dataset: buster

text:
EX-99.1
3
v422040_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Black
Diamond Completes Sale of POC to Investcorp for $65 Million
SALT LAKE CITY, Utah - October 8, 2015
-
Black Diamond, Inc. (NASDAQ: BDE) (the "Company" or "Black Diamond"), a global leader of innovative active
outdoor performance equipment and apparel, has completed the sale of its equity interest in POC for $65.0 million, subject to customary
purchase price adjustments, to Investcorp, a global provider and manager of alternative investment products.
For the twelve months ended December 31, 2014, POC recorded
sales of approximately $34.8 million, implying a revenue multiple of approximately 1.9x. Black Diamond originally acquired POC
in July 2012 for approximately $44.9 million.
The divestiture completes the Company's strategic review
process initiated in March 2015. Black Diamond plans to maximize shareholder value by focusing its attention on the profitability
of both the Black Diamond Equipment and PIEPS brands while redeploying the proceeds of the sale to potentially unrelated and diversifying
investments. The Company will provide a full strategic and financial update on its third quarter earnings call in early November
2015.
Black Diamond expects to realize net proceeds of approximately
$60.0 million after purchase price adjustments, fees, expenses and taxes. Post-transaction, the Company expects to have approximately
$100.0 million in cash, $22.6 million in debt and around $167.0 million in net operating loss carryforwards.
"We would like to thank all of our employees and partners
for their work in building POC into one of the most innovative, fastest-growing and hottest brands in the action sports protective
gear market", said Peter Metcalf, CEO of Black Diamond. "We are proud of the reputation POC has built around safety
and protection for gravity sport athletes, and are also confident in its bright future under Investcorp's portfolio, which
includes Dainese, the most recognized and respected brand for safety and quality in dynamic sports markets".
Rothschild Inc. and Robert W. Baird & Co. served as financial
advisors, and Kane Kessler, P.C. served as legal advisor to Black Diamond for the divestiture and strategic review process.
About Black Diamond, Inc.
Black Diamond, Inc. is a global leader in designing, manufacturing
and marketing innovative active outdoor performance equipment and apparel for climbing, mountaineering, backpacking, skiing and
a wide range of other year-round outdoor recreation activities. The Company's principal brands, Black Diamond® and PIEPS™,
are iconic in the active outdoor industry and linked intrinsically with the modern history of these sports. Black Diamond is synonymous
with performance, innovation, durability and safety that the outdoor and action sport communities rely on and embrace in their
active lifestyle. Headquartered in Salt Lake City at the base of the Wasatch Mountains, the Company's products are created and
tested on some of the best alpine peaks, slopes, crags, roads and trails in the world. These close connections to the Black Diamond
lifestyle enhance the authenticity of the Company's brands, inspire product innovation and strengthen customer loyalty. Black Diamond's
products are sold in approximately 50 countries around the world. For additional information, please visit the Company's websites
at
www.blackdiamond-inc.com
,
www.blackdiamondequipment.com
, or
www.pieps.com
.
Page
1
of
2
About Investcorp
Investcorp is a leading provider and manager of alternative
investment products and is publicly traded on the Bahrain Bourse (INVCORP). The Investcorp Group has offices in Bahrain, New York,
London, Saudi Arabia and Abu Dhabi. Investcorp has three business areas: corporate investment in the U.S., Europe and the Gulf,
real estate investment in the U.S and global hedge funds. As at June 30, 2015, the Investcorp Group had $10.6 billion in total
assets under management ("AUM"), including assets managed by third party managers where Investcorp receives fees calculated
on the basis of AUM. Further information is available at
www.investcorp.com
.
Forward-Looking Statements
Please note that in this press release we may use words such
as "appears", "anticipates", "believes", "plans", "expects", "intends,"
"future", and similar expressions which constitute forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations
and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution
that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied
in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial
condition of the Company to differ materially from those expressed or implied by forward-looking statements in this release include,
but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting
consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company's
customers; the Company's ability to implement its growth strategy, including its ability to organically grow each of its historical
product lines, its new apparel line and its recently acquired businesses; the Company's ability to successfully integrate and grow
acquisitions; the Company's exposure to product liability or product warranty claims and other loss contingencies; stability
of the Company's manufacturing facilities and foreign suppliers; the Company's ability to protect patents, trademarks and other
intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products; foreign
currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic
risks in international markets. More information on potential factors that could affect the Company's financial results is included
from time to time in the Company's public reports filed with the Securities and Exchange Commission, including the Company's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in
this press release are based upon information available to the Company as of the date of this press release, and speak only as
of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the
date of this press release.
Company Contact:
Warren B. Kanders
Executive Chairman
Tel 1-203-552-9600
warren.kanders@bdel.com
Investor Relations:
Liolios
Cody Slach
Tel 1-949-574-3860
BDE@liolios.com
Page
2
of
2

label: organization

text:
Black
Diamond

text: POC

text: Investcorp

text: Black Diamond, Inc.

text: Black Diamond

text: POC

text: Investcorp

text: POC

text: Black Diamond

text: POC

text: Black Diamond

text: Black Diamond

text: Black Diamond

text: POC

label: person

text: Peter Metcalf

text: Black Diamond

text: POC

text: Investcorp

text: Rothschild Inc.

text: Robert W. Baird & Co.

text: Kane Kessler, P.C.

text: Black Diamond

text: Black Diamond, Inc.

text: Black Diamond, Inc.

text: Black Diamond

text: Black Diamond

text: Black Diamond

text: Black Diamond

text: Investcorp

text: Investcorp

text: Investcorp

text: Investcorp

text: Investcorp

text: Investcorp

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
d248592dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Bioventus
4721 Emperor Blvd.,
Suite 100
Durham, NC 27703
USA
NEWS
Bioventus
Completes the Acquisition
of Misonix
DURHAM, NC - October
29, 2021 -
Bioventus Inc
. (Nasdaq: BVS) ("Bioventus" or the "Company"), a
global leader in innovations for active healing, has completed the acquisition of Misonix, Inc. ("Misonix"), a provider of minimally invasive therapeutic ultrasonic technologies and regenerative medicine that are designed to enhance
clinical outcomes, for cash and common stock. Pursuant to the terms of the merger agreement, Misonix has become a wholly owned subsidiary of Bioventus.
As of the effective time of the transaction, Misonix stockholders have the right to receive either (i) 1.6839 shares of Bioventus class A common stock or (ii)
$28.00 in cash, without interest, for each share of Misonix common stock they hold, subject to proration based on an aggregate maximum cash amount payable by Bioventus equal to $10.50 per share of Misonix common stock outstanding shortly prior to
the completion of the transaction.
The completed transaction creates a high growth medical device company that will conduct business as Bioventus Inc.
With a $15B total addressable market and the ability to gain significant market share across multiple surgical applications as well as wound healing the combined organization can deliver consistent double digit revenue growth. The acquisition is
directly aligned with Bioventus' mission of delivering innovations for active healing to patients and providers. The deal also furthers the Company's strategy of accelerated revenue growth through acquisitions that leverage the
Company's existing infrastructure. Together the Company will have a significant sales force focused across surgical applications in spinal fusion, neurosurgery of the cranium and wound treatments including diabetic foot ulcers.
"The commercial reach of the new Bioventus is significantly broader, deeper and even more global. The acquisition has significant revenue growth
opportunities via sales call point synergies that we share with Misonix including spinal and lower extremity surgeons. We expect it will accelerate the adoption of the recently launched neXus
®
platform used to facilitate ultrasonic procedures across spinal decompressions using the BoneScalpel
®
, SonaStar
®
for tumor ablation in
the cranium and SonicOne
®
for tissue debridement in chronic wounds. Leading wound products including TheraSkin
®
will now be available
to the entire customer continuum from the office to the wound centers", said Ken Reali, CEO, Bioventus. "The combination with Misonix allows us to go deeper with our customer base leveraging our infrastructure and benefiting patients,
physicians, surgeons as well as our more than 1,200 employees worldwide".
Governance
Stavros Vizirgianakis and Patrick Beyer, each of whom were members of Misonix's Board of Directors, have joined the Bioventus Board of Directors as of the
closing of the transaction.
About Bioventus
Bioventus delivers clinically proven, cost-effective products that help people heal quickly and safely. Its mission is to make a difference by helping patients
resume and enjoy active lives. The Innovations for Active Healing from Bioventus include offerings for pain treatment, restorative therapies and surgical solutions. Built on a commitment to high quality standards, evidence-based medicine and strong
ethical behavior, Bioventus is a trusted partner for physicians worldwide. For more information, visit
www.bioventus.com
, and follow the Company on
Linked
In and
Twitter
. Bioventus and the Bioventus logo, are registered
trademarks of Bioventus LLC. BoneScalpel, SonaStar, SonicOne and neXus are registered trademarks of Misonix, Inc. TheraSkin
®
is a registered trademark of Soluble Systems, LLC.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate
to matters of historical fact should be considered forward-looking statements, including, without limitation, statements concerning Bioventus's future growth and strategy and the benefits of the Misonix acquisition. In some cases, you can
identify forward-looking statements by terminology such as "aim", "anticipate", "assume", "believe", "contemplate", "continue", "could", "due", "estimate,"
"expect", "goal", "intend", "may", "objective", "plan", "predict", "potential", "positioned", "seek", "should", "target,"
"will", "would" and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements
contain these words. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause actual results to differ materially from those contemplated in this press
release include, but are not limited to, the adverse impacts on our business as a result of the
COVID-19
pandemic; our dependence on a limited number of products; our ability to develop, acquire and
commercialize new products, line extensions or expanded indications; the continued and future acceptance of our existing portfolio of products and any new products, line extensions or expanded indications by physicians, patients, third-party payers
and others in the medical community; our ability to differentiate the hyaluronic acid ("HA") viscosupplementation therapies we own or distribute from alternative therapies for the treatment of osteoarthritic; the proposed
down-classification of
non-invasive
bone growth stimulators, including our Exogen system, by the U.S. Food and Drug Administration ("FDA"); our ability to achieve and maintain adequate levels of
coverage and/or reimbursement for our products, the procedures using our products, or any future products we may seek to commercialize; our ability to recognize the
benefits of our investments; our ability to complete acquisitions or successfully integrate new businesses, products or technologies in a cost-effective and
non-disruptive
manner, including the Misonix acquisition; competition against other companies; the negative impact on our ability to market our HA products due to the reclassification of HA products from
medical devices to drugs in the United States by the FDA; our ability to attract, retain and motivate our senior management and qualified personnel; our ability to continue to research, develop and manufacture our products if our facilities are
damaged or become inoperable; failure to comply with the extensive government regulations related to our products and operations; enforcement actions if we engage in improper claims submission practices or in improper marketing or promotion of our
products; the FDA regulatory process and our ability to obtain and maintain required regulatory clearances and approvals; failure to comply with the government regulations that apply to our human cells, tissues and cellular or tissue-based products;
the clinical studies of any of our future products that do not product results necessary to support regulatory clearance or approval in the United States or elsewhere; and the other risks identified in the Risk Factors section of the Company's
public filings with the Securities and Exchange Commission ("SEC"), including Bioventus's Annual Report on Form
10-K
for the period ended December 31, 2020, as updated by Bioventus's
Quarterly Report on Form
10-Q
for the period ended July 3, 2021 and as such factors may be updated from time to time in Bioventus' other filings with the SEC, which are accessible on the SEC's
website at www.sec.gov and the Investor Relations page of Bioventus' website at ir.bioventus.com. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking
statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company's business.
Media Contact:
Thomas Hill
Bioventus
919-474-6715
thomas.hill@bioventus.com
Investor Inquiries:
Dave Crawford
Bioventus
919-474-6787
dave.crawford@bioventus.com

text: Bioventus

text: Bioventus

text: Misonix

text:
Bioventus Inc
.

text: Bioventus

text: Misonix, Inc.

text: Misonix

text: Misonix

text: Bioventus

text: Misonix

text: Bioventus

text: Misonix

text: Bioventus

text: Misonix

text: Bioventus

text: Bioventus

text: Misonix

text: Ken Reali

text: Bioventus

text: Misonix

text: Misonix

text: Bioventus

text: Bioventus

text: Bioventus

text: Bioventus

text: Bioventus

text: Bioventus

text: Bioventus

text: Bioventus

text: Misonix, Inc.

text: Bioventus

text: Misonix

text: Misonix

text: Bioventus

text: Bioventus

text: Bioventus

text: Bioventus

text: Bioventus

text: Bioventus


text:
EX-99.1
6
edsa_ex991.htm
PRESS RELEASE
edsa_ex991
Exhibit
99.1
Edesa Biotech and Light Chain Bioscience Sign License Agreement to
Develop Treatments for COVID-19 Pneumonia and Other
Disorders
TORONTO, ON / ACCESSWIRE / April 20, 2020 /
Edesa Biotech,
Inc. (NASDAQ:EDSA), a clinical-stage biopharmaceutical company,
today announced a strategic agreement with Light Chain Bioscience
(a brand of NovImmune SA), a leading Swiss pharmaceutical
development company, for an exclusive worldwide license to develop
and commercialize two Phase 2-ready biologic drug candidates for
all therapeutic, prophylactic and diagnostic
applications.
The
monoclonal antibodies licensed from Light Chain Bioscience block
certain signaling proteins, known as TLR4 and CXCL10. These
molecules are associated with a broad range of diseases, including
infectious diseases. Edesa plans to pursue the development of these
signaling molecules as potential treatments for acute respiratory
distress syndrome and lung injury resulting from viral respiratory
infections, such as the coronavirus that causes COVID-19, and other
disorders.
Par
Nijhawan, MD, Chief Executive Officer of Edesa, said that the
company's work has been made more urgent by the COVID-19 crisis.
"While we originally sought these assets primarily for use in
indications in line with our strategic focus areas, there is
compelling data that these drug candidates could help regulate the
exaggerated immune response that causes acute injury to the
respiratory tract in patients with coronavirus pneumonia and other
respiratory infections".
Dr.
Nijhawan noted that the administration of TLR4 and CXCL10
antagonists have been demonstrated to rescue mice from lethal
influenza infection and ameliorate virus-induced acute lung injury.
"With human safety data available and the lead drug already
manufactured, we are preparing regulatory applications for clinical
studies and plan to seek expedited government approval and support,
including potential non-dilutive funding", he said.
In
consideration for the late-stage clinical assets, Edesa will issue
to Light Chain Bioscience Series A-1 Convertible Preferred Shares
at an agreed value of $2.5 million with a fixed conversion price
and, subject to meeting certain business and clinical milestones,
provide near-term consideration of up to $6.0 million for drug
product inventory and other milestone fees. Edesa will be
responsible for development, product registration and
commercialization. Light Chain Bioscience will be eligible to
receive up to $363.5 million in aggregate development, approval and
commercial sales milestone payments and other consideration. Light
Chain Bioscience is also eligible to receive royalties based on
sales. During the term of the agreement, Edesa has the option to
purchase the assets.
"Light
Chain Bioscience has been at the forefront of antibody development
technology for the last two decades and is a world leader in
antibody engineering, and we are pleased to have been able to
identify and in-license two potential best-in-class biologics for
use in a broad range of therapeutic areas. As we learned more about
these assets we were excited to recognize their potential
application for acute respiratory distress syndrome and lung
injury", said Dr. Nijhawan. "Our strategic agreement with Light
Chain Bioscience is structured to allow us to rapidly advance these
experimental therapies into the clinic while minimizing immediate
cash outlays".
Light
Chain Bioscience's Chief Executive Officer Nicolas Fischer
commented, "This global agreement with Edesa provides further
validation of our unique expertise in the discovery and development
of antibody-based therapeutics. We believe that the scientific
rationale behind Edesa's therapeutic targets are sound and the
company is well positioned to advance these assets and unlock their
therapeutic potential".
About COVID-19 Acute Respiratory Distress Syndrome
(ARDS)
Nearly
all serious cases of COVID-19 feature rapidly progressive
pneumonia, diffuse alveolar damage, severe acute respiratory
distress syndrome, respiratory failure and fibrosis. As in other
viral pneumonia, the infection causes inflammation and injury to
the respiratory tract as a result of direct viral injury and, often
to a greater extent, from an exaggerated innate immune response.
According to evolving data the current global pandemic, the most
common cause of death in COVID-19 patients is ARDS.
About Edesa Biotech, Inc.
Edesa Biotech, Inc.
(Nasdaq: EDSA) is a clinical-stage
biopharmaceutical company focused on efficiently developing
innovative treatments that address significant unmet medical needs.
Edesa's lead product candidate, EB01, is a novel non-steroidal
anti-inflammatory molecule (sPLA2 inhibitor) for the treatment of
chronic allergic contact dermatitis which has demonstrated
statistically significant improvements in multiple clinical
studies. A Phase 2b clinical study of EB01 was initiated in October
2019. Edesa also intends to expand the utility of its sPLA2
inhibitor technology, which forms the basis for EB01, across
multiple indications and expand its portfolio with assets that can
drive long-term growth opportunities. The company is based in
Markham, Ontario, Canada, with U.S. offices in Southern
California.
About Light Chain Bioscience
Light
Chain Bioscience is a brand of NovImmune SA, a privately held Swiss
pharmaceutical development company focused on the discovery and
development of therapies based on bispecific and multi-specific
antibody formats. Since 1998 the company has brought seven
monoclonal antibodies to clinical development stage, one of which,
Emapalumab, a monoclonal antibody that binds and neutralizes
interferon gamma, was approved by the FDA in 2018. In 2019, Swedish
Orphan Biovitrum AB, acquired NovImmune's Emapalumab business for
US$519 million. Since the successful divestment of Emapalumab, the
company has focused on its bispecific technology to build a
pipeline of multispecific antibodies under its Light Chain
Bioscience business. For more information, visit
www.lightchainbio.com
Edesa Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements may be identified by the use of
words such as "anticipate", "believe", "plan", "estimate,"
"expect", "intend", "may", "will", "would", "could", "should,"
"might", "potential", or "continue" and variations or similar
expressions, including statements related to the potential value,
success and timing of project milestones as well as disease
treatments of interest. Readers should not unduly rely on these
forward-looking statements, which are not a guarantee of future
performance. There can be no assurance that forward-looking
statements will prove to be accurate, as all such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause actual results or future events to differ
materially from the forward-looking statements. Such risks include:
the ability of Edesa to obtain regulatory approval for or
successfully commercialize any of its product candidates, the risk
that access to sufficient capital to fund Edesa's operations may
not be available or may be available on terms that are not
commercially favorable to Edesa, the risk that Edesa's product
candidates may not be effective against the diseases tested in its
clinical trials, the risk that Edesa fails to comply with the terms
of license agreements with third parties and as a result loses the
right to use key intellectual property in its business, Edesa's
ability to protect its intellectual property and the timing and
success of submission, acceptance and approval of regulatory
filings. Many of these factors that will determine actual results
are beyond the company's ability to control or predict. For a
discussion of further risks and uncertainties related to Edesa's
business, please refer to Edesa's public company reports filed with
the U.S. Securities and Exchange Commission and the British
Columbia Securities Commission. All forward-looking statements are
made as of the date hereof and are subject to change. Except as
required by law, Edesa assumes no obligation to update such
statements.
Contacts
Gary
Koppenjan
Edesa Biotech,
Inc.
(805) 488-2800 ext.
150
investors@edesabiotech.com
Oliver
Eckelmann
Light
Chain Bioscience
+41 22
552 72 00
oliver.eckelmann@lightchainbio.com
SOURCE:
Edesa Biotech

text: Edesa Biotech

text: Light Chain Bioscience

text:
Edesa Biotech,
Inc.

text: Light Chain Bioscience

text: Light Chain Bioscience

text: Light Chain Bioscience

text: Light Chain Bioscience

text:
Light
Chain Bioscience

text:
Light
Chain Bioscience

text:
Light
Chain Bioscience

text:
Light
Chain Bioscience

text: Edesa Biotech, Inc.

text: Edesa Biotech, Inc.

text: Light Chain Bioscience

text:
Light
Chain Bioscience

text:
Swedish
Orphan Biovitrum AB

text: NovImmune's Emapalumab business

text:
Light Chain
Bioscience

text:
Edesa Biotech,
Inc.

text:
Light
Chain Bioscience

text: Edesa Biotech


text:
EX-99.1
2
a15-18218_1ex99d1.htm
EX-99.1
Exhibit 99.1
HERITAGE COMMERCE CORP ANNOUNCES THE COMPLETION OF ITS MERGER WITH FOCUS BUSINESS BANK
San Jose, California. - August 20, 2015. Heritage Commerce Corp (NASDAQ: HTBK, "Heritage") today announced that on August 20, 2015, it completed its previously announced merger of its wholly-owned bank subsidiary Heritage Bank of Commerce with Focus Business Bank ("Focus Bank"). The merger, which was first announced on April 23, 2015, was concluded following receipt of approval from Heritage and Focus Business Bank shareholders and all required regulatory approvals.
As of June 30, 2015, Focus Bank had $408 million in assets, $377 million in deposits, and $189 million in gross loans. The expected combined company will have in excess of $2.0 billion in assets.
Walter T. Kaczmarek, President and Chief Executive Officer of Heritage commented, "We are pleased to announce the completion of our merger with Focus Business Bank, uniting the only two independent banks headquartered in San Jose.
We are excited about the increased capacity and market exposure created from this business combination, and look forward to taking advantage of the resulting opportunities".
Under the terms of the merger agreement, Focus Bank shareholders received a fixed exchange ratio of 1.8235 shares of Heritage common stock in exchange for each share of Focus Bank common stock. Holders of Focus Bank common stock immediately prior to the merger, as a group, own approximately 14.6% of the outstanding shares of the Heritage common stock immediately after the merger. Based on Heritage's closing stock price of $10.68 on August 20, 2015, the merger consideration was valued at approximately $19.47 per Focus Bank share. Immediately prior to the closing, Focus Bank option holders received cash, net of applicable taxes withheld, for the value of their unexercised stock options in an amount equal to the excess over the exercise price per share, if any, of 1.8235 multiplied by $10.94, which was the volume weighted average of the closing prices for shares of Heritage common stock as quoted on the NASDAQ Global Select Market for the twenty consecutive trading days ending on August 13, 2015.
Two independent members of Focus Bank's board of directors were appointed to the board of directors of Heritage and Heritage Bank of Commerce: J. Philip Di Napoli and Julianne Biagini-Komas. In addition, Robert Gionfriddo and Teresa Powell, Focus Bank Executive Vice Presidents, will join Heritage as Executive Vice Presidents.
Richard Conniff, Chairman and Chief Executive Officer of Focus Bank stated, "The Focus Bank and Heritage combination presents an exciting strategic opportunity for our stakeholders. Our teams are working well together to provide for a smooth transition".
Heritage was advised in this transaction by Keefe, Bruyette & Woods, a Stifel Company, as financial advisor and Buchalter Nemer, a professional corporation, as legal counsel. Focus Bank was advised by Sandler O'Neill + Partners, L.P., as financial advisor and Manatt, Phelps & Phillips, LLP, as legal counsel.
About Heritage Commerce Corp And Heritage Bank Of Commerce
Heritage Commerce Corp, a California corporation organized in 1998, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Heritage provides a wide range of banking services through Heritage Bank of Commerce, a wholly-owned subsidiary. Heritage Bank of Commerce is a California state-chartered bank headquartered in San Jose, California and has been conducting business since 1994. Heritage is a multi-community independent bank that offers a full range of commercial banking services to small and medium-sized businesses and their owners and employees. Heritage operates through 11 full service branch offices located in the counties of Santa Clara, Alameda, Contra Costa, and San Benito, which are in the southern and eastern regions of the general San Francisco Bay Area of California. Our market includes the headquarters of a number of technology based companies in the region commonly known as "Silicon Valley." In November 2014, Heritage Bank of Commerce acquired Bay View Funding which provides business essential working capital factoring financing to various industries throughout the United States.
Cautionary Note Regarding Forward-Looking Statements
Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Heritage intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Heritage's ability to predict results, and the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material effect on the operations and future prospects of Heritage, include but are not limited to: (1) the businesses of Heritage and Focus Business may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the merger; (5) changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve; (6) the quality and composition of the loan and securities portfolios; (7) demand for loan products; (8) deposit flows; (9) competition; (10) demand for financial services in the companies' respective market areas; (11) implementation of new technologies; (12) ability to develop and maintain secure and reliable electronic systems; (13) accounting principles, policies, and guidelines, and (14) other risk factors detailed from time to time in filings made by Heritage with the SEC. Heritage undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

text: HERITAGE COMMERCE CORP

text: FOCUS BUSINESS BANK

text: Heritage Commerce Corp

text: Focus Business Bank

text: Focus Business Bank

text: Walter T. Kaczmarek

text: Focus Business Bank

text: Richard Conniff

text: Keefe, Bruyette & Woods

text: Buchalter Nemer

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

override: organization

text: Manatt, Phelps & Phillips, LLP

text: Heritage Commerce Corp

text: Heritage Commerce Corp


text:
EX-99.1
2
tm2030359d9_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Nikola Appoints Bruce Smith to Board
of Directors
PHOENIX, October 29, 2020
- Nikola Corporation
(NASDAQ: NKLA) today announced that it has appointed Bruce Smith as a new independent director.
Smith has more than 30 years of leadership experience in manufacturing
operations, having led numerous companies and has a history of driving business and financial outperformance. He is currently the
Chairman and Chief Executive Officer of Detroit Manufacturing Systems (DMS), a Tier 1 component manufacturer for global automotive
brands with approximately $1 billion in annual revenue. Prior to joining DMS, Smith worked closely with leading private equity
firms and entrepreneurs, holding key executive management positions, including president and CEO of BTM Company, a global leader
of precision engineered tooling and production equipment. Earlier in his career, he served as president and CEO of Elyria &
Hodge Foundries, president and COO of Guilford Mills, president and CEO of automotive supplier Piston Group, and president and
COO of United Plastics Group.
"Bruce is a highly respected and proven leader, and we
are excited to have him join the Nikola Board", said Steve Girsky, Chairman of Nikola's Board of Directors. "With
an unmatched understanding of today's manufacturing landscape, deep financial acumen and proven expertise in overseeing large
operations, he is uniquely qualified to bring fresh perspectives to our diverse Board. We are confident that Bruce's valuable
perspective and insights will help the Board and management team execute on its strategic and business priorities".
"I am pleased to join the Nikola Board of Directors,"
said Smith. "Nikola has a compelling vision for the future of the trucking industry as it executes its strategy to create
an ecosystem integrating next-generation truck technology, hydrogen fueling infrastructure and maintenance. I look forward to partnering
with my fellow Board members and management as we work to deliver on this vision for Nikola and create value for shareholders".
ABOUT NIKOLA CORPORATION:
Nikola Corporation is globally transforming the transportation
industry. As a designer and manufacturer of zero-emission battery-electric and hydrogen-electric vehicles, electric vehicle drivetrains,
vehicle components, energy storage systems, and hydrogen station infrastructure, Nikola is driven to revolutionize the economic
and environmental impact of commerce as we know it today. Founded in 2015, Nikola Corporation is headquartered in Phoenix, Arizona.
For more information, visit www.nikolamotor.com or Twitter @nikolamotor.
SELL-SIDE ANALYST / INSTITUTIONAL INVESTOR INQUIRIES:
Kim Brady
kim.brady@nikolamotor.com
MEDIA CONTACTS:
Nicole Rose
nicole.rose@nikolamotor.com
480-660-6893
Colleen Robar
crobar@robarpr.com
313-207-5960
Tim Lynch / Tim Ragones
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

text: Nikola Corporation

text: Hodge Foundries

text: Guilford Mills

text: Steve Girsky

text: NIKOLA CORPORATION

text: Nikola Corporation

text: Nikola Corporation


text:
EX-99.1
4
a08-16564_1ex99d1.htm
EX-99.1
Exhibit 99.1
Contact: Les Nelson
Director - Investor Relations
(309) 347-9709
Aventine Raises $97.1 Million from
the Sale of Auction Rate Securities
PEKIN,
IL, (June 13, 2008) - Aventine Renewable Energy Holdings, Inc. (NYSE:
AVR), a leading producer, marketer and end-to-end
provider of clean renewable energy, today announced that it has sold all of the
auction rate securities it previously held.
The
Company sold $127.2 million par value of student loan based auction rate
securities to various parties for cash totaling approximately $97.1
million. In its first quarter ended March 31,
2008, the Company had recorded an impairment charge of $21.6 million related to
the remaining auction rate securities it held at March 31, 2008. As a result of the recent sales, the Company will
now record an additional loss on the sale of these securities of $8.5 million
in the second quarter of 2008.
Ronald
H. Miller, Aventine's President and Chief Executive Officer said, "The funds
received from the sale of the auction rate securities will be used to fund plant
construction, which remains an integral part of our growth strategy. We expect to begin ethanol and DDGS
production at our new Aurora, Nebraska and Mt. Vernon, Indiana plants currently
under construction in the first quarter of 2009 as scheduled".
With
the cash raised from the sale of the auction rate securities, and including both
cash on hand and borrowing availability under its liquidity facility as of March 31,
2008, the Company would have had liquidity available to it in excess of $300
million. As of March 31, 2008, the
Company needed approximately $250 million to complete its two new production
facilities. In addition, the Company is
continuing discussions with banks to increase the amount of liquidity available
to it under a revolving asset based loan facility. Existing debt agreements permit the Company
to increase its senior credit facilities by another $75 million, potentially
further strengthening the Company's liquidity position.
About
Aventine
Aventine
is a leading producer, marketer and end-to-end distributor of ethanol to many
leading energy companies in the United States.
Aventine is also a marketer and distributor of biodiesel. In addition to ethanol, Aventine also
produces distillers grains, corn gluten feed, corn germ and brewers'
yeast. Our internet address is
www.aventinerei.com.
Forward
Looking Statements
Certain
information included in this press release may be deemed to be "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. All statements, other than statements of
historical facts, included in this press release, are forward looking
statements. Any forward looking statements
are not guarantees of Aventine's future performance and are subject to risks
and uncertainties that
could
cause actual results, developments and business decisions to differ materially
from those contemplated by such forward looking statements. Aventine disclaims any duty to update any
forward looking statements. Some of the
factors that may cause Aventine's actual results, developments and business
decisions to differ materially from those contemplated by such forward looking
statements include the following:
·
Changes in or elimination of laws, tariffs,
trade or other controls or enforcement practices such as:
·
National,
state or local energy policy;
·
Federal
ethanol and biodiesel tax incentives;
·
Regulation
currently proposed and/or under consideration which may increase the existing
renewable fuel standard and other legislation mandating the usage of ethanol or
biodiesel;
·
State
and federal regulation restricting or banning the use of Methyl Tertiary Butyl
Ether;
·
Environmental
laws and regulations applicable to Aventine's operations and the enforcement
thereof;
·
Changes in weather and general economic
conditions;
·
Overcapacity within the ethanol, biodiesel
and petroleum refining industries;
·
Total United States consumption of gasoline;
·
Availability and costs of products and raw
materials, particularly corn, coal and natural gas;
·
Labor relations;
·
Fluctuations in petroleum prices;
·
The impact on
margins from a change in the relationship between prices received from the sale
of co-products and the price paid for corn;
·
Aventine's or its employees' failure to
comply with applicable laws and regulations;
·
Aventine's ability to generate free cash flow
to invest in its business and service any indebtedness;
·
Limitations and restrictions contained in the
instruments and agreements governing Aventine's indebtedness;
·
Aventine's ability to raise additional
capital and secure additional financing, and our ability to service such debt,
if obtained;
·
Aventine's ability to retain key employees;
·
Liability resulting from actual or potential
future litigation;
·
Competition;
·
Plant shutdowns or disruptions at our plant
or plants whose products we market;
·
Availability of rail cars and barges;
·
Potential decreases in marketing alliance
volumes resulting from the acquisition of marketing alliance partners by our
competitors, the reduction of production capacity or abandonment of announced
projects by marketing alliance partners for economic reasons, the creation of
similar marketing alliances by our competitors and other failures to renew
marketing alliance contracts;
·
Our ability to receive and/or renew permits
to construct and/or commence operations of our proposed capacity additions in a
timely manner, or at all; and
·
Fluctuations in
earnings resulting from increases or decreases in the value of ethanol or
biodiesel inventory
2

text: Les Nelson

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine

text: Aventine


text:
EX-99.1
2
v105020_ex99-1.htm
FOR
IMMEDIATE RELEASE
ICAHN
ENTERPRISES L.P. AND AMERICAN CASINO & ENTERTAINMENT
PROPERTIES
LLC ANNOUNCE CLOSING OF SALE OF NEVADA CASINOS
New
York,
New York. February 21, 2008 - ICAHN ENTERPRISES L.P. ("Icahn Enterprises") and
its subsidiary AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC ("ACEP")
announced today the closing of the acquisition (the "Acquisition") of ACEP,
which held the Stratosphere and three other Nevada gaming properties. The
purchaser was an affiliate of Whitehall Street Real Estate Fund. The Acquisition
closed on February 20, 2008. With the closing of this transaction at a purchase
price of $1.2 billion, Icahn Enterprises has realized a gain in excess of $700
million, before taxes. Pro
forma
for this transaction Icahn Enterprises will have in excess of approximately
$4.0
billion to pursue opportunities to enhance unitholder value.
In
connection with the closing of the Acquisition, Icahn Enterprises and ACEP
also
announced that ACEP has accepted for payment and has repaid all of its
outstanding 7.85% Senior Secured Notes due 2012, which were tendered pursuant
to
ACEP's previously announced tender offer and consent solicitation. In addition,
ACEP has repaid in full all amounts outstanding, and terminated all commitments,
under its credit facility with Bear Stearns Corporate Lending Inc., as
administrative agent, and the other lenders thereunder.
ABOUT
ICAHN ENTERPRISES L.P.
Icahn
Enterprises, a master limited partnership, is a diversified holding company
engaged in four primary business segments: Investment Management, Metals, Real
Estate and Home Fashion. For more information, please visit the company's
website at www.IcahnEnterprises.com.
ABOUT
AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
ACEP
owns
and operates four gaming and entertainment properties in southern Nevada. The
four properties are the Stratosphere Casino Hotel & Tower, which is located
on the Las Vegas Strip and caters to visitors to Las Vegas, two off-Strip
casinos, Arizona Charlie's Decatur and Arizona Charlie's Boulder, which cater
primarily to residents of Las Vegas and the surrounding communities, and the
Aquarius Casino Resort which caters to visitors to Laughlin. For more
information, please visit the company's website at www.acepllc.com.
CAUTIONARY
STATEMENTS
This
press release contains certain forward-looking statements regarding future
circumstances. These forward-looking statements are subject to risk and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements, including in particular the
risks and uncertainties described in each of Icahn Enterprise's and ACEP's SEC
filings. Neither Icahn Enterprises nor ACEP undertakes any obligation to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof.
Media
Contact:
Andy
Skobe
Interim
Chief Financial Officer
Icahn
Enterprises L.P.
(646)
861-7551

text:
ICAHN
ENTERPRISES L.P.

text: ICAHN ENTERPRISES L.P.

text: ACEP

text: ACEP

label: fund

text: Whitehall Street Real Estate Fund

override: fund

text: ACEP

text: ACEP

text: ACEP

text: ACEP

text: ICAHN ENTERPRISES L.P.

text: ACEP

text: ACEP

text: ACEP

text:
Andy
Skobe
Interim

text:
Icahn
Enterprises L.P.


text:
EX-99.1
4
v211648_ex99-1.htm
EXHIBIT
99.1
HealthWarehouse.com
Acquires Online Division of Hocks Pharmacy
Acquisition
should add approximately $4.8 million in annual revenue
CINCINNATI,
February 15, 2011 - HealthWarehouse.com, Inc. (OTC Bulletin Board: HEWA),
a leading retail
mail-order pharmacy, today announced that it has consummated two separate
transactions to acquire all the online assets of Hock Pharmacy, an online
reseller of over-the-counter medications, diabetics supplies, and medical
equipment, and merge with a newly formed subsidiary of Hocks
Pharmacy.
"The
combination will bring together two companies committed to providing great
customer service and affordable prices on medications to the consumer", said
Lalit Dhadphale, President & CEO of HealthWarehouse.com.
"HealthWarehouse.com
shares our commitment to the customer", said Dominic Bartone, Founder &
President of Hocks Pharmacy. "We are excited to be part of a company that will
help us serve an even larger audience by providing affordable prescriptions
which our customers have been asking for and continue delivering great service
as we have for more than 13 years".
Following
the acquisition, the business will continue to operate under the Hocks.com name
until transitioning to HealthWarehouse.com when the time is
appropriate. With this acquisition HealthWarehouse.com's customer
base will nearly double to 160,000 customers.
About
HealthWarehouse.com
HealthWarehouse.com,
Inc. (OTC Bulletin Board: HEWA) is a trusted, VIPPS accredited retail mail-order
pharmacy based in Cincinnati, Ohio. HealthWarehouse.com offers 300
prescription drugs for $3.50 with 100% FREE shipping and is a 2009 & 2010
winner of the BizRate Circle Of Excellence Award for outstanding customer
satisfaction and service. With a mission to provide affordable healthcare to
every American by eliminating inefficiencies in the drug distribution chain,
HealthWarehouse.com has become one of the fastest growing online pharmacies in
the United States. HealthWarehouse.com is licensed in 49 states and only sells
drugs which are FDA-approved and legal for sale in the United States.
Visit HealthWarehouse online at
http://www.HealthWarehouse.com.
100
Commerce Blvd. Cincinnati, OH 45140
Tel
: (866) 885-0508.
Fax
: (866) 821-3784.
www.HealthWarehouse.com
EXHIBIT
99.1
About
Hocks.com
Hocks.com
is the privately owned division of Hocks Pharmacy Inc. based in Vandalia,
Ohio. Founded in 1948, Hocks Pharmacy opened the Hocks.com online
division in 1997. Hocks.com has established itself as a premier seller of
over-the-counter remedies, diabetic supplies, medical equipment at competitive
prices. Hocks.com sells to all 50 states plus the Virgin Islands and Puerto
Rico. Visit Hocks.com online at http://www.hocks.com
100
Commerce Blvd. Cincinnati, OH 45140
Tel
: (866) 885-0508.
Fax
: (866) 821-3784.
www.HealthWarehouse.com

text: Hocks Pharmacy

text: Hock Pharmacy

text:
Hocks
Pharmacy

text: Lalit Dhadphale

text: Dominic Bartone

text: Hocks Pharmacy

text: Hocks Pharmacy

text: Hocks Pharmacy


text:
EX-99.1
4
ex99_1.htm
Exhibit 99.1
AMERI Holdings, Inc. Completes Acquisition of Bellsoft, Inc.
Transaction Reinforces AMERI's Acquisition Strategy & Demonstrates Its Rapid Growth
In The IT Services & Consulting Industry
Princeton, NJ, November 20, 2015 /PRNewsire/ -
Transaction Highlights:
·
Acquisition price of approximately $5 million in cash and AMRH shares, plus the potential for a $1 million earn-out based on revenue and EBITDA performance in 2016 and 2017
·
Bellsoft revenues estimated to be $20 million on an annual basis with adjusted EBITDA margins in the range of 5-10%
(1)
·
Bellsoft's client base includes multiple Fortune 100 companies and other blue-chip clients
·
Bellsoft will significantly expand AMERI's geographic presence in the southeastern U.S.
·
Bellsoft adds over 175 highly-trained consultants, bringing AMERI's total resources count to approximately 225
·
Aligns with AMERI's previously announced aggressive acquisition strategy
·
Transaction expected to be immediately accretive to AMERI's earnings and cash flow on an adjusted basis
AMERI Holdings, Inc. (together with its affiliates, "Ameri100" or the "Company") (OTC: AMRH), a technology-management solutions firm that provides digital transformation and enterprise solutions to clients globally, today announced the acquisition of Bellsoft, Inc. ("Bellsoft"), a Lawrenceville, Georgia-based global systems integrator specializing in providing Enterprise Resource Planning (ERP), CRM, business intelligence (BI) and other web-based solutions. The acquisition will significantly expand Ameri100's service lines and geographic presence in the southeast U.S. market.
"This is a landmark day for Ameri100's customers, partners, and employees across the globe", commented Giri Devanur, Chief Executive Officer of Ameri100. Mr. Devanur further commented that, "Bellsoft is a well-established firm with 20 years of strategic consulting services to Fortune 100 clients." The Company believes that with this acquisition it is well positioned to provide additional services in digital transformation and ERP solutions to all of its clients.
Paul Nathan, Executive Vice President of Bellsoft, added that, "Bellsoft and Ameri100 as a combined entity will experience accelerated growth due to a competitive cost structure and superior client offerings. We are excited to deliver world-class solutions to our clients across the United States and globally".
According to CIO Review magazine, Ameri100 has been identified as one of the "50 most promising IT services companies in the U.S." With the acquisition of Bellsoft, Ameri100 further demonstrates its commitment to strengthening its capabilities in delivering IT services and products around the world. The acquisition serves as a critical boost to Ameri100's client acquisition plans and allows the Company to integrate its offshore business model with Bellsoft's US-based operations to create significant synergies.
Bellsoft has historically generated adjusted EBITDA margins in the 5-10% range, but Ameri100 plans to leverage its offshore expertise and seamlessly integrate its hybrid U.S.-based and India-based business model into Bellsoft's operations in order to reduce costs and increase margins over time. Ameri100 believes that all synergies should be fully realized by the end of fiscal 2016.
Ameri100's Acquisition Strategy
Ameri100 has built a database of potential acquisition targets and is exploring multiple accretive acquisitions that will create value for Ameri100's shareholders. These targets typically have strong financial health and operating performance, but with operations and employees primarily based in the U.S. expected profit margins for these firms are in the 5-10% range. As Ameri100 makes acquisitions, its initial consolidated adjusted EBITDA margin could be lower than Ameri100's historical level of 15%, but margins are likely to be back up to Ameri100's historical level over time as operations of the acquired companies get fully integrated. Ameri100 continues to have a long-term business plan of reaching $100 million in annual revenues through a combination of organic growth and acquisitions.
About AMERI HOLDINGS, Inc.
AMERI Holdings, Inc. is a technology management solutions firm that provides digital transformation and enterprise solutions to its clients globally. Headquartered in Princeton, New Jersey, with offices in Pune and Bangalore, India, the Company is a global leader in consulting and technology solutions. The Company has combined lean technology innovation and deep business process expertise to exceed client expectations, leveraging an extensive Lean Enterprise Architecture Partnership "LEAP" of over 4,500 technology associates worldwide. The Company has assisted Global 2000 companies with architecture and technology solutions, enabling customers to transform businesses with the integration of seamless processes. The Company has continuously invested in innovative solutions such as the Langer Index, SimpleAPO and IBP, which, it believes, have enhanced the competitive advantage of its clients.
About Bellsoft, Inc.
Bellsoft, Inc. is a technology consulting and systems integration company, specializing in implementing the complete suite of products by SAP and Oracle Inc., including JD Edwards. Bellsoft's current service offerings are in the areas of ERP, BI, and infrastructure and cloud technologies. Bellsoft is headquartered in Lawrenceville, Georgia with other locations in Dallas, Texas, Toronto, Canada and offshore centers in Chennai and Mumbai, India.
Safe Harbor Statement
This press release includes forward-looking statements that relate to the business and expected future events or future performance of Ameri100 and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe", "expect", "anticipate", "estimate", "intend", "plan", "targets", "likely", "will", "would", "could", and similar expressions or phrases identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about Ameri100's
financial and growth projections as well as statements concerning our plans, predictions, estimates, strategies, intentions, beliefs and other information concerning our business and the markets in which we operate
. The future performance of Ameri100 may be adversely affected by the following risks and uncertainties:
the level of market demand for our services, the highly-competitive market for the types of services that we offer, market conditions that could cause our customers to reduce their spending for our services, our ability to create, acquire and build new businesses and to grow our existing businesses, our ability to attract and retain qualified personnel, currency fluctuations and market conditions around the world, and other risks not specifically mentioned herein but those that are common to industry
. For a more detailed discussion of these factors and risks, investors should review Ameri100's reports on Form 8-K and other reports filed with the Securities and Exchange Commission, which can be accessed through the SEC's website. Forward-looking statements in this press release are based on management's beliefs and opinions at the time the statements are made. All forward-looking statements are qualified in their entirety by this cautionary statement, and Ameri100 undertakes no duty to update this information to reflect future events, information or circumstances.
(1)
Adjusted EBITDA is a commonly used non-GAAP financial measure and is defined as "earnings before interest, taxes, depreciation, and amortization".
Investor Contacts:
Carlos Fernandez
carlos.fernandez@ameri100.com
Ameri Holdings, Inc.
100 Canal Pointe Blvd., Suite 108
Princeton, NJ 08540
(732) 243-9250
www.ameri100.com
Bellsoft, Inc.
3545 Cruse Road, Suite 102
Lawrenceville, GA 30044
(888) 545-7639
www.bellsoftinc.com

text: AMERI Holdings, Inc

text: Bellsoft, Inc.

text: AMERI

text: Bellsoft

text: Bellsoft

text: Bellsoft

text: AMERI

text: Bellsoft

text: AMERI

text: AMERI

text: AMERI

text: AMERI Holdings, Inc.

text: Bellsoft, Inc.

text: Bellsoft

text: Giri Devanur

text: Bellsoft

text: Bellsoft

text: Bellsoft

text: Bellsoft

text: Bellsoft

text: Bellsoft

text: Bellsoft

text: AMERI HOLDINGS, Inc.

text: AMERI Holdings, Inc.

text: Bellsoft, Inc.

text: Bellsoft, Inc.

text: Bellsoft

text: Bellsoft

text: Ameri Holdings, Inc.

text: Bellsoft, Inc.


text:
EX-99.1
3
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
Exhibit 99.1
Joy Global
News Release
Contact:
Michael S. Olsen
Executive Vice President and
Chief Financial Officer
+1 414-319-8507
JOY GLOBAL INC. AND ROWAN COMPANIES, INC.
ANNOUNCE THE COMPLETION OF
LETOURNEAU TECHNOLOGIES INC. ACQUISITION
MILWAUKEE, WISCONSIN - June 22, 2011 - Joy Global Inc. ("Joy Global")(NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, has completed the acquisition of LeTourneau Technologies Inc. ("LeTourneau") from Rowan Companies, Inc. ("Rowan") (NYSE: RDC) for $1.1 billion in cash, subject to adjustment as provided in the Stock Purchase Agreement dated May 13, 2011.
LeTourneau is a world leader in the manufacture of large capacity wheel loaders for the surface mining market as well as jack-up rigs and ancillary equipment for the oil and gas drilling industries.
Michael Sutherlin, CEO Joy Global, said, "The acquisition of LeTourneau brings two very strong business platforms to Joy Global. LeTourneau's wheel loaders are the largest and most fuel efficient in the industry and their complementary application to our electric mining shovels will deliver significant synergies. LeTourneau is also a leading brand in oil and gas drilling rig equipment and design and this business is leveraged to an emerging demand for higher specification rigs. We welcome the people of LeTourneau to Joy Global, and look forward to working with them to capture the opportunities that come with these two businesses".
Matt Ralls, President and CEO Rowan, said "We are delighted to have achieved this combination and are confident it will create additional opportunities for LeTourneau and its employees. I extend my thanks and appreciation to both the Joy Global and Rowan/LeTourneau teams who made the transaction happen".
Joy Global is a world-wide leader in manufacturing, distributing and servicing equipment for surface mining through P&H Mining Equipment and underground mining through Joy Mining Machinery. For more information on Joy Global, please visit www.joyglobal.com
.
-more-
100 E Wisconsin Ave Suite 2780 Milwaukee WI 53202 PO Box 554 Milwaukee WI 53201-0554 414/319/8501
Joy Global
Rowan Companies, Inc. is a major provider of international and domestic contract drilling services with a fleet of 28 jack-up rigs located worldwide, including the Middle East, the North Sea, Trinidad, the U.S. Gulf of Mexico and Mexico. Rowan has a leading position in high-specification jack-up rigs, which remain in high demand. Rowan is also entering the ultra deepwater market with high-specification drillships with capability advantages and built-in redundancies. Rowan's stock is traded on the New York Stock Exchange under the symbol "RDC". For more information on Rowan, please visit
www.rowancompanies.com
.
JOYG
RDC

text: JOY GLOBAL INC.

text: ROWAN COMPANIES, INC.

text: LETOURNEAU TECHNOLOGIES INC.

text: Joy Global Inc.

text: LeTourneau Technologies Inc.

text: Rowan Companies, Inc.

text: Michael Sutherlin

text: Matt Ralls

text: Rowan Companies, Inc.


text:
EX-99.5
115
brac_ex9905.htm
PRESS RELEASE
Exhibit 99.5
Black
Ridge Acquisition Corp. Announces Closing of its Business Combination with Allied Esports and WPT
New Company Allied Esports Entertainment
Set to Trade on NASDAQ as "AESE"
MINNEAPOLIS, Minn. and IRVINE, Calif.
(August 9, 2019)
- Black Ridge Acquisition Corp. (NASDAQ: BRAC) ("Black Ridge" or the "Company"),
today announced that it has closed its business combination with Allied Esports International, Inc. ("Allied Esports")
and WPT Enterprises, Inc. ("WPT"), pursuant to which both Allied Esports and WPT become wholly-owned subsidiaries of
BRAC. The transaction was approved at a special meeting of Black Ridge's shareholders on August 9, 2019.
As part of the transaction, Black Ridge
changed its name to Allied Esports Entertainment, Inc. ("AESE"); the name change took effect following the closing.
The Company's units and rights shall cease trading as of the close of business on August 9, 2019, and the Company expects
that its shares of common stock and warrants will trade on the NASDAQ Capital Market under the ticker symbol "AESE"
and "AESEW", respectively, starting on or about August 12, 2019.
AESE is a global leader in esports entertainment
committed to providing live experiences, content and interactive services to the global video gaming and poker communities. AESE
will utilize Allied Esports' global network of properties and content creation facilities, including its flagship location,
HyperX Esports Arena Las Vegas, one of the most recognized venues in esports, and the World Poker Tour's nearly two decades
of international expertise in live events, content distribution and customer engagement, to provide esports audiences around the
world with offerings unparalleled in the industry today.
"Today marks the beginning of a new
category in gaming - esports entertainment - that brings together the best of this burgeoning industry, including fans,
streamers, professionals, entertainers and brands, to create experiences and content around the world across all communities,"
said Frank Ng, incoming CEO of Allied Esports Entertainment. "This growing ecosystem, anchored by our three-pillar strategy,
will allow us to serve the industry as a whole as we move forward into an exciting and promising future".
As previously announced, Simon, a global
leader in the ownership of premier shopping, dining, entertainment and mixed-use destinations, and TV Azteca, the top sports television
network in Mexico, have made equity investments into AESE and are launching strategic alliances with the new company.
Simon and Allied Esports will collaborate
to create a new product offering focused on delivering esports experiences through integrated gaming venues and production facilities
in select Simon destinations around the country. The in-mall venues will be designed for tournament play and daily use with the
capability to be expanded into common areas for larger esports activations and live events.
1
TV Azteca and Allied Esports will continue
to work together to expand the esports landscape in Mexico through a number of initiatives, including: creating a 24-hour digital
esports channel dedicated to esports and video gaming for the Mexican market; developing a network of esports talent across Mexico
and Latin America; building a flagship esports venue and additional esports and content facilities in the Mexican market; and developing
a localized online esports tournament platform for the market.
The strategic alliance between TV Azteca
and AESE has already proven to be successful. Weekly WPT programming, which debuted on Azteca 7 in July, has delivered historic
viewership numbers, including 3 million viewers for a single telecast.
Allied Esports and TV Azteca's co-produced
esports series
NATION VS
NATION, which featured 40 competitors in a USA vs. Mexico format playing PLAYERUNKNOWN'S
BATTLEGROUNDS, reached over 2 million viewers in the Mexican market during its broadcast in May.
Ken DeCubellis, Black Ridge's former
Chairman and CEO, who will be CFO of the combined company, added, "We are thrilled with the closing of the transaction and
look forward to seeing Allied Esports Entertainment execute on the tremendous opportunities in the esports market. We are excited
for AESE's future as a public company and will be committed to creating value for all stakeholders involved".
Graubard Miller acted as legal advisor
to Black Ridge and Maslon LLP acted as legal advisor to Allied Esports and WPT. AESE is headquartered in Irvine, California.
About Allied Esports Entertainment
Allied Esports Entertainment (NASDAQ: AESE)
is a global esports entertainment venture dedicated to providing transformative live experiences, multiplatform content and interactive
services to audiences worldwide through its strategic fusion of two powerful entertainment brands: Allied Esports and the World
Poker Tour (WPT). Allied Esports Entertainment was created in August 2019 when Black Ridge Acquisition Corp. completed its business
combination with Allied Esports and WPT Enterprises.
Allied Esports (alliedesports.gg)
is an award-winning, innovative esports company comprised of a global network of dedicated esports properties and content production
facilities. Its mission is to connect players, streamers and fans around the world through integrated arenas, including its flagship
venue, HyperX Esports Arena Las Vegas, its fleet of mobile esports trucks, the HyperX Esports Trucks, and affiliate members of
the Allied Esports Property Network, which serve as both competition battlegrounds and everyday content generation hubs.
World Poker Tour (worldpokertour.com)
is the premier name in internationally televised gaming and entertainment with brand presence in land-based tournaments, television,
online, and mobile. WPT ignited the global poker boom in 2002 with the creation of its iconic television show, now in its 18
th
season, based on a series of high-stakes poker tournaments. ClubWPT.com is a unique online membership platform that offers inside
access to the WPT.
For more information about Allied Esports
Entertainment and its subsidiaries, please visit alliedesportsentertainment.com.
2
Forward Looking Statements
This press release includes "forward
looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this press release, the words "estimates", "projected", "expects,"
"anticipates", "forecasts", "plans", "intends", "believes", "seeks,"
"may", "will", "should", "future", "propose" and variations of these
words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties,
that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes include: the inability to recognize the anticipated benefits
of the business combination; the ability to meet Nasdaq's continued listing standards; costs related to the business combination;
AESE's ability to execute on its business plan; the ability to retain key personnel; potential litigation; and general economic
and market conditions impacting demand for AESE's services. AESE does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
# # #
Investor Contact:
Lasse Glassen
Addo Investor Relations
lglassen@addoir.com
424-238-6249
Media Contact:
Brian Fisher
Allied Esports Entertainment
brian@esportsallied.com
714-975-8368
3

text:
Black
Ridge Acquisition Corp.

text: Allied Esports

text: WPT

text: Allied Esports

text: Black Ridge Acquisition Corp.

text: Allied Esports International, Inc.

text: Allied Esports

text: WPT Enterprises, Inc.

text: WPT

text: Allied Esports

text: WPT

text: Allied Esports

text: Allied Esports

text: Allied Esports

text: Allied Esports

text: Allied Esports

text: WPT

text: Allied Esports

text: Allied Esports

text: Graubard Miller

text: Maslon LLP

text: Allied Esports

text: WPT

text: Allied Esports

text: Allied Esports

text: Allied Esports

text: WPT

text: Allied Esports

text: Black Ridge Acquisition Corp.

text: Allied Esports

text: Allied Esports

text: Allied Esports

text: WPT

text: WPT

text: Allied Esports

text: Allied Esports


text:
EX-99.1
12
musa-20130905ex991c4099a.htm
EX-99.1
Exhibit 99.1
MURPHY OIL CORPORATION COMPLETES SPIN-OFF OF MURPHY USA INC.
EL DORADO, Arkansas, August 30, 2013 - Murphy Oil Corporation (NYSE:MUR) ("Murphy Oil") announced today that it has completed the spin-off of its U.S. retail marketing business into an independent public company called Murphy USA Inc. ("Murphy USA"). The spin-off was achieved through the distribution to Murphy Oil's shareholders of one share of Murphy USA common stock for every four shares of Murphy Oil stock held at the close of business on the record date of August 21, 2013.
Steve Cossé, President and Chief Executive Officer of Murphy Oil Corporation said, "Today's announcement demonstrates Murphy Oil's commitment to provide
long-term value to our shareholders. Murphy USA is well-positioned with a strong management team and business plan to be a successful independent company." Cossé added, "Following the spin-off, Murphy Oil will move forward, under the leadership of Roger Jenkins, as a focused exploration and production company with a strong portfolio of global assets".
Murphy USA common stock will begin regular-way trading on the New York Stock Exchange under the ticker symbol "MUSA" on September 3, 2013.
For more information go to the website for Murphy Oil Corporation at www.murphyoilcorp.com and for Murphy USA Inc. at www.murphyusa.com.
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future events or results, are subject to inherent risks and uncertainties. Factors that could cause one or more of the events forecasted in this press release not to occur include, but are not limited to, a deterioration in the business or prospects of Murphy Oil or Murphy USA, adverse developments in Murphy Oil's or Murphy USA's markets, or adverse developments in the U.S. or global capital markets, credit markets or economies generally. Factors that could cause actual results
to differ materially from those expressed or implied in our forward-looking statements include, but are not limited to, the volatility and level of crude oil and natural gas prices, the level and success rate of our exploration programs, our ability to maintain production rates and replace reserves, political and regulatory instability, uncontrollable natural hazards and a failure to execute a sale of the U.K. downstream operations on acceptable terms. For further discussion of risk factors, see Murphy Oil's Annual Report on Form 10-K for the year ended December 31, 2012 and subsequent Forms 10-Q, Murphy USA's Registration Statement on Form 10 and subsequent Forms 8-K of each on file with the U.S. Securities and Exchange Commission. Neither Murphy Oil nor Murphy USA undertake any duty to publicly update or revise any forward-looking statements.

text: MURPHY OIL CORPORATION

text: MURPHY USA INC.

text: Murphy Oil Corporation

text: Murphy USA Inc.

text: Murphy USA

text: Murphy USA

text: Steve Cossé

text: Murphy Oil Corporation

text: Murphy USA

text: Murphy USA

text: Murphy Oil Corporation

text: Murphy USA Inc.

text: Murphy USA

text: Murphy USA

text: Murphy USA

text: Murphy USA


text:
EX-99
2
nctw_ex99.htm
Nascent Wine Company
Press Release
Nascent Wine Enters Acquires JM Distribucion
San Diego, CA---(Business Wire)---November 12, 2006 --Nascent Wine Co. (OTCBB: NCTW) announced today that it has acquired the assets of JM Distribucion.
In November 2006, the Company entered into a binding letter of agreement to acquire all of the assets of JM Distribucion. JM Distribucion is a bakery goods distribution company based in Tijuana, serving Tijuana, Mexicali and Ensenada. The company represents 3 of the largest brands in Mexico "Produpan, Marglas and La Florida and also Bakemark-Westco, the leading bakery supply company in the USA.
JM has been engaged in the bakery goods distribution business for approximately 3 years. It offers extended cut off times for order placing and processing, multiple food deliveries per week, small piece orders as well as case orders and quick response to redeliveries.
Sandro Piancone, CEO of Nascent Wine stated, "The acquisition of JM is the perfect "Fold-In" acquisition. We made the deal on a Friday, and by Monday, the entire inventory, trucks, assets and sales people were moved over to our Tijuana distribution facility. The phone number was transfered to our phone line and we were in the bakery distribution business the next day. The company will save on the over head of rent, electricity and double distribution routes. These are the perfect acquisitions to help grow our company.
With our existing array of 1400 products, this gives our company a new opportunity to expand our reach further into Mexico, thus bring Nascent one step further of becoming a major distributor in the region".
About JM Distrobucion.
JM has been a major force in the bakery distribution business in Baja California, Mexico, for close to three years. JM's is a niche business that would be difficult for any competitor to duplicate. JM Distribucion is a bakery goods distribution company based in Tijuana, serving Tijuana, Mexicali and Ensenada. The company represents 3 of the largest brands in Mexico "Produpan, Marglas and La Florida and also Bakemark-Westco, the leading bakery supply company in the USA.
About Nascent Wine Co. Inc.
Nascent Wine Co. Inc. is charting a course to become a leader in the beverage and food industry in Mexico. The Company is the exclusive distributor of Miller Beer (SAB.L) in Baja California, Mexico. The Company plans to continue acquiring small- to medium-sized beverage and food distributors in Mexico. The Company trades on the OTC Bulletin Board, ticker symbol NCTW.OB.
Forward Looking Statement:
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the company's SEC filings. These risks and uncertainties could cause the company's actual results to differ materially from those indicated in the forward-looking statements.
Contact:
Rick Gean
Pilot Financial Communication Network
(480) 247-2142
rick@pilotfcn.com

text: Nascent Wine

text: Nascent Wine

text: JM Distribucion

text: Nascent Wine Co.

text: JM Distribucion

text: JM Distribucion

text: JM Distribucion

text: JM

text: Sandro Piancone

text: Nascent Wine

text: JM

text: JM

text: JM

text: JM

text: JM Distribucion

text: Nascent Wine Co.

text: Nascent Wine Co.


text:
EX-99.1
2
a13-15271_1ex99d1.htm
EX-99.1
Exhibit 99.1
GeoMet Closes on Sale of Alabama Producing Properties
Houston, Texas - June 17, 2013 - GeoMet, Inc. (OTCQB: GMET NASDAQ: GMETP)
(the "Company") announced that, on June 14, 2013, it closed the previously announced sale of all of its coal bed methane properties located in the state of Alabama.
The sale resulted in net proceeds of approximately $62.0 million after normal and customary purchase price adjustments of $1.2 million to account for net cash flows from the effective date to the closing date. Simultaneously with the close of the property sale, approximately $57.0 million was used to repay outstanding borrowings under the Company's Credit Agreement and $5.0 million was held in reserve to pay transaction related costs and expenses, including the liquidation of certain natural gas hedge positions. After this repayment, borrowings outstanding under the Credit Agreement totaled $77.0 million and such amount has been established as the new borrowing base. In connection with this repayment the non-conforming "Tranche B" portion of total outstanding borrowings, which has existed since August 2012, has been eliminated and the Company no longer has a borrowing base deficiency under the Credit Agreement. The next scheduled borrowing base determination is expected to occur on or around December 15th and will be based on the Company's reserves at June 30th. The Credit Agreement continues to have a termination date of April 1, 2014.
Lantana Oil & Gas Partners, a Houston based divestiture firm, represented GeoMet in this transaction.
About GeoMet, Inc.
GeoMet, Inc. is primarily engaged in the exploration for and development and production of natural gas from coal seams ("coalbed methane"). Our principal operations and producing properties are located in the Central Appalachian Basin in Virginia and West Virginia. We also control additional coalbed methane and oil and gas development rights, principally in Virginia, and West Virginia.
Forward-Looking Statements Notice
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Except for statements of historical facts, all statements included in the document, including those preceded by, followed by or that otherwise include the words "believe", "expects", "anticipates", "intends", "estimates", "projects", "target", "goal", "plans", "objective", "should" or similar expressions or variations on such words are forward-looking
statements. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are the volatility of future natural gas prices, our ability to maintain production levels, increases in operating costs, environmental and other regulations, and the operating hazards attendant to the oil and gas business. In particular, careful consideration should be given to cautionary statements made in the various reports the Company has filed with the SEC. GeoMet undertakes no duty to update or revise these forward-looking statements.
For more information please contact Stephen M. Smith at (713) 287-2251 (ssmith@geometcbm.com), or visit our website at www.geometinc.com.

text: GeoMet

text: GeoMet, Inc.

text: Lantana Oil & Gas Partners

text: GeoMet

text: GeoMet, Inc.

text: GeoMet, Inc.

text: GeoMet


text:
EX-99.1
2
a06-3502_1ex99d1.htm
EXHIBIT 99
Exhibit 99.1
Comstock Homebuilding Companies, Inc.
Announces Purchase of Parker Chandler Homes
Acquisition Continues Company's Geographic Expansion Throughout
Southeast
RESTON, Va., Jan. 19 - Comstock Homebuilding Companies, Inc. (Nasdaq:
CHCI) ("Comstock" or the "Company") today announced the acquisition of Parker
Chandler Homes, Inc. ("Parker Chandler"), a rapidly growing private homebuilder
in the Atlanta, Georgia metropolitan area for an undisclosed price. The
acquisition provides Comstock with additional geographic diversification and a
solid position in one of the strongest homebuilding markets in the Southeast,
adding approximately 1,600 lots (mostly single family detached lots) to the
Company's pipeline of land inventory.
Comstock will maintain the Parker Chandler brand in the markets where
Parker Chandler operates. The founding principals of Parker Chandler Homes,
James Parker and Andrew Chandler will join Comstock's management team. James
Parker has been named Regional President of the Mid-South Division and Andrew
Chandler was named Regional Vice President of Land Acquisition and Development
of the Mid-South Division. Headquartered in Forsyth, Georgia, Parker Chandler
currently operates in North Atlanta and has growing operations in Charlotte, N.C.
and Myrtle Beach, S.C. Parker Chandler builds mostly single family homes
focused on the $200,000 to $500,000 price range. The Parker Chandler
acquisition is projected to generate approximately $75 million in total revenue
for the Company in 2006.
Comstock reported that there was no common stock issued in connection
with the acquisition and it does not expect to record any goodwill in
connection with the transaction. Based on post-closing purchase accounting
adjustments in the carrying cost of the acquired assets to fair market value,
the acquisition is expected to be profitable in 2006 and is expected to
contribute positively to the Company's published estimates for 2006.
"We are extremely excited about this acquisition and we are thrilled to
have James Parker, Andrew Chandler and their team joining the Comstock team,"
said Christopher Clemente, Chairman and CEO. "Parker Chandler Homes' focus on
middle market products in strong homebuilding markets is well aligned with
Comstock's strategy vision for growth. James and Andrew have more than 30 years
combined experience building quality homes in the Atlanta marketplace. We
believe Atlanta is a good market with strong fundamentals to support continued
growth, and we are confident that Parker Chandler has a land presence in
Atlanta that is well aligned with market demand. Comstock will continue to
expand operations in the strongest markets in the Mid-Atlantic, Mid-South and
Southeast, and I hope to be in a position to announce additional strategic
acquisitions during the remainder of this year. This diversification strategy
will help balance the effects on our business from changing market conditions
in the Washington, D.C. market".
"We are excited to become a Comstock Homebuilding Company", said James
Parker, the President of Parker Chandler Homes. "The financial strength,
diverse range of product capabilities and entrepreneurial spirit of the
Comstock organization will help Parker Chandler Homes execute on our vision of
becoming a leading urban and suburban homebuilder in the Atlanta market and in
other strong markets in the southeast".
About Comstock Homebuilding Companies, Inc.
Comstock is a production homebuilder and real estate developer that
develops, builds, and markets single-family homes, townhouses, mid-rise
condominiums and high-rise condominiums. The Company currently builds in the
Southeast with concentrations in the Washington, D.C., North Carolina, South
Carolina and Atlanta, Georgia markets. The Company targets a diverse range of
buyers, including first-time, early move-up, secondary move-up, empty nester
move-down and active adult home buyers. For more information on Comstock
Homebuilding Companies, Inc., please visit http://www.comstockhomebuilding.com.
Cautionary Statement Regarding Forward-Looking Statements
This release contains "forward-looking" statements that are made
pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Statements that are predictive in nature, that depend upon
or refer to future events or conditions, or that include words such as "may,"
"will", "expects", "projects", "anticipates", "estimates", "believes,"
"intends", "plans", "should", "seeks", and similar
expressions, including statements related to Comstock's expected future
financial results and anticipated growth in the Washington, D.C. housing
market, are forward-looking statements. Forward-looking statements involve
known and unknown risks and uncertainties that may cause actual future results
to differ materially from those projected or contemplated in the
forward-looking statements. These risks and uncertainties include, but are not
limited to, economic, market and competitive conditions affecting Comstock and
its operations and products, risks and uncertainties relating to the market for
real estate generally and in the areas where Comstock has projects, the
availability and price of land suitable for development, materials prices,
labor costs, interest rates, Comstock's ability to service its significant debt
obligations, fluctuations in operating results, anticipated growth strategies,
continuing relationships with affiliates, environmental factors, government
regulations, the impact of adverse weather conditions or natural disasters and
acts of war or terrorism. Additional information concerning these and other
important risks and uncertainties can be found under the heading "Risk Factors"
in the prospectus from Comstock's initial public offering, as filed with the
Securities and Exchange Commission on December 15, 2004. Comstock specifically
disclaims any obligation to update or revise any forward-looking statements,
whether as a result of new information, future developments or otherwise.

text: Comstock Homebuilding Companies, Inc.

text: Parker Chandler Homes

text: Comstock Homebuilding Companies, Inc.

text: Comstock

text:
Parker
Chandler Homes, Inc.

text: Comstock

text: Comstock

text: Parker Chandler Homes

text: Comstock

text: Comstock

text: Comstock

text: Christopher Clemente

text: Parker Chandler Homes

text: Comstock

text: Comstock

text: Parker Chandler Homes

text: Comstock

text: Parker Chandler Homes

text: Comstock Homebuilding Companies, Inc.

text: Comstock

text:
Comstock
Homebuilding Companies, Inc.

text: Comstock

text: Comstock

text: Comstock

text: Comstock

text: Comstock

text: Comstock


text:
EX-99
2
ex_99-1.htm
PRESS RELEASE
EXHIBIT 99.1
AngioSoma, Inc. announces a Liprostin™ focused Joint Venture
Montgomery, Texas (October 5
th
, 2016) AngioSoma, Inc. (OTCQB: SOAN) announces a joint venture with La Jolla Capital Partners LLC ('
La Jolla
') focused on the funding and management of U S Food and Drug Administration ('
FDA
') Liprostin™ Phase III trials, as well as the licensing of Liprostin™ worldwide thereafter. Liprostin™ is a liposomal encapsulated prostaglandin e1 ('PGE1') and is AngioSoma, Inc.'s flagship product. La Jolla personnel have extensive experience in the FDA regulatory environment, both in funding and management of the process, and have a successful product licensing history.
"
If Liprostin™ treated ten percent (10%) of the 12 million untreated Peripheral Artery Disease patients in the U.S. as reported by The American Heart Association, this could produce a gross income of six hundred million dollars ($600 million) if we assumed the Company yields five hundred dollars ($500) per patient,
" said Ms. Alexanderia K Blankenship, CEO & President of AngioSoma, Inc.
Mr. C. Richard Piazza, President of La Jolla Capital Partners LLC, has experience that directly relates to the future success of Liprostin™ Phase III FDA trials, and in conjunction with Bruce Badeau at La Jolla, have a history of funding the process associated with those trials successfully. Mr. Piazza said, "
AngioSoma, Inc.'s Liprostin™ is in a rather unique position as it has completed Phase I and Phase II clinical trials. This puts AngioSoma, Inc. in a position that most small companies never reach - at the brink of Phase III FDA trials with a possibly huge licensing opportunity.
"
AngioSoma, Inc. made its September 2016 shareholder presentation available at its website (http://angiosoma.com/shareholder-presentation-september-2016).
ABOUT ANGIOSOMA, INC.
AngioSoma, Inc. (http://www.angiosoma.com) is a clinical stage biopharmaceutical company focused on improving the effectiveness of current standard-of-care treatments, especially related to endovascular interventions in the treatment of peripheral artery disease ('
PAD
'). Our lead pharmaceutical product Liprostin™, a treatment for PAD, has successfully completed FDA Phase I and three Phase II clinical trials, and we are in discussions with several contract research organizations for rapid completion of our U.S. Food and Drug Administration ('
FDA
') approved protocol for Phase III with submission of our new drug application for marketing in the U.S. and its territories.
NOTICE REGARDING FORWARD LOOKING STATEMENTS
This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that include the words "
believes,
" "
expects,
" "
anticipate
" or similar expressions. Such forward-looking statements involve known and unknown risks, and other factors that may cause the actual results, performance or achievements of the company to differ materially from those expressed or implied by such forward-looking statements. In addition, description of anyone's past success is no guarantee of future success. This news release speaks as of the date first set forth above and the company assumes no responsibility to update the information included herein for events occurring after the date hereof.
CONTACT
AngioSoma, Inc.
Alex Blankenship
investors@AngioSoma.com
(832) 781 - 8521

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: La Jolla Capital Partners LLC

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: C. Richard Piazza

text: La Jolla Capital Partners LLC

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: ANGIOSOMA, INC.

text: AngioSoma, Inc.

text: AngioSoma, Inc.


text:
EX-99.1
2
ex99-1.htm
NEWS RELEASE
ex99-1.htm
Exhibit 99.1
News Release
DYNAMICS RESEARCH CORPORATION
2 TECH DRIVE, ANDOVER, MASSACHUSETTS 01810 TEL. 978/289-1500
www.drc.com
DRC Completes Acquisition High Performance Technologies, Inc.
Andover, Mass. - July 05, 2011
-
Dynamics Research Corporation (Nasdaq: DRCO), a leading provider of innovative management consulting, engineering, and technology solutions, today announced that it has completed the acquisition of High Performance Technologies, Inc (HPTi), a leading provider of high-end technology services, primarily to the federal healthcare and military technology markets.
HPTi's outstanding reputation and track-record of providing differentiated highly technical services in response to its customers' most critical challenges is the product of the Company's talented, highly educated, cleared and technically advanced professional staff. With nearly 80 percent of revenue derived from the healthcare, intelligence, homeland security, federal civilian/financial, and intelligence markets the Company is on a strong growth trajectory.
"We are extremely pleased to have closed this acquisition", said Jim Regan, DRC's chairman and chief executive officer. "HPTi has an outstanding management team, and our company cultures are well aligned. We are very well positioned in markets with increasing demand for our solutions and, with HPTi our IT and technical solutions have added depth. Further, the acquisition provides significant value enhancement opportunity for DRC shareholders".
Terms of the merger agreement included a cash price of $143 million. For tax purposes, the transaction is treated as an asset purchase resulting in tax benefits to DRC, estimated at $23 million. HPTi earnings before interest, taxes, stock compensation, depreciation and amortization (EBITDA) for the twelve months ended March 31, 2011 was $11.9 million on revenue of $97 million.
Concurrent with the transaction, DRC established a new credit facility with a $110 million five-year term loan, a $20 million revolving credit facility and $40 million of subordinated debt with a six-year term. The senior credit facility is led by Bank of America and includes SunTrust Bank and PNC Bank as Lead Arrangers. The subordinated debt financing was provided by Ares Mezzanine Partners, L.P.
About Dynamics Research Corporation
Dynamics Research Corporation (DRC) provides measurable performance improvements for government customers through the delivery of innovative management, engineering and technology solutions. DRC offers the capabilities of a large company and the responsiveness of a small company, backed by a history of excellence and customer satisfaction. Founded in 1955, DRC is a publicly held corporation (Nasdaq: DRCO) and maintains more than 25 offices nationwide with major offices in Andover, Massachusetts and the Washington, D.C. region. For more information please visit our website at
www.drc.com
.
Safe harbor statements under the Private Securities Litigation Reform Act of 1995: Some statements contained or implied in this news release, may be considered forward-looking statements, which by their nature are uncertain. Consequently, actual results could materially differ. For more detailed information concerning how risks and uncertainties could affect the company's financial results, please refer to DRC's most recent filings with the SEC. The company assumes no obligation to update any forward-looking information.
CONTACT:
Darrow Associates, Inc.
Investors:
Chris Witty
646.438.9385
cwitty@darrowir.com
Sage Communications
Media:
Duyen "Jen" Truong
703.584.5645
duyent@aboutsage.com

text: DYNAMICS RESEARCH CORPORATION

text: DRC

text: High Performance Technologies, Inc.

text: Dynamics Research Corporation

text: High Performance Technologies, Inc

text: DRC

text: DRC

text: DRC

text: DRC

text: Dynamics Research Corporation

text: Dynamics Research Corporation

text: DRC

text: DRC

text: DRC

text: DRC


text:
EX-99
3
bkdaleexh99-1.txt
EXHIBIT 99.1 PRESS RELEASE
EXHIBIT 99.1
Contact: FOR IMMEDIATE RELEASE
Francie Nagy
Investor Relations
Tel: +1-212-515-4625
Brookdale Acquired a 6 Facility Portfolio from Capstead
---------------------------------------------------------------
Chicago, IL. December 30, 2005 - Brookdale Senior Living Inc. (NYSE: BKD)
announced today that it acquired 6 facilities from Capstead Mortgage
Corporation that Brookdale has leased from Capstead since 2002. The purchase is
structured as a stock transaction, at a total cost of $181 million, including a
$57.5 million cash payment to Capstead.
The portfolio is comprised of 6 independent and assisted living facilities,
containing a total of 1,394 units and is located in Florida, Georgia, Virginia,
Ohio and Texas.
In other transactions since Brookdale's IPO, the Company has acquired two
portfolios, one from Omega Healthcare Investors Inc. and the other from Merrill
Gardens. Brookdale purchased the Omega portfolio, with 6 facilities containing
237 beds, for $20.5 million, and the Merrill Gardens portfolio, with 4
facilities containing 183 beds, for $16.5 million. In addition, Brookdale
recently entered into a definitive agreement to acquire Southern Assisted
Living Inc., a portfolio of 41 properties with 2,887 beds, for $82.9 million.
About Brookdale Senior Living
Brookdale Senior Living Inc. is a leading owner and operator of senior living
facilities throughout the United States. The Company is committed to providing
an exceptional living experience through properties that are designed,
purpose-built and operated to provide the highest-quality service, care and
living accommodations for residents. The Company owns and operates independent,
assisted and dementia-care facilities, with a total of 384 facilities in 32
states and the ability to serve over 30,000 residents.
Certain items in this press release may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
including, but not necessarily limited to, statements relating to our ability
to close the acquisition, satisfaction of closing conditions, obtaining
consents, the exercise of our due diligence termination rights, and the timing
of the closing of the acquisition. Words such as "expect(s)" and similar
expressions are intended to identify such forward-looking statements. These
statements are based on management's current expectations and beliefs and are
subject to a number of factors that could lead to actual results materially
different from those described in the forward-looking statements; Brookdale can
give no assurance that its expectations will be attained. Factors that could
cause actual results to differ materially from Brookdale's expectations
include, but are not limited to, whether conditions to the closing of the
transaction will not be satisfied and other risks detailed from time to time in
Brookdale's SEC reports. Such forward-looking statements speak only as of the
date of this press release. Brookdale expressly disclaims any obligation to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or change in events, conditions or circumstances on which any
statement is based.
For more information regarding Brookdale and to be added to our email
distribution list, please visit http://www.brookdaleliving.com.

text: Brookdale

text: Capstead

text: Brookdale Senior Living Inc.

text: 6 facilities

text:
Capstead Mortgage
Corporation

text: Brookdale

text: Capstead

text: Capstead

text: Brookdale

text: Omega Healthcare Investors Inc

text:
Merrill
Gardens

text: Brookdale

text: Omega portfolio

text: 6 facilities

text: Merrill Gardens portfolio

text: Brookdale

text:
Southern Assisted
Living Inc.

text: Brookdale Senior Living Inc.

text: Brookdale

text: Brookdale

text: Brookdale

text: Brookdale

text: Brookdale