Western Sierra already shared a strong commitment to community banking and a focus on customer service", said Davis. "Since announcing the acquisition, we have worked closely
to integrate the best of both companies. The expanded Umpqua Bank provides customers, employees and shareholders with a larger bank network, increased opportunities, and the same unwavering commitment to the communities we serve. "
Ray Davis will continue to lead the combined organizations as president and CEO of Umpqua Holdings Corporation. Bill Fike, president of Umpqua Bank California, will continue to oversee Umpqua's California operations.
Approximately 12.7 million shares of Umpqua Holdings Corporation common stock will be issued in connection with the merger. The combined organization has assets of approximately $7.1 billion, deposits of
approximately $5.2 billion and shareholder's equity of approximately $1.1 billion.
Pursuant to the reorganization agreement, Umpqua Holdings' board of directors has appointed former Western Sierra director Matthew Bruno to Umpqua's board. Mr. Bruno was a founding director of Central California Bank
and is currently the president of Turlock Dairy and Refrigeration, Inc., a large distributor of dairy equipment.
About Umpqua Holdings Corporation
Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon-based community bank recognized for its entrepreneurial approach, innovative use of technology, and distinctive banking
solutions. Umpqua Bank has 127 locations stretching from the greater Sacramento area and San Joaquin Valley to Seattle, Wash., as well as along the Oregon and Northern California Coast and in Central Oregon. Umpqua Holdings also owns retail
brokerage subsidiary Strand, Atkinson, Williams & York, Inc., which has locations in Umpqua Bank stores and in dedicated offices throughout Oregon and Southwest Washington. Umpqua Bank's Private Client Services Division provides tailored
financial services and products to individual customers. Umpqua Holdings Corporation is headquartered in Portland, Ore. For more information, visit www.umpquaholdingscorp.com.
This press release includes forward-looking statements within the meaning of the "Safe-Harbor" provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to
shareholders. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to certain risk factors, including those set forth from time to time in Umpqua's and Western Sierra's filings with the SEC.
You should not place undue reliance on forward-looking statements and we undertake no obligation to update any such statements.
# # # #

text: Umpqua Holdings Corporation

text: Umpqua Holdings Corporation

text: Western Sierra Bancorp

text: UMPQUA HOLDINGS CORPORATION

text: WESTERN SIERRA BANCORP

text: Umpqua Holdings Corporation

text: Western Sierra Bancorp

text: Western Sierra Bancorp

text: Western Sierra Bancorp

text: Umpqua Holdings Corporation

text: Bill Fike

text: Umpqua Holdings Corporation

text: Umpqua Holdings Corporation

text: Umpqua Holdings Corporation

text: Umpqua Holdings Corporation


text:
EX-99
2
form8kexh991_110206.htm
EXHIBIT 99.1
Exhibit 99.1
NEWS RELEASE
846 N. Mart-Way Court, Olathe, KS 66061
Phone: 913-647-0158
Fax: 913-647-0132
investorrelations@elecsyscorp.com
FOR IMMEDIATE RELEASE:
Contact:
Karl B. Gemperli
(913) 647-0158, Phone
(913) 647-0132, Fax
investorrelations@elecsyscorp.com
ELECSYS CORPORATION COMPLETES SALE OF ITS LENEXA FACILITY
Olathe, Kansas (November 3, 2006) - Elecsys Corporation (AMEX: ASY), today announced that it had completed the sale of its Lenexa facility on November 1, 2006. The Company has previously announced that the Lenexa facility and land was under contract and was expected to be sold before the end of the Company's second fiscal quarter that ended October 31, 2006. The sale resulted in a gain of approximately $300,000 which was used to pay down part of the debt financing that was incurred to purchase our new facility in Olathe, Kansas.
Elecsys Corporation is a publicly traded holding company with two wholly owned subsidiaries, DCI, Inc. and NTG, Inc. DCI designs, manufactures, and integrates custom electronic interface solutions for original equipment manufacturers in the aerospace, medical, communications, industrial product, and other industries. DCI has specialized capabilities to design and efficiently manufacture custom electronic assemblies which integrate a variety of interface technologies, such as custom liquid crystal displays, light emitting diode displays, and keypads, with circuit boards and other electronic components. NTG designs, markets, and provides remote monitoring solutions for the gas and oil pipeline industry as well as other industries requiring remote monitoring solutions. For more information, visit our website at www.elecsyscorp.com.
Safe-Harbor statement:
The discussions set forth in this press release may contain forward-looking comments based on current expectations that involve a number of risks and uncertainties. Actual results could differ materially from those projected or suggested in the forward-looking comments. The difference could be caused by a number of factors, including, but not limited to the factors and conditions that are described in Elecsys Corporation's SEC filings, including the Form 10-KSB for the year ended April 30, 2006. The reader is cautioned that Elecsys Corporation does not have a policy of updating or revising forward-looking statements and thus he or she should not assume that silence by management of Elecsys Corporation over time means that actual events are bearing out as estimated in such forward-looking statements.

text: ELECSYS CORPORATION

text: Elecsys Corporation

text: Elecsys Corporation

text: Elecsys Corporation

text: Elecsys Corporation

text: Elecsys Corporation


text:
EX-99.1
2
pressreleaseexhibit.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
SPX Completes Sale of European Power Generation Business,
Marking Substantial Completion of Power Segment Transformation
CHARLOTTE, N.C., December 30, 2016 /Globe Newswire/ -- SPX Corporation (NYSE:SPXC) today announced that it has completed the sale of its European Power Generation business ("Balcke-Dürr") to a wholly owned subsidiary of mutares AG, a German-based publicly traded industrial holding company. SPX anticipates that the transaction will qualify for discontinued operations presentation in our full-year 2016 financial statements.
"The closing of the sale of Balcke-Dürr marks an important milestone along our value creation roadmap and positions the company to further strengthen our focus on growth", said Gene Lowe, President and CEO. "This is the latest in a series of actions that we have taken to reposition our Power segment and our company by exiting or restructuring businesses that did not have a clear path to drive shareholder value and masked our true earnings power. As we enter 2017 we remain focused on initiatives to further enhance operational performance and are increasing our efforts to drive both organic and inorganic growth within our strategic platforms".
About SPX Corporation: Based in Charlotte, North Carolina, SPX Corporation is a leading supplier of highly engineered HVAC products, detection and measurement technologies and power equipment. With operations in about 20 countries, SPX Corporation had approximately $1.7 billion in annual revenue in 2015 and approximately 6,000 employees worldwide. SPX Corporation is listed on the New York Stock Exchange under the ticker symbol "SPXC." For more information, please visit www.spx.com.
About mutares AG: Based in Munich, Germany, mutares AG is an industrial holding company acquiring companies that are being sold in the course of a repositioning process at their owners and that show a clear operational improvement potential. Getting engaged with its own teams, mutares actively supports its portfolio companies to achieve a clear value increase. The focus of the operational work is to ensure sustainable, long-term growth. The shares of mutares AG are listed on the Frankfurt Stock Exchange under the ticker symbol "MUX" (ISIN: DE000A0SMSH2). For more information, please visit www.mutares.com.
Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. Please read these results in conjunction with the company's documents filed with the Securities and Exchange Commission, including the company's annual reports on Form 10-K, and any amendments thereto, and quarterly reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. Actual results may differ materially from these statements. The words "believe", "expect", "anticipate", "project" and similar expressions identify forward-looking statements. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. In addition, estimates of future operating results are based on the company's existing operations and complement of businesses, which are subject to change.
Statements in this press release speak only as of the date of this press release, and SPX disclaims any responsibility to update or revise such statements.
SOURCE SPX Corporation.
Investor Contact:
Paul Clegg, Vice President, Finance and Investor Relations
Phone: 980-474-3806
E-mail: spx.investor@spx.com
Media and Customer Contact:
Vivek Dhir, Vice President, Global Marketing and Business Development
Phone: 980-474-3703
E-mail: vivek.dhir@spx.com

text: SPX

text: European Power Generation Business

text: SPX Corporation

text: European Power Generation business

text: Balcke-Dürr

text: subsidiary of mutares AG

text: SPX

text: Balcke-Dürr

text: Gene Lowe

text: SPX Corporation

text: SPX Corporation

text: SPX Corporation

text: SPX Corporation

text: SPX

text: SPX Corporation

text: Paul Clegg

text: Vivek Dhir


text:
EX-99.1
3
exhibit99-1.htm
PRESS RELEASE
Filed by Automated Filing Services Inc. (604) 609-0244 - Skyflyer Inc.- Exhibit 99.1
SKYFLYER INC. COMPLETES ACQUISITION
OF MINERAL
PROSPECT IN SASKATCHEWAN, CANADA
Point Roberts, Washington - Skyflyer Inc.
(OTCBB: SKFL)
(the "Company") announced today that it has completed the acquisition of two
mineral claim applications located in the Province of Saskatchewan, Canada.
These mineral claim applications are known collectively as the "Blackstone Lake
Property."
The Blackstone Lake Property is located approximately 100 to
125 km (approximately 62 to 77 miles) south of the Athabasca Basin, and covers
approximately 23,722 acres. The Athabasca Basin is host to several high grade
uranium deposits and the Company believes that the Blackstone Lake Property in
particular shows good potential for hosted uranium and/or gold deposits. The
Company is preparing a preliminary exploration proposal for the Blackstone Lake
Property that is expected to cost approximately $200,000 and include a
compilation and review of all historic data on the property and surrounding
area, and an airborne electromagnetic and/or radiometric survey.
In order to acquire the Blackstone Lake Property, the Company
paid an aggregate of $200,000 to the vendor and granted the vendor a royalty on
any net smelter returns from the property. The royalty will be equal to 3% of
any net smelter returns, unless the price of uranium exceeds $100 per pound, in
which case the royalty will increase to 15% of net smelter returns. To finance
the purchase price, the Company obtained a loan for $280,000, repayable on or
before April 30, 2009, with interest at a rate of 8% per annum.
Skyflyer Inc.'s shares are traded in the United States on the
OTC Bulletin Board (OTCBB: SKFL) and in Germany on the Frankfurt Stock Exchange
(WKN: A0LCMC, ISIN: US83082R1077).
This press release may contain, in addition to historical
information, forward-looking statements. These forward looking statements are
based on management's expectations and beliefs, and may involve known and
unknown risks and uncertainties and other factors that may cause the actual
results to be materially different from the results implied herein. In
particular, there are no assurances that the Blackstone Lake Property contains
any commercially viable mineral deposits. Any activities that the Company
undertakes on the Blackstone Lake Property during the next twelve months will be
exploratory in nature. In addition, the Company currently does not have
sufficient financial resources to conduct the planned exploration program for
the property and there are no assurances that the Company will be able to obtain
sufficient financing on terms that are acceptable to it. Readers are cautioned
not to place undue reliance on the forward-looking statements made in this press
release.
SKYFLYER INC.
/s/ John Boschert
John Boschert, Secretary

text: SKYFLYER INC.

text: Skyflyer Inc.

text: Skyflyer Inc.

text: SKYFLYER INC.

text: John Boschert

text: John Boschert


text:
EX-99.2
5
a08-22714_1ex99d2.htm
EX-99.2
Exhibit 99.2
Dear Fidelity Shareholders,
Let me take this opportunity to thank you for
your patience and understanding. As you
know on December 2, 2007, Fidelity & Trust Financial Corporation
announced its planned merger with Eagle Bancorp, Inc. Despite this unstable economic environment,
after substantial efforts, Fidelity shareholders overwhelmingly approved the
merger at the special shareholders meeting on August 26, 2008. The transaction was consummated on August 29,
2008. We expect the business
combination to be seamless to the customers of each bank.
The purpose of this letter is to update you
with respect to the consideration that you, as shareholders of Fidelity, will
receive in the merger with Eagle. As previously disclosed in the joint proxy
statement/prospectus dated July 29, 2008, each share of Fidelity common
stock will now be converted into shares of Eagle common stock at a conversation
ratio, which was subject to adjustment in accordance with the terms of the
merger agreement and as described in the joint proxy statement/prospectus.
We are in a period of unprecedented
instability facing financial institutions relating to the housing/mortgage
sector. Fidelity & Trust Bank owned
a mortgage subsidiary which adversely impacted its financial condition and
business. Fidelity was not alone. Small community, regional and national banks
have also been impacted. Many have suffered
substantial losses and, as a result, book values have been depleted since stock
prices experienced sharp declines. In
this regard you should compare the reduction of our book value with the depleted
book values and declining stock prices in many of the publicly traded local,
regional and money center financial institutions. As a result, many of these financial
institutions must raise capital in order to be well-capitalized under the capital
requirement guidelines of the Federal Reserve.
The estimated conversion ratio last reported
to you in the joint proxy statement/prospectus was 0.6867 shares of Eagle
common stock for each share of Fidelity common stock based upon information as
of March 31, 2008. Since such time, the conversion ratio has significantly
declined. Factors contributing to the
adjustment included the following:
i.
operating losses of F&T Mortgage;
ii.
expenses incurred by Fidelity in connection with winding down F&T
Mortgage;
iii.
deficiencies on inter-company payment or liabilities due from F&T
Mortgage;
iv.
losses on the sale of residential mortgage loans held for sale;
v.
net charge-offs;
vi.
increases to the allowance for loan losses to conform to Eagle
policies for such items, to the extent such increases are in the aggregate in
excess of $750,000;
vii.
increases in the valuation adjustment to residential mortgage loans
held for sale;
viii.
reserves for litigation and amounts paid or payable upon judgment or
in settlement related to litigation;
ix.
any of the agreed upon adjustments to Fidelity's book value.
As a result of losses falling into the above-referenced
categories, the conversion ratio was reduced to 0.3894. Nearly all of the reduction was related to
F&T Mortgage operating losses, wind-down expenses, losses on the sale of residential
mortgages held for sale (which we experienced somewhat in the early part of
2008 but which increased more significantly in the past two months due to deeper
discounts demanded by buyers in the more recent market conditions), valuation
adjustments on residential mortgages held for sale (some of these adjustments
were caused by strict accounting rules which require further mark-to-market
valuations), settlements on accounts payable of the mortgage company and a
recent Federal Reserve HMDA investigation at F&T Mortgage. A portion of the reduction (approximately 15%)
was an increase to the loan loss reserve conforming to EagleBank policies.
All of us are disappointed with the results
discussed above, but Fidelity's Board continues to believe that the merger
remained the best option for Fidelity and its shareholders.
Eagle Bancorp will be distributing a 10%
stock dividend to shareholders following the merger. While the record and payable dates have not
yet been announced, they will be shortly, and if you do not exchange your shares
before the payable date, you will receive the dividend when you submit your
shares, effectively receiving approximately 0.4283 shares of Eagle common stock
per Fidelity share.
We are very optimistic about the future of
the combined banks. We believe we will
be the premier local community bank in the Washington metro region with both
banks contributing human resources, array of product and a total commitment to
our customers and our community. Ron
Paul, Chairman and CEO of Eagle and I, who will serve as Vice Chairman, are
energized, excited and optimistic about bringing the highest standards, the
best practices, as well as the best employees, to our customers. We are hopeful that you will continue to be a
shareholder and be rewarded in the next couple of years as we are confident of
the financial performance we will experience.
You will be receiving a letter of transmittal
in the next week providing specific directions with how to exchange your
Fidelity stock certificate for an Eagle Bancorp stock certificate.
Sincerely,
Robert P. Pincus
Barry C. Watkins
2

text: Fidelity & Trust Financial Corporation

text: Eagle Bancorp, Inc

text:
Ron
Paul


text:
EX-99.1
4
v398257_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
CONTACT
Kiersten Mehl
NEWS RELEASE
(800) 978-8136
kmehl@summithealthcarereit.com
FOR IMMEDIATE RELEASE
Summit Healthcare REIT, Inc.
Acquires Two Senior Living Facilities
Lake Forest, Calif., (Jan. 7, 2015)
- Summit Healthcare REIT, Inc. ("Summit") announced today that it acquired two senior living facilities on December
31, 2014, for a total purchase price of approximately $14.2 million.
The two facilities acquired include Gateway
Care and Retirement Center, a 38,034 square foot facility located in Portland, Oregon that has 59 beds dedicated to skilled nursing
services and 32 independent living private apartments, and Applewood Retirement Community, a 45,563 square foot facility located
in Salem, Oregon that has 69 independent living apartments.
The facilities will be operated and leased
by Sapphire Health Services ("Sapphire") pursuant to a 15-year triple net lease. Sapphire is an experienced operator
of independent living, assisted living and skilled nursing facilities.
"We are excited to begin a relationship
with Sapphire and look forward to working long-term with this exceptional operating team", said Kent Eikanas, President and
Chief Operating Officer of Summit Healthcare REIT, Inc.
"Sapphire is excited about forging
a new partnership with Summit. Summit has an experienced team, proven in handling complex acquisitions and lease-back transactions.
In our experience, Summit was exceptional in making the transaction as smooth and calm as possible", said Kevin Ricker, Co-Owner
of Sapphire Health Services. "We look forward to our next acquisition together".
About Summit Healthcare REIT, Inc.
Summit is a publicly registered non-traded
REIT that is currently focused on investing in healthcare related senior housing real estate located throughout the United States.
The current portfolio includes interests in 16 healthcare facilities.
For more information, please contact Kiersten
Mehl at (800) 978-8136.
This material does not constitute an
offer to sell or a solicitation of an offer to buy Summit Healthcare REIT, Inc.
This release may contain forward-looking
statements relating to the business and financial outlook of Summit Healthcare REIT, Inc. that are based on our current expectations,
estimates, forecasts and projections and are not guarantees of future performance. Actual results may differ materially from those
expressed in these forward-looking statements, and you should not place undue reliance on any such statements. A number of important
factors could cause actual results to differ materially from any forward-looking statements contained in this release. Such factors
include those described in the Risk Factors sections of the Company's annual report on Form 10-K for the year ended December
31, 2013, and quarterly reports for the periods ended March 31, 2014, June 30, 2014, and September 30, 2014. Forward-looking statements
in this document speak only as of the date on which such statements were made, and we undertake no obligation to update any such
statements that may become untrue because of subsequent events. We claim the safe harbor protection for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
###

text: Summit Healthcare REIT, Inc.

text: Summit Healthcare REIT, Inc.

text:
Gateway
Care

text: Retirement Center

text: Applewood Retirement Community

text: Kent Eikanas

text: Summit Healthcare REIT, Inc.

text: Summit Healthcare REIT, Inc.

text: Summit Healthcare REIT, Inc.

text: Summit Healthcare REIT, Inc.


text:
EX-99.1
4
a11-9109_4ex99d1.htm
EX-99.1
Exhibit 99.1
DJO Investor/Media Contact:
DJO Global, Inc.
Mark Francois, Director of Investor Relations
760.734.4766
mark.francois@DJOglobal.com
FOR IMMEDIATE RELEASE
DJO GLOBAL COMPLETES OFFERING OF $300 MILLION OF SENIOR UNSECURED NOTES AND CLOSES ACQUISITION OF THERAPEUTIC FOOTWEAR PROVIDER, DR. COMFORT
SAN DIEGO, CA April 7, 2011
-
DJO Global, Inc. ("DJO" or the "Company") today announced that its indirect wholly owned subsidiaries, DJO Finance LLC ("DJOFL") and DJO Finance Corporation, a wholly owned subsidiary of DJOFL ("DJOFC" and together with DJOFL, the "Issuers"), have completed a private offering of $300 million aggregate principal amount of 7.75% senior unsecured notes due 2018 (the "notes"). Obligations under the notes are guaranteed by all existing and future domestic subsidiaries that guarantee the Company's existing senior secured credit facilities, senior unsecured notes due 2014 and senior subordinated notes due 2017.
The Company also announced that it used $258.4 million of the proceeds from the notes offering today to complete the acquisition of Rikco International, LLC, D/B/A Dr. Comfort ("Dr. Comfort"). The Dr. Comfort purchase price includes adjustments for estimated increases in working capital as of the closing date and for Dr. Comfort cash on hand as of the closing date, and remains subject to further adjustment as certain closing date balances are finalized. The Company announced on March 15, 2011 that it had signed an agreement to purchase Dr. Comfort, a provider of therapeutic footwear. The Company also announced that it repaid $25.4 million of borrowings outstanding on DJOFL's senior secured revolving credit facility today and that the remaining net proceeds from the notes offering were, or will be, used to pay estimated fees and expenses associated with the Dr. Comfort acquisition and the notes offering.
-more-
The notes were offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The initial issuance and sale of the notes were not registered under the Securities Act, and, the notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
###

text: DJO Global, Inc.

text: Mark Francois

text: DJO GLOBAL

text: DR. COMFORT

text: DJO Global, Inc.

text: DJO Finance LLC

text: DJO Finance Corporation

text: Dr. Comfort

text: Dr. Comfort

text: Dr. Comfort

text: Dr. Comfort

text: Dr. Comfort


text:
EX-99.1
22
d205905dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
BONANZA CREEK AND EXTRACTION ANNOUNCE CLOSING OF MERGER
AND SUBSEQUENT ACQUISITION OF CRESTONE PEAK
DENVER, November 1
st
, 2021
- Bonanza Creek Energy, Inc. (NYSE: BCEI)
("Bonanza Creek" or the "Company") and Extraction Oil & Gas, Inc. (NASDAQ: XOG) ("Extraction") today announced the closing of their merger and subsequent acquisition of Crestone Peak Resources ("Crestone
Peak"). The transactions were overwhelmingly approved, with over 99.9% of the votes cast by Bonanza Creek stockholders and over 99.9% of the votes cast by Extraction stockholders voting in favor.
The combined company has now formally been rebranded Civitas Resources, Inc. ("Civitas") and will commence public trading on the NYSE under the
ticker "CIVI" on November 2, 2021. Upon closing, Civitas became the largest pure-play energy producer in Colorado's DJ Basin and the state's first carbon neutral oil and gas company. Civitas expects to exemplify the new
E&P business model for U.S. producers, with a focus on operational discipline, free cash flow generation, financial alignment with shareholders, and ESG leadership.
Ben Dell, Chairman of Civitas, commented, "Civitas embodies an E&P model that is poised to deliver value for all of our stakeholders through
disciplined capital deployment, operational and cost excellence, and governance standards aligned with the highest expectations - including our status as Colorado's first carbon neutral oil & gas producer. Our team has worked
diligently over these last several months to launch Civitas consistent with these ambitious goals, and we plan to bring forward the "best of" our organizational and community values".
New Members of the Executive Leadership Team and Board of Directors
Eric Greager, who previously served as President and Chief Executive Officer of Bonanza Creek, will continue as CEO of Civitas and serve as a member of the
Board. Marianella Foschi will be Chief Financial Officer ("CFO") and Matt Owens will serve as Civitas' Chief Operating Officer ("COO"). Ms. Foschi and Mr. Owens served in the same roles at Extraction. Brian Cain
has been appointed to the role of Chief Sustainability Officer of Civitas, having previously served as Extraction's VP of External Affairs and ESG Policy.
The Civitas board of directors is now composed of nine members, four from legacy Bonanza Creek, four from legacy Extraction and one representative from legacy
Crestone. Extraction's former Chairman, Ben Dell, will serve as Chairman of the Civitas Board.
Eric Greager, President and CEO of Civitas,
commented, "Civitas has the resource quality,
low-cost
structure, meaningful free cash flow generation, and low financial leverage to deliver sustained shareholder value. The integration of Extraction and
Crestone is proceeding very well, and we believe that the combined companies' ability to operate safely and efficiently during this process of consolidation and change affirms the operational excellence at the heart of Civitas. This distinctive
consolidation capability, combined with a commitment to sustainability and a strong balance sheet, positions Civitas exceptionally well moving forward".
Brian Steck, former Chairman of Bonanza Creek and a continuing member of the Civitas Board, commented, "I am proud that the values, which galvanized
Bonanza Creek's success over the years - a relentless competitive spirit, safety and environmental responsibility, and a focus on shareholder value - will continue under Eric's leadership at Civitas. We are poised to lead the way
in the E&P market and possess the assets, strategy and people to succeed".
New Corporate Website
In connection with the rebranding and renaming of Civitas, the company has launched a new corporate website. Additional details about the company can now be
found at www.civitasresources.com.
Further details regarding the transactions can be found in the report on Form
8-K
that Civitas will file with the Securities and Exchange Commission.
Conference Call Information
The company plans to publish an updated presentation on November 4, 2021 on the Civitas website and host a conference call with institutional analysts and
investors on November 4, 2021 at 8:00 a.m. Mountain Time (10:00 a.m. Eastern Time). A replay of the call will be available for one week.
Dial-in
information for the conference call is included below.
Type
Phone Number
Conference ID
Live participant
(877)
793-4362
1794818
Replay
(855)
859-2056
1794818
About Civitas Resources, Inc.
Civitas Resources, Inc. is Colorado's first carbon neutral oil & gas producer and is focused on developing and producing crude oil, natural gas
and natural gas liquids in Colorado's Denver-Julesburg Basin. The company is committed to pursuing compelling economic returns and cash flow while delivering
best-in-class
cost leadership and capital efficiency. Civitas is dedicated to safety, environmental responsibility, and implementing industry leading practices to create
a positive local impact. For more information about Civitas, please visit www.civitasresources.com.
Forward-Looking Statements and Cautionary
Statements
Certain statements in this press release concerning the Bonanza Creek and Extraction merger and subsequent acquisition of Crestone Peak
(the "Transactions"), including any statements regarding the combined company's expected credit facility, the results, effects, benefits and synergies of the Transactions, future opportunities for Civitas, future financial performance
and condition, guidance and any other statements regarding Civitas' future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking"
statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate", "believe", "ensure", "expect,"
"if", "intend", "estimate", "probable", "project", "forecasts", "predict", "outlook", "aim", "will", "could", "should,"
"would", "potential", "may", "might", "anticipate", "likely" "plan", "positioned", "strategy", and similar expressions or other words of similar meaning, and
the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding Civitas' plans and expectations with respect to the Transactions and the anticipated impact of the
Transactions on Civitas's results of operations, financial position, growth opportunities and competitive position. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.
2
These forward-looking statements involve significant risks and uncertainties that could cause actual results
to differ materially from those anticipated, including, but not limited to, potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Transactions; the diversion of management
time on Transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Civitas; the effects of the business combination on Civitas, including Civitas' future financial condition, results of operations,
strategy and plans; the ability of Civitas to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of Civitas to finance operations in the manner expected; the effects of commodity prices; the
risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Transactions. Expectations regarding business outlook, including changes
in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
Additional information concerning other risk factors is also contained in Bonanza Creek's (now Civitas') and Extraction's most recently
filed Annual Reports on Form
10-K,
subsequent Quarterly Reports on Form
10-Q,
Current Reports on Form
8-K
and other SEC filings.
For further information, please contact:
Investor
Relations:
John Wren,
ir@civiresources.com
Media:
Brian Cain,
info@civiresources.com
Source: Civitas
Resources, Inc.
3

text: BONANZA CREEK

text: EXTRACTION

text: Bonanza Creek Energy, Inc.

text: Bonanza Creek

text: Extraction Oil & Gas, Inc.

text: Extraction

text: Crestone Peak Resources

text: Bonanza Creek

text: Extraction

text: Ben Dell

text: Eric Greager

text: Bonanza Creek

text: Extraction

text: Extraction

text: Bonanza Creek

text: Extraction

text: Extraction

text: Ben Dell

text: Eric Greager

text: Extraction

text: Bonanza Creek

text: Bonanza Creek

text: Bonanza Creek

text: Extraction

text: Bonanza Creek

text: Extraction


text:
EX-99.12
4
a06-23689_1ex99d12.htm
EX-99.12
Exhibit 99.12
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
FIRST
AMENDMENT TO STOCK PURCHASE AGREEMENT (this "
Amendment
"), dated as of November
14, 2006, by and among (a) HemaCare Corporation, a California corporation
("
Buyer
"), (b) Joseph Mauro, an individual resident of the state of
Florida ("
Mauro
"), and Valentin Adia, an individual resident of the
state of Florida ("
Aida
", and together with Mauro, each a "
Seller
"
and together "
Sellers
") and (c) Teragenix Corporation, a Florida
corporation (the "
Company
").
W I T N E S S E T H:
WHEREAS,
Buyer, Sellers and the Company entered into that certain Stock Purchase
Agreement (the "
Stock Purchase Agreement
") dated as of August 29,
2006; and
WHEREAS,
Buyer, Sellers and the Company wish to amend the Stock Purchase Agreement, on
the terms and subject to the conditions set forth in this Amendment, such that
certain future payments which may be made by Buyer to Sellers under the Stock
Purchase Agreement shall be made according to a different pro rata division
between Sellers than the pro rata division used for certain payments previously
made by Buyer to Sellers under the Stock Purchase Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, it is hereby agreed among Sellers, Buyer and
the Company as follows:
1.
Adjustment to Sellers' Split of Cash Earn-Out Amount(s) and Determination
of Tax Adjustment
.
Sections 2.2(a)(vi)
and
6.3(f)(i)(c)
of the Stock Purchase Agreement are hereby amended by substituting "Modified
Pro Rata Share" for each instance of "Pro Rata Share" contained therein.
2.
Adjustment to Sellers' Split of Buyer Earn-Out Shares
.
Section 2.2(a)(v)
of the Stock Purchase Agreement is hereby amended and restated in its entirety
to read as follows:
"(v)
Earn-Out
Shares
. If and only if the EBIT of
the Company for the twelve-month period ended March 31, 2007 as finally
and conclusively determined in accordance with Section 2.2(b) is equal to
or greater than $325,000, then on May 1, 2007, Buyer (A) shall
deliver to Mauro an aggregate number of shares of Buyer Common (the "
Mauro
Earn-Out Shares
") equal to 161,200 and (B) shall deliver to Adia an
aggregate number of shares of Buyer Common (the "
Adia Earn-Out Shares
",
and together with the Mauro Earn-Out Shares, the "
Buyer Earn-Out Shares
";
and the Buyer Earn-Out Shares together with the Buyer Closing Shares, the "
Buyer
Shares
") equal to 86,800;"
1
3.
New Definitions - "Modified Pro Rata Share"
.
Annex 1
of the Stock Purchase Agreement is hereby amended by adding the following new
definition, in its proper alphabetic order:
" '
Modified Pro Rata Share
' as used in this
Agreement with respect to the Sellers shall mean sixty-five percent (65%) with
respect to Mauro and thirty-five percent
(35%) with respect to Adia".
4.
Reference to and Effect on Stock Purchase Agreement
.
Except as amended hereby, the Stock Purchase Agreement shall remain in
full force and effect in accordance with its terms. On and after the date hereof, each reference in
the Stock Purchase Agreement to "this Agreement", "hereunder", "hereof", "hereto",
"herein", or words of like import referring to the Stock Purchase Agreement
shall mean and be a reference to the Stock Purchase Agreement as amended by
this Amendment.
5.
Execution in Counterparts; Facsimile
. This Amendment
may be executed in two or more counterparts and via facsimile, each of which
shall be considered an original instrument, but all of which shall be
considered one and the same agreement, and shall become binding when one or
more counterparts have been signed by each of the parties hereto and delivered
to Sellers, Buyer and Parent.
6.
Governing Law
. This Amendment shall be
governed by and construed in accordance with the internal laws (as opposed to
the conflicts of law provisions) of the State of California.
[SIGNATURE PAGE
FOLLOWS]
2
IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to Stock Purchase Agreement to
be executed and delivered as of the day and year first above written.
SELLERS:
JOSEPH MAURO, an
individual
VALENTIN ADIA,
an individual
COMPANY:
TERAGENIX
CORPORATION,
a Florida
corporation
By:
Name:
Title:
BUYER:
HEMACARE
CORPORATION,
a California
corporation
By:
Name:
Title:
S-1

text: HemaCare Corporation

text: Teragenix Corporation

text:
TERAGENIX
CORPORATION

text:
HEMACARE
CORPORATION


text:
EX-99.1
4
a12-29440_2ex99d1.htm
EX-99.1
Exhibit 99.1
PRESS
RELEASE
NRG and GenOn Complete Merger, Creating Nation's
Largest Competitive Power Generator
-Combined company has about 47,000 megawatts of generating capacity comprised of
nearly 100 generating facilities in 18 states -
PRINCETON, NJ; and HOUSTON; December 14, 2012 - NRG Energy, Inc. (NYSE: NRG) and GenOn Energy, Inc. (NYSE: GEN) have completed their merger effective today, creating the largest competitive power generator in the United States. NRG now has a diverse fleet of almost 100 generation assets with a total capacity of approximately 47,000 megawatts (MW) concentrated in three domestic regions: East, Gulf Coast and West.
"Today, we usher in a new era of scale and scope in the American power industry, creating additional value for our shareholders and enhancing our ability to serve our growing retail energy customer base with safe, affordable and reliable power", said David Crane, NRG's President and CEO.
In connection with the consummation of the merger, GenOn Energy stockholders will receive a fixed ratio of 0.1216 shares of NRG common stock for each share of GenOn common stock, except that cash will be paid in lieu of fractional shares. GenOn common stock will cease being traded prior to the market opening Monday, Dec. 17, and will no longer be listed on the New York Stock Exchange.
With the merger completed, NRG is now dual headquartered, with financial and commercial headquarters in Princeton and operational headquarters in Houston. The combined fleet of conventional and renewable power generation facilities produced more than 104 terawatt-hours (TWh) of electricity in 2011 and can supply nearly 40 million homes.
About NRG Energy
NRG is at the forefront of changing how people think about and use energy. We deliver cleaner and smarter energy choices for our customers, backed by the nation's largest independent power generation portfolio of fossil fuel, nuclear, solar and wind facilities. A Fortune 300 company, NRG is challenging the U.S. energy industry by becoming the largest developer of solar power, building the first privately-funded electric vehicle charging infrastructure, and providing customers with the most advanced smart energy solutions to better manage their energy use. In addition to 47,000 megawatts of generation capacity, enough to supply nearly 40 million homes, our retail electricity providers - Reliant, Green Mountain Energy and Energy Plus - serve more than two
million customers. More information is available at www.nrgenergy.com. Connect with NRG Energy on Facebook and follow us on Twitter @nrgenergy.
Forward Looking Statements
In addition to historical information, the information presented in this communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as "may", "will", "should", "could", "objective", "projection", "forecast", "goal", "guidance", "outlook", "expect", "intend", "seek", "plan", "think", "anticipate", "estimate", "predict", "target", "potential" or "continue" or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the transaction between NRG and GenOn, the combined company's future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, and economic and market conditions.
Forward-looking statements are not a guarantee of future performance and actual events or results may differ materially from any forward-looking statement as result of various risks and uncertainties, including, but not limited to, those relating to: impact of the transaction on relationships with customers, suppliers and employees, the ability to finance the combined business post-closing and the terms on which such financing may be available, the financial performance of the combined company following completion of the transaction, the ability to successfully integrate the businesses of NRG and GenOn, the ability to realize anticipated benefits of the transaction (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, legislative, regulatory and/or market developments, the outcome of pending or threatened lawsuits, regulatory or tax proceedings or investigations, the effects of competition or regulatory intervention, financial and economic market conditions, access to capital, the timing and extent of changes in law and regulation (including environmental), commodity prices, prevailing demand and market prices for electricity, capacity, fuel and emissions allowances, weather conditions, operational constraints or outages, fuel supply or transmission issues, hedging ineffectiveness.
Additional information concerning other risk factors is contained in NRG's and GenOn's most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings.
Many of these risks, uncertainties and assumptions are beyond NRG's ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made, and NRG does not undertake any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication. All subsequent written and oral forward-looking statements concerning NRG, the transaction, the combined company or other matters and attributable to NRG or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
# # #
Media:
Investors:
Lori Neuman
Chad Plotkin
609.524.4525
609.524.4526
Dave Knox
Stefan Kimball
713.537.2130
609.524.4527
David Gaier
609.524.4529

text: NRG

text: GenOn

text: NRG Energy, Inc.

text: NRG

text: GenOn Energy, Inc.

text: NRG

text: NRG

text: GenOn Energy

text: NRG

text: GenOn

text: GenOn

text: NRG

text: NRG

text: NRG

text: NRG

text: GenOn

text: NRG

text: GenOn

text: NRG

text: GenOn

text: NRG

text: NRG

text: NRG

text: NRG


text:
EX-99.1
13
l09401aexv99w1.txt
EXHIBIT 99.1
EXHIBIT 99.1
[RHDONNELLEY LOGO]
NEWSrelease
CONTACT:
James M. Gruskin
800/497-6329
R.H. DONNELLEY COMPLETES ACQUISITION OF SBC COMMUNICATIONS'
DIRECTORY PUBLISHING BUSINESS IN ILLINOIS AND NW INDIANA
CARY, N.C., September 1, 2004 -- R.H. Donnelley Corporation (NYSE:RHD) today
announced that it has completed the acquisition of SBC Communications Inc.'s
(NYSE: SBC) directory publishing business in Illinois and Northwest Indiana, for
$1.41 billion in cash, after working capital adjustments and the settlement of a
$30 million liquidation preference related to the DonTech partnership. As part
of the transaction, RHD has also acquired SBC's interest in DonTech, the
partnership for local sales into the Illinois and Northwest Indiana SBC yellow
pages. Under the terms of the transaction, RHD received a 50-year exclusive
license to publish SBC-branded directories in Illinois and Northwest Indiana.
RHD and SBC also signed a separate five-year agreement under which RHD will sell
local advertising onto SMARTpages.com in Illinois and Northwest Indiana. RHD now
controls and publishes 389 yellow page directories serving 260,000 local and
national advertisers.
"This transaction completes our transformation into a fully integrated yellow
pages publishing and directional media company and gives us control over all of
our assets", said David C. Swanson, RHD's Chairman and Chief Executive Officer.
"As owner-operators, we will be able to fully leverage our experienced
management team to direct all aspects of our business, and expect to capitalize
on market opportunities in Illinois using the same business processes that have
succeeded in our Sprint operations".
The acquired business will be integrated into Donnelley Media alongside the
former Sprint Publishing and Advertising business acquired last year. Donnelley
Media is led by industry veteran Peter J. McDonald, who also directed the
integration of the Sprint directory publishing business. Prior to re-joining RHD
in 2002, McDonald was President of SBC Directory Operations and also served as
President of DonTech, RHD's partnership in Illinois with SBC, in the mid-1990s.
ABOUT R.H. DONNELLEY
R.H. Donnelley is a leading yellow pages publisher and directional media
company. Directional media is where consumers go to find who sells the goods and
services they are ready to purchase. R.H. Donnelley publishes approximately 260
directories under the Sprint Yellow Pages(R) brand in 18 states, with major
markets including Las Vegas, Orlando, and Lee County, Florida. The Company also
offers online city guides and search web sites in these major markets under the
Best Red Yellow Pages brand at www.bestredyp.com. In addition, R.H. Donnelley
also publishes 129 SBC directories under the SBC(R) Yellow Pages brand in
Illinois and Northwest Indiana. R.H. Donnelley serves more than 260,000 local
and national advertisers. For more information, please visit R.H. Donnelley at
www.rhd.com.
Safe Harbor Provision
Certain statements contained in this press release regarding R.H. Donnelley's
future operating results or performance or business plans or prospects and any
other statements not constituting historical fact are "forward-looking
statements" subject to the safe harbor created by the Private Securities
Litigation Reform Act of 1995. Where possible, the words "believe", "expect,"
"anticipate", "should", "will", "planned", "estimated", "potential", "goal,"
"outlook", and similar expressions, as they relate to R.H. Donnelley or its
management, have been used to identify such forward-looking statements.
Regardless of any identifying phrases, these statements and all other
forward-looking statements reflect only R.H. Donnelley's current beliefs and
assumptions with respect to future business plans, prospects, decisions and
results, and are based on information currently available to R.H. Donnelley.
Accordingly, the statements are subject to significant risks, uncertainties and
contingencies which could cause R.H. Donnelley's actual operating results,
performance or business plans or prospects to differ materially from those
expressed in, or implied by, these statements. Such risks, uncertainties and
contingencies are described in detail in Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Company's Annual Report on
Form 10-K for the year ended December 31, 2003, as well as the Company's other
periodic filings with the Securities and Exchange Commission, and in summary and
without limitation include the following: (1) our ability to meet our
substantial debt service obligations; (2) restrictive covenants under the terms
our debt and convertible preferred stock agreements; (3) usage of print yellow
pages directories and changes in technology; (4) competition in the yellow pages
industry and other competitive media; (5) our ability to successfully integrate
the business recently acquired from SBC; (6) reliance on and extension of credit
to small- and medium-sized businesses; (7) dependence on third party providers
of printing, distribution and delivery services and the sale of advertising to
national accounts; (8) general economic conditions and consumer sentiment in our
markets; and (9) fluctuations in the price and availability of paper.

text: R.H. DONNELLEY

text: SBC COMMUNICATIONS

text: R.H. Donnelley Corporation

text: RHD

text: SBC Communications Inc.

text: DonTech

text: RHD

text: DonTech

text: RHD

text: RHD

text: RHD

text: RHD

text: RHD

text: RHD

text: DonTech

text: RHD

text: R.H. DONNELLEY

text: R.H. Donnelley

text: R.H. Donnelley

text: R.H. Donnelley

text: R.H. Donnelley

text: R.H. Donnelley

text: R.H. Donnelley

text: R.H. Donnelley

text: R.H. Donnelley

text: R.H. Donnelley

text: R.H. Donnelley


text:
EX-99.1
8
v099664_ex99-1.htm
Exhibit
99.1
MSGI
Security Solutions Expands Wireless Product Offerings Through Significant
Minority Investment in Current Technology Corporation's Proprietary GPS Asset
Tracking Platform. Funding Provided Through Above Market Series H Preferred
Investment in MSGI.
NEW
YORK, NY - January 11, 2008
- MSGI
Security Solutions Inc. (OTCBB: MSGI) "MSGI" today announced an expansion of its
mission critical wireless product offerings by taking a significant minority
investment in Current Technology Corporation (OTCBB: CRTCF). Current Technology
recently entered into a binding agreement to acquire a 51% stake in Celevoke,
Inc., developers of a proprietary GPS asset-tracking platform hosting a variety
of marquee clients including General Electric, Travelers Group, CrimeStopper,
News Corp., Tracell and many others. Development under the Current
Technology/Celevoke agreement is expected to commence February 1,
2008.
MSGI
acquired 25 million shares of common stock of Current Technology at $0.10 per
share and warrants to acquire 25 million additional shares at $0.15 per share.
Current Technology had 103,892,023 shares issued and outstanding as of January
1, 2008. As part of the strategic investment, Current Technology has agreed
to
outsource 25% of its GPS Asset-tracking business to MSGI effective immediately
for a period of three years. MSGI will also be granted by Celevoke a
non-exclusive worldwide license and an exclusive license in the US intelligence,
military and commercial security sectors. MSGI is entitled to appoint one member
on the Current Technology Board of Directors.
Celevoke
is poised to become a market leader in the projected $38.3 billion (by 2011)
global market for Telematics (according to ABI Research), which is the
integrated use of telecommunications and informatics. More specifically, it
is
the science of sending, receiving and storing information wirelessly via
telecommunication devices. Celevoke has integrated Telematics and Global
Positioning Systems (GPS) with sensing technology. This proprietary suite of
software products enables users to remotely monitor, track, control and protect
a wide variety of asset classes. Examples include people, automobiles and
trucks, shipping containers and covert vehicles used for law enforcement and
intelligence gathering. In 2005, Celevoke acquired the assets of San Francisco
based Televoke, Inc.; a telematics pioneer backed by Softbank Venture Capital,
Cardinal Venture Capital, W.I. Harper Group and others, representing more than
$15 million in funding. These assets provided the foundation for Celovoke's
development of patented technology utilized today by Celevoke's many
clients.
On
January 10, 2008, MSGI closed a Series H Preferred Stock and Warrant financing
raising a gross amount of $5 million, of which $2 million was received by MSGI
and $3 million was deposited with a large commercial bank as collateral for
a
letter of credit issued for the benefit of MSGI in support of the put option.
The shares of preferred stock were sold at $1.00 per share with 100% warrant
coverage exercisable at $2.50 per share. The preferred instrument grants
investors a put option to sell shares of Common Stock back to MSGI following
the
six month anniversary of the Closing Date, however, MSGI may provide investors
with notice to terminate the put when MSGI common stock is trading at certain
minimum levels. For example, if MSGI's stock is trading at $2.00 per share for
any twenty consecutive trading days during the period between the six-month
and
one year anniversary of the Closing Date, MSGI may provide a put termination
notice to investors. The preferred instrument does not pay dividends.
This
Preferred financing amends and entirely replaces the warrant instruments, which
were reported on Form 8-K on January 10, 2007.
Midtown
Partners acted as the exclusive agent on the financing.
Jeremy
Barbera CEO of MSGI said, "We have been developing proprietary wireless
solutions for real-time protection since entering the homeland security sector
several years ago and find the Current Technology/Celevoke team to be a
remarkable strategic extension of our business. MSGI is about the mitigation
of
risk - the effort to reduce loss of life and property by lessening the impact
of
disasters or preventing them entirely. We expect this transaction to be both
revenue and margin enhancing. The company plans to review guidance and establish
improved estimates for 2008 based on the expectations derived from our new
venture."
Chuck
Allen, CEO of Celevoke commented, "Speaking as a veteran of the telematics and
GPS industry with more than a decade of pioneering experience, I am very pleased
to lead this exciting new partnership between Celevoke, Current Technology
and
MSGI. I believe the timing is perfect. After years of steady growth, our
industry has reached an inflection point and future growth should be
geometric".
Current
Technology CEO Robert Kramer stated, "I believe this new partnership will prove
to be highly synergistic. MSGI brings deep institutional knowledge and
significant high-level industry contacts worldwide. Celevoke's CEO is a
visionary, with the ability to lead the company to new heights. As demonstrated
by our proposal to move the company's domicile from Canada to the United States,
Current Technology is totally committed to Celevoke's future
success."
About
MSGI Security Solutions, Inc.
MSGI
Security Solutions, Inc. is a leading international provider of proprietary
security solutions to commercial and government organizations. MSGI is
developing a combination of innovative emerging businesses that leverage
information and technology with a focus on encryption technologies for
actionable surveillance and intelligence monitoring. The Company is
headquartered in New York City where it serves the needs of counter-terrorism,
public safety, and law enforcement in the United States, Europe, the Middle
East
and Asia. More information on MSGI is available on the company's website at
www.msgisecurity.com
The
disclosure about the foregoing financing does not constitute an offer to sell
or
a solicitation of an offer to buy any securities of the Company. The offer
and
sale of such securities have not been registered under the Securities Act of
1933, and such securities may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
The
information contained in this news release, other than historical information,
consists of forward-looking statements within the meaning of Section 27A of
the
Securities Act and Section 21E of the Exchange Act. These statements may involve
risks and uncertainties that could cause actual results to differ materially
from those described in such statements. Although the Company believes that
the
expectations reflected in such forward-looking statements are reasonable, it
can
give no assurance that such expectations will prove to have been correct.
Important factors, including general economic conditions, spending levels and
other factors could cause actual results to differ materially from the Company's
expectations
.

text:
MSGI
Security Solutions

text: Current Technology Corporation

text:
MSGI
Security Solutions Inc.

text: Current Technology Corporation

text: Current Technology

text: Current Technology

text: Current Technology

text: Current Technology

text: Current Technology

label: fund

text: Softbank Venture Capital

text: Cardinal Venture Capital

text: W.I. Harper Group

text:
Midtown
Partners

override: organization

text:
Jeremy
Barbera

text:
Chuck
Allen

text: Current Technology

text:
Current
Technology

text: Current Technology

text: MSGI Security Solutions

text:
MSGI
Security Solutions