text:
EX-99.1
4
a10-8137_1ex99d1.htm
EX-99.1
Exhibit 99.1
Cephalon Completes
Acquisition of Swiss Pharmaceutical Company
Mepha
Acquisition
Diversifies Global Pharmaceutical Business and Expands Presence
in Western and Central Europe, Africa,
and Middle East Territories
FRAZER, PA-USA, Aesch-Switzerland and Maisons-Alfort -
France - April 9, 2010 -- Cephalon, Inc. (Nasdaq:
CEPH) announced that it has today completed its previously announced
acquisition of Mepha, the Swiss-based pharmaceutical company. As a result of the acquisition, Mepha is
now a wholly-owned subsidiary of Cephalon. The purchase price paid at closing,
inclusive of certain closing adjustments, was CHF 662.4 million (or
approximately US$615.4 million). The
purchase price is also subject to further post-closing working capital and net
debt adjustments.
"We are
proud to include Mepha as part of the Cephalon family. Mepha has a strong reputation for high quality
products and services that deliver value to patients and healthcare
professionals", said Frank Baldino, Jr., Ph.D., Chairman and CEO of
Cephalon. "This acquisition expands our presence in Europe, and we believe
Mepha will contribute to our long-term growth".
Alain Aragues Executive
Vice President and President of Cephalon Europe said, "We are
pleased to add Mepha's experience and expertise, which are critical to our
successful development of a balanced business mix in Europe, Middle East and
Africa. Cephalon intends to leverage
Mepha's brand recognition as the number one generics company in Switzerland and
a prominent generic pharmaceutical company in many other markets".
About Mepha
Founded in 1949, Mepha is a Swiss-based innovative pharmaceutical
company developing, manufacturing and marketing branded and non-branded generic
products in more than 50 countries.
Mepha manufactures many of its products in Aesch/Basel - Switzerland, to
a high Swiss-quality standard. Mepha's R &
D organization has developed improved branded generics either through new
formulations or using drug delivery technologies, providing additional benefits
for healthcare professionals and patients.
Furthermore, Mepha is actively involved in researching malaria
treatments for adults and children.
Mepha is the leading company in the Swiss generic market, with more than
120 products and it brings unique services to healthcare professionals and
patients. Mepha has subsidiaries in
Portugal and the Baltic States. Through
partnerships, Mepha markets its products in other European countries, in the
Middle East, Africa, South and Central America.
For more information on Mepha, visit their website at www.mepha.com.
About Cephalon, Inc.
Cephalon is an
international biopharmaceutical company dedicated to discovering, developing
and bringing to market medications for difficult to treat and rare
conditions. Since its inception in 1987,
Cephalon has brought first-in-class and best-in-class medicines to patients
around the world in several therapeutic areas.
Cephalon has the distinction of being one of the world's fastest-growing
biopharmaceutical companies, now among the Fortune 1000 and a member of the
S&P 500 Index, employing approximately 4,000 people worldwide.
Cephalon
has a growing presence in Europe, the Middle East and Africa. The Cephalon European headquarters and
pre-clinical development center are located in Maisons-Alfort, France, just
outside of Paris. Operational
subsidiaries are located in the United Kingdom, France, Germany, Italy,
Spain, the Netherlands (which
covers the entire Benelux region), and Poland (which covers Eastern Europe and
Scandinavia). Cephalon Europe markets
more than 30 products in 50 countries in four therapeutic areas: central
nervous system, pain, primary care and oncology.
The
company's proprietary products in the United States include: NUVIGIL®
(armodafinil) Tablets [C-IV], TREANDA® (bendamustine hydrochloride) for
Injection, AMRIX® (cyclobenzaprine hydrochloride extended-release capsules),
FENTORA® (fentanyl buccal tablet) [C-II], TRISENOX® (arsenic trioxide)
injection, GABITRIL® (tiagabine hydrochloride), PROVIGIL® (modafinil) Tablets
[C-IV] and ACTIQ® (oral transmucosal fentanyl citrate) [C-II]. The company also markets numerous products
internationally. Full prescribing information on its U.S. products is available
at http://www.cephalon.com or by calling 1-800-896-5855.
***
In
addition to historical facts or statements of current condition, this press
release may contain forward-looking statements.
Forward-looking statements provide Cephalon's current expectations or
forecasts of future events. These may
include statements regarding anticipated scientific progress on its research
programs, development of potential pharmaceutical products, interpretation of
clinical results, prospects for regulatory approval, manufacturing development
and capabilities, future plans and prospects with respect to Mepha AG, market
prospects for its products, sales and earnings guidance, and other statements
regarding matters that are not historical facts. You may identify some of these forward-looking
statements by the use of words in the statements such as "anticipate", "estimate,"
"expect", "project", "intend", "plan", "believe" or other words and terms of
similar meaning. Cephalon's performance
and financial results could differ materially from those reflected in these
forward-looking statements due to general financial, economic, regulatory and
political conditions affecting the biotechnology and pharmaceutical industries
as well as more specific risks and uncertainties facing Cephalon such as those
set forth in its reports on Form 8-K, 10-Q and 10-K filed with the U.S.
Securities and Exchange Commission.
Given these risks and uncertainties, any or all of these forward-looking
statements may prove to be incorrect.
Therefore, you should not rely on any such factors or forward-looking
statements. Furthermore, Cephalon does
not intend to update publicly any forward-looking statement, except as required
by law. The Private Securities
Litigation Reform Act of 1995 permits this discussion.
# # #
Source: Cephalon, Inc.
Contacts:
US Media
European Media
Sheryl Williams
Marie-Dominique de La Salle
+1-610-738-6493
+ 33 (1) 49 81 82 48
swilliam@cephalon.com
mddelasalle@cephalon.fr
Investors
Robert (Chip) Merritt
Linda
Pavy
+1-610-738-6376
Burson Marsteller
cmerritt@cephalon.com
+ 33 (6) 07 59 43 95
Linda@Pavy@bm.com

text: Cephalon

text: Mepha

text: Cephalon

text: Mepha

text: Mepha

text: Cephalon

text: Mepha

text: Cephalon

text: Mepha

text: Cephalon

text: Mepha

text: Cephalon

text: Mepha

text: Cephalon

text: Mepha

text: Mepha

text: Mepha

text: Mepha

text: Mepha

text: Mepha

text: Mepha

text: Mepha

text: Mepha

text: Mepha

text: Cephalon

text: Cephalon

text: Cephalon

text: Cephalon

text: Cephalon

text: Cephalon

text: Cephalon

text: Cephalon

text: Mepha

text: Cephalon

text: Cephalon

text: Cephalon

text: Cephalon


dataset: buster

text:
EX-99.1
2
a07-14803_7ex99d1.htm
EX-99.1
Exhibit
99.1
NEWS
FOR FURTHER INFORMATION
FOREST OIL CORPORATION
CONTACT: PATRICK J.
REDMOND
707 17th
STREET, SUITE 3600
DIRECTOR - INVESTOR
RELATIONS
DENVER, COLORADO 80202
303.812.1441
FOR IMMEDIATE RELEASE
FOREST OIL ANNOUNCES THE CLOSE OF
THE HOUSTON EXPLORATION COMPANY ACQUISITION, $1 BILLION CREDIT FACILITY
AMENDMENT, AND $750 MILLION OF 7.25% SENIOR NOTES DUE 2019
DENVER, COLORADO - June 6, 2007
-
Forest Oil Corporation (NYSE:FST)
(Forest) announced today that it completed its previously announced acquisition
of The Houston Exploration Company (NYSE:THX) (Houston Exploration). Houston Exploration's on-shore North American
asset base consists of assets in South and East Texas, the Arkoma Basin,
Eastern Colorado Niobrara and the Uinta Basin and will add a significant
inventory of low-risk repeatable play drilling opportunities to Forest's
portfolio.
Forest paid approximately $750
million in cash and issued approximately 24 million shares for the acquisition. Forest funded the cash portion of the
acquisition with the net proceeds from its private placement of $750 million of
7.25% Senior Notes due 2019 and borrowings under its amended and restated
credit facilities.
Upon close of the pending
sale of Forest's Alaska Business Unit, Forest intends to issue updated
guidance.
H. Craig Clark, President
and CEO, stated, "The acquisition of Houston Exploration will add highly
focused gas assets to the Forest portfolio to which we believe we can add
significant value by reallocating capital, generating free cash flow, and
increasing our presence in areas like East and South Texas. We are extremely
pleased to welcome Houston Exploration's employees, most of whom will be
located in our new Houston office and will be focused on projects in the
combined companies' South Texas properties.
Our team has done a terrific job in acquiring these assets while working
on other transactions like our pending disposition of Alaska and the recent
debt offering".
CREDIT
FACILITIES
Forest also announced today that it has reached an agreement with its
commercial banks to amend and restate its credit facilities in connection with
the Houston Exploration transaction.
The Initial Borrowing Base under the credit facilities will be $1.4
billion, and the term of the facilities has been extended to June 6, 2012. Commitments for the global facility will
consist of a U.S. facility of up to $850 million and a Canadian facility of up
to $150 million for a total of $1 billion.
As of April 30, 2007, Forest had $167 million drawn on its global credit
facility.
7.25%
SENIOR NOTES DUE 2019
Forest also announced today
that it has closed its previously announced private placement of $750 million
of 7.25% Senior Notes due 2019. Forest
plans to use the net proceeds from the offering to finance a portion of the
cash consideration associated with the Houston Exploration acquisition.
The notes will not initially
be registered under the Securities Act of 1933 or the securities laws of any
state and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements under the
Securities Act and applicable state securities laws. The notes may be resold by the initial purchasers
pursuant to Rule 144A and Regulation S under the Securities Act. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any state in which the offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
securities laws of any such state.
FORWARD-LOOKING STATEMENTS
This news release includes
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, that address activities that Forest assumes, plans, expects,
believes, projects, estimates or anticipates (and other similar expressions)
will, should or may occur in the future are forward-looking statements. The
forward-looking statements provided in this press release are based on
management's current belief, based on currently available information, as to
the outcome and timing of future events. Forest cautions that its future
natural gas and liquids production, revenues and expenses and other
forward-looking statements are subject to all of the risks and uncertainties
normally incident to the exploration for and development and production and
sale of oil and gas. These risks include, but are not limited to, price
volatility, inflation or lack of availability of goods and services,
environmental risks, drilling and other operating risks, regulatory changes,
the uncertainty inherent in estimating future oil and gas production or
reserves, and other risks as described in reports that Forest files with the
Securities and Exchange Commission, including its 2006 Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Also,
the financial results of Forest's foreign operations are subject to currency
exchange rate risks. Any of these factors could cause Forest's actual results
and plans to differ materially from those in the forward-looking statements.
*****
Forest Oil Corporation is engaged in the acquisition, exploration,
development, and production of natural gas and crude oil in North America and
selected international locations. Forest's
principal reserves and producing properties are located in the United States in
Alaska, Arkansas, Colorado, Louisiana, New Mexico, Oklahoma, Texas, Utah,
and Wyoming, and in Canada.
Forest's common stock trades on the New York Stock Exchange under the
symbol FST. For more information about
Forest, please visit its website at www.forestoil.com.
June 6, 2007

label: organization

text: FOREST OIL CORPORATION

text: FOREST OIL

text: THE HOUSTON EXPLORATION COMPANY

text: Forest Oil Corporation

text: Forest

text: The Houston Exploration Company

text: Houston Exploration

text: Houston Exploration

text: Forest

text: Forest

text: Forest

text: Forest

text: Alaska Business Unit

text: Forest

label: person

text: H. Craig Clark

text: Houston Exploration

text: Forest

text: Houston Exploration

text: Forest

text: Forest

text: Forest

text: Forest

text: Forest

text: Forest

text: Forest

text: Forest

text: Forest

text: Forest Oil Corporation

text: Forest

text: Forest

text: Forest

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
v025279_ex99-1.htm
EXHIBIT
99.1
FOR
IMMEDIATE RELEASE:
United
Financial Mortgage Corp. Announces Closing
of
the
Acquisition of the Prime Wholesale Origination
Division
of AmPro Mortgage Corporation
·
Acquisition is non dilutive and immediately accretive to earnings;
·
Expected to add between $2.4 and $3 billion in annual originations;
·
Acquisition creates the 29th
largest wholesale residential mortgage lender in the country and
ranks
UFMC as the 58th
largest national mortgage lender in the United
States.
Oak
Brook, IL, Thursday, September 1, 2005 --
United
Financial Mortgage Corp. (NASDAQ: UFMC or the "Company") announced today that it
has completed the acquisition of AmPro Mortgage Corporation's eight prime
wholesale production offices and AmPro's Phoenix, Arizona operations center.
The
eight
production offices will continue to do business under the name AmPro Mortgage.
The Company expects the acquisition to contribute total additional annual
originations of between $2.4 and $3 billion, representing between approximately
a 90% to 112% increase over UFMC's fiscal 2005 originations. The acquisition is
also expected to have an accretive impact on UFMC's earnings.
The
acquisition is consistent with UFMC's core growth strategy of growing through
select accretive acquisitions. On completion of the acquisition, according
to
information published by National Mortgage News, which is based in Washington,
DC, UFMC will be the 29th
largest
residential wholesale mortgage lender in the country and the 58th
largest
residential mortgage lender in the United States, based on 2004 loan
originations.
About
United Financial Mortgage Corp.
United
Financial Mortgage Corp. is an independent mortgage banker that originates,
funds, sells and services residential and commercial mortgage loans. The
Company
is headquartered in Oak Brook, Illinois and has 38 retail offices
and 16 wholesale operations centers across 19 states. For additional
information, please visit the Company's web site at www.ufmc.com.
This
press release contains forward-looking statements within the meaning of such
term in the Private Securities Litigation Reform Act of
1995
with respect to the Company's business, financial condition, results of
operations, plans, objectives and future performance. Forward-looking
statements, which may be based upon beliefs, expectations and assumptions
of
management and on information currently available to management, are generally
identifiable by the use of words such as "believe,""expect,""anticipate,""plan,""intend,""estimate,""may,""will,""would,""could,""should" or other
similar expressions.
Additionally, all statements in this document, including forward-looking
statements, speak only as of the date they are made, and the Company undertakes
no obligation to update any statement in light of new information or future
events. A number of factors, many of which are beyond the ability of the
Company
to control or predict, could cause actual results to differ materially from
those in its forward-looking statements, including, among others, changes
in demand for mortgage loans, the Company's access to funding sources and the
terms upon which it can obtain financing, assumptions underlying the value
of
the Company's retained mortgage loan-servicing rights, the impact of economic
slowdowns or recessions, management's ability to manage the Company's growth and
planned expansion, difficulties in integrating or operating newly acquired
businesses, competition in the Company's market, changes in government
regulations, the Company's ability to expand origination volume while reducing
overhead, the impact of new legislation or court decisions restricting the
activities of lenders or suppliers of credit in the Company's market, other risk
factors disclosed from time to time in the Company's filings with the Securities
and Exchange Commission and the inability of the Company to manage the risks
associated with the foregoing as well as anticipated. These risks and
uncertainties should be considered in evaluating forward-looking statements
and
undue reliance should not be placed on such statements. Additional information
concerning the Company and its business, including additional factors that
could
materially affect the Company's financial results, is included in the Company's
filings with the Securities and Exchange Commission.
For
Further Information Contact:
Dave
Gentry, Aurelius
Consulting Group, Inc.,
Century
Bank Building, 541 S. Orlando Avenue, Suite 206, Maitland, FL 32751, (407)
644-4256, Fax: (407) 644-0758, dave@aurcg.com

text:
United
Financial Mortgage Corp.

text: AmPro Mortgage Corporation

text:
United
Financial Mortgage Corp.

text: AmPro Mortgage Corporation

text: United Financial Mortgage Corp.

text:
United
Financial Mortgage Corp.


text:
EX-99.1
4
a17-21203_1ex99d1.htm
EX-99.1
Exhibit 99.1
Press Release
RLJ Lodging Trust Completes Merger with FelCor Lodging Trust
Bethesda, MD, September 1, 2017 - RLJ Lodging Trust ("RLJ") (NYSE: RLJ) today announced that it has completed its merger with FelCor Lodging Trust Incorporated ("FelCor"). This transaction was previously approved by RLJ's shareholders and FelCor's stockholders at their respective special meetings held on August 15, 2017. The combined company, headquartered in Bethesda, Maryland, will retain the RLJ name and will trade under the existing ticker "RLJ" on the New York Stock Exchange.
"We are pleased to complete this transformative merger that creates the preeminent lodging REIT in the upscale focused-service and compact full-service space", commented Ross H. Bierkan, President and Chief Executive Officer of RLJ Lodging Trust. "Over the coming months we look forward to realizing the benefits of our expanded platform and executing our strategic plan to drive long-term shareholder value".
Leadership
The combined company will continue to be led by Robert L. Johnson as Executive Chairman, Ross H. Bierkan as President and Chief Executive Officer, and Leslie D. Hale as Chief Operating Officer and Chief Financial Officer. Concurrently with the completion of the merger, the number of trustees on RLJ's Board of Trustees was increased to eight. Patricia L. Gibson, a former director of FelCor, joined the existing seven members on RLJ's Board of Trustees.
Transaction Terms
Effective as of the merger, shares of FelCor common stock will no longer trade on the New York Stock Exchange. Each former share of FelCor common stock has been converted into 0.362 newly issued RLJ common shares. FelCor's operating units have been exchanged for limited partnership units in RLJ's operating partnership at a similar exchange ratio of 0.362.
In addition, each outstanding share of FelCor's $1.95 Series A cumulative convertible preferred stock has been converted into a newly created Series A cumulative convertible preferred share of RLJ. The RLJ Series A preferred shares will be listed on the New York Stock Exchange under the symbol "RLJprA".
Advisors
Barclays acted as financial advisor and Hogan Lovells and Arent Fox acted as legal advisors to RLJ in connection with the merger.
About Us
RLJ Lodging Trust is a self-advised, publicly traded real estate investment trust focused on acquiring premium-branded, focused-service and compact full-service hotels. The Company's portfolio consists of 158 hotels with approximately 31,180 rooms located in 26 states and the District of Columbia and an ownership interest in one unconsolidated hotel with 171 rooms.
Forward Looking Statements
Certain statements in this press release that are not in the present or past tense or that discuss the expectations of RLJ and/or FelCor are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward looking statements, which are based on current expectations, estimates and projections about the industry and markets in which RLJ operates and beliefs of and assumptions made by RLJ management, involve uncertainties that could significantly affect the financial results of the combined company. Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "forecast", "guidance", "outlook", "may", and "might" and variations of such words and similar expressions are intended to identify such forward looking statements, which generally are not historical in nature. Such forward-looking statements may include, but are not limited to, statements about the anticipated benefits of the merger between RLJ and FelCor, including future financial and operating results, the combined company's plans, objectives, expectations and intentions, the timing of future events, anticipated administrative and operating synergies, the anticipated impact of the merger on net debt ratios, cost of capital, future dividend payment rates, forecasts of FFO accretion, projected capital improvements, expected sources of financing, and descriptions relating to these expectations. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future - including statements relating to expected synergies, improved liquidity and balance sheet strength - are forward looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic climates, (ii) changes in the real estate industry, financial markets and interest rates, or to the business or financial condition of either company or business (iii) increased or unanticipated competition for the companies' properties, (iv) risks associated with acquisitions, including the integration of the combined companies' businesses, (v) the potential liability for the failure to meet regulatory requirements, including the maintenance of REIT status, (vi) availability of financing and capital, (vii) risks associated with achieving expected
revenue synergies or cost savings, (viii) risks associated with the companies' ability to consummate the merger and the timing of the closing of the merger, (ix) the outcome of claims and litigation involving or affecting either company, (x) applicable regulatory changes, and (xi) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by RLJ from time to time, including those discussed under the heading "Risk Factors" in our most recently filed reports on Forms 10-K and 10-Q. RLJ does not undertake any duty to update any forward looking statements appearing in this document.
###
Additional Contacts:
Leslie D. Hale, Chief Operating Officer and Chief Financial Officer, RLJ Lodging
Trust - (301) 280-7774
For additional information or to receive press releases via email, please visit our website:
http://rljlodgingtrust.com

text: RLJ Lodging Trust

text: FelCor Lodging Trust

text: RLJ Lodging Trust

text: FelCor Lodging Trust

text: Ross H. Bierkan

text: RLJ Lodging Trust

text: Ross H. Bierkan

text: Leslie D. Hale

text: Barclays

text: Hogan Lovells and Arent Fox

text: RLJ Lodging Trust

text: Leslie D. Hale

text:
RLJ Lodging
Trust


text:
EX-99.1
3
grvi_ex991.htm
PRESS RELEASE
grvi_ex991.htm
EXHIBIT 99.1
Grove Inc. Completes Acquisition of VitaMedica, Making a Strong Entrance Into
Nutraceuticals
HENDERSON, NV / August 5, 2021 Grove Inc. (the "
Company
" or "
Grove
") (NASDAQ: GRVI), the Nevada based company redefining the way hemp is bought, produced, and sold, is pleased to announce a strong entrance into the nutraceutical space with the completed purchase of VitaMedica, a leading online seller of supplements for Surgery + Recovery, Skin + Beauty, and Health + Wellness. The closing of the acquisition will be immediately accretive to Grove, being both top line and net income positive for the company.
The acquisition combines Grove's innovation in production with the extensive product line of VitaMedica, which has been recommended by thousands of doctors and served over 1 million patients. With this acquisition, the Company has taken direct aim at the vitamin + nutraceutical market in order to address the health + wellness needs of all consumers.
VitaMedica stood out, not only because of its reputation and testimonials from consumers, but because of 25 years of clinical use and physician-formulated products.
Allan Marshall, Chief Executive Officer of Grove, stated
"Our team at Grove gained a great company with an amazing product line that has generated more than $10 million in sales over the past several years and we believe has the potential for exponential growth from here. We at Grove are most excited about the team members we gained with the addition of Dr. Rahm, Yvette La-Garde and their entire team. I believe the people you get when acquiring a company are of critical importance to the combined company's success. This is a great start to our Fiscal 2022 and I look forward to working with everyone to maximize the opportunity".
Strategic Highlights
·
VitaMedica's
$10,000,000 in product sales
over the past several years adds to Grove's rapidly expanding revenue and YoY profits
·
The addition of Dr. Rahm provides Grove with a close connection to
thousands of doctors and over 1 million consumers
, laying the groundwork for future partnerships in the medical and therapeutic space for the use of Grove's expansive hemp-based products
·
The transaction adds a
diversified health and wellness portfolio
and entrance into nutraceuticals for Grove
·
Opportunity to
cross sell Grove and VitaMedica products
to both companies' existing customers and databases
·
Combining
VitaMedica's scientific approach to product creation with Grove's nationwide distribution channels
should further drive growth and new opportunities
1
About Grove
Grove, Inc. is in the business of developing, producing, marketing and selling raw materials, white label products and end consumer products containing the industrial hemp plant extract, Cannabidiol ("CBD"). The Company sells to numerous consumer markets including the botanical, beauty care, pet care and functional food sectors. It seeks to take advantage of an emerging worldwide trend to re-energize the production of industrial hemp as well as vitamins and to foster its many health and wellness uses for consumers.
About VitaMedica
For 25 years, VitaMedica nutritional supplements have been recommended by thousands of doctors to serve over one-million patients - to support recovery, promote skin health, maintain a healthy weight and fuel overall wellness. As a respected leader in the beauty and wellness space, VitaMedica's premium-quality products are guided by science and proven through clinical experience.
Forward-Looking Statements
This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, product development, integration and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our registration statement on Form S-1 and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Company Contact
Andrew Norstrud
Email: investorinfo@cbd.io
Phone: (702) 332-5591
Investor Relations Contact
TraDigital IR
John McNamara
Email: john@tradigitalir.com
Phone: (917) 658-2602
2

text: Grove Inc.

text: VitaMedica

text: Grove Inc.

text: VitaMedica

text: VitaMedica

text: VitaMedica

text: Allan Marshall

text: VitaMedica

text: VitaMedica

text: VitaMedica

text: VitaMedica

text: VitaMedica

text: VitaMedica


text:
EX-99.1
2
ex99-1.htm
ATLAS MINING CO PRESS RELEASE
ex99-1.htm
Exhibit
99.1
Atlas
Mining Company Announces Non-Core Asset Sale Update
Osburn,
Idaho, April 17, 2009 - Atlas Mining Company (OTC: ALMI) announced today it
entered into an agreement with AAMCOR LLC of North Salt Lake, UT through which
AAMCOR LLC will purchase certain non-core equipment from the Company for
$300,000 and will act as the exclusive agent for the sale of other non-core
equipment deemed unnecessary for the commercialization of the Dragon Mine
property.
The
proceeds generated both from the sale of equipment to AAMCOR LLC and the
recent sale of the Hagby 1000 Drill have provided the Company with over
$360,000 of additional liquidity. The agreement with AAMCOR will
enable management to continue to focus its attention primarily on the
commercialization of the Dragon Mine property. The Company continues
to market certain of its non-core mining claims and other assets.
All
inquiries regarding the Company's non-core mining equipment available for sale
should be directed to Mr. Harley Bradbury of AAMCOR LLC (www.aamcor.com) at
(801) 298-0719 or
harleycoint@bigplanet.com
. A
list of the equipment available for sale is included on the Atlas Mining Company
press release dated March 25, 2009.
Contact:
Atlas
Mining Company
Chris
Carney, Interim CFO
(208)
556-1181

text: AAMCOR LLC

text: AAMCOR LLC

text: AAMCOR LLC

text: Harley Bradbury

text: AAMCOR LLC

text:
Chris
Carney


text:
EX-99.1
2
v351280_ex99-1.htm
EX-99.1
FOR IMMEDIATE RELEASE
American Realty Capital Global Trust
Purchases Two U.K. Assets and Announces $50 Million Credit Facility
ARC Global's Portfolio Now Comprises
Over $40 Million of European Assets
New York, New York, July 30, 2013
- American Realty
Capital Global Trust, Inc. ("ARC Global") announced today that it recently acquired two U.K. real estate assets, including
a Thames Water Utilities office building located in Swindon, and a Wickes Building Supplies retail warehouse located in Stoke-on-Trent.
The properties were acquired for an aggregate purchase price of $23.3 million, excluding acquisition costs. The triple-net leases
have a weighted average remaining lease term of 9.9 years.
The office building is leased to Thames Water Utilities Limited,
a private utility company that provides public water supply and waste water treatment services in large parts of Greater London
and other parts of the United Kingdom. The retail warehouse represents ARC Global's second acquisition of a property leased
to Wickes Building Supplies Limited, a subsidiary of Travis Perkins plc (LSE: TPK), a leading supplier of building materials
in the U.K.
ARC Global also announced today its entry into a $50 million
credit facility with JPMorgan Chase Bank, N.A. The $50 million credit facility may be priced, based on ARC Global's leverage,
at either an alternate base rate plus 0.60% to 1.20% or at adjusted LIBOR plus 1.60% to 2.20%. Through additional commitments,
aggregate borrowings under the credit facility may be increased to up to $750 million.
Nicholas S. Schorsch, Chairman and Chief
Executive Officer of ARC Global commented, "These two recent acquisitions are examples of marrying high quality credit with
very strong European net lease real estate assets that we have been able to acquire with our partner in Europe, Moor Park. With
additional financing available through our new credit facility with JP Morgan, we will have ample flexibility and "dry powder"
to continue executing our European acquisition strategy while we identify strong office, industrial and special purpose net lease
assets in the U.S".
About American Realty Capital
Founded in 2006, American Realty Capital ("ARC"),
ARC Global's sponsor, is a full-service investment management firm providing advisory services to retail and institutional
investors. ARC is an active sponsor and manager of public and private real estate investments, a business development company and
other investment products. Collectively, ARC's senior team of seasoned professionals has acquired and managed over $8 billion of
real estate, as well as $5 billion of corporate sale-leasebacks and net leased properties.
http://www.americanrealtycap.com
About Moor Park Capital Partners LLP
Moor Park Capital Partners LLP ("Moor Park"), founded
in 2006, is a UK limited liability partnership and is regulated by the FSA. Headquartered in London, Moor Park is a private real
estate firm which concentrates on commercial property investment in Europe and has approximately £2.7 billion of real estate
assets currently under management. Moor Park provides a wide range of services to its clients, including, among others, acquisition,
development, asset, property and facility management, leasing services, centralized corporate support services and financing services.
The partners of Moor Park are Gary Wilder, Shemeel Khan and Jagdeep Kapoor, and together have 60 years plus experience structuring
and executing in excess of £20 billion of real estate transactions over their careers internationally.
http://www.moorparkcapital.com
About ARC Global
ARC Global
is a publicly registered, non-traded real estate investment program that intends to qualify as a real estate investment trust
for the taxable year ending December 31, 2013. Additional information about ARC Global can be found on its website at www.arcglobaltrust.com.
Important Notice
The statements in this press release that
are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that
could cause the outcome to be materially different. In addition, words such as "anticipate", "believe,"
"expect" and "intend" indicate a forward-looking statement, although not all forward-looking statements
include these words.
Contacts
From: Anthony J. DeFazio
For: Brian S. Block, EVP & CFO
DDCWorks
American Realty Capital Global Trust, Inc.
tdefazio@ddcworks.com
bblock@arlcap.com
Ph: (484-342-3600)
Ph: (212-415-6500)

text: American Realty Capital Global Trust

override: organization

text: Thames Water Utilities Limited

text: Nicholas S. Schorsch

label: fund

text: Moor Park

override: fund

text: JP Morgan

text: Moor Park Capital Partners LLP

text: Moor Park Capital Partners LLP

text: Moor Park

text: Moor Park

text: Moor Park

text: Moor Park


text:
EX-99.1
2
ahpsarasotaclosingpr.htm
EXHIBIT 99.1
Exhibit
EXHIBIT 99.1
NEWS RELEASE
Contact:
Deric Eubanks
Jordan Jennings
Joe Calabrese
Chief Financial Officer
Investor Relations
Financial Relations Board
(972) 490-9600
(972) 778-9487
(212) 827-3772
ASHFORD PRIME COMPLETES ACQUISITION OF RITZ-CARLTON SARASOTA FOR $171 MILLION
DALLAS, April 4, 2018 -- Ashford Hospitality Prime, Inc. (NYSE: AHP) ("Ashford Prime" or the "Company") announced today that it has completed the acquisition of the 266-room Ritz-Carlton Sarasota in Sarasota, Florida for $171 million ($643,000 per key), previously announced on February 16, 2018. The Company also closed on the acquisition of a 22-acre plot of vacant land for $9.7 million that is currently entitled for residential development adjacent to the golf course. Concurrent with the completion of the acquisition, the Company has financed the hotel with a $100 million non-recourse mortgage loan. This loan provides for a floating interest rate of LIBOR + 2.65% with a five-year term and is interest only for the first two years and then amortizes 1% annually for the remaining term of the loan. The property will continue to be operated as a Ritz-Carlton under a management agreement with Ritz-Carlton.
Ashford Hospitality Prime is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.
Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple's App Store and the Google Play Store by searching "Ashford".

text: Joe Calabrese

text: ASHFORD PRIME

text: RITZ-CARLTON SARASOTA

text: Ashford Hospitality Prime, Inc.

text: Ashford Prime

text: Ritz-Carlton Sarasota


text:
EX-99.1
2
v245304_ex99-1.htm
EXHIBIT 99.1
Unassociated Document
101 JFK Parkway
o
Short Hills, NJ 07078
news release
Contact:
Domenick Cama
ISBC
(973) 924-5105
dcama@myinvestorsbank.com
Investors Bancorp, Inc. Announces Acquisition of Brooklyn Federal Bancorp, Inc.
Short Hills, N.J. - (PR NEWSWIRE) - January 6, 2012 - Investors Bancorp, Inc. (NASDAQ: ISBC) and Brooklyn Federal Bancorp, Inc. (NASDAQ: BFSB) announced the completion of Investors Bancorp, Inc.'s acquisition of Brooklyn Federal Bancorp, Inc.
As previously disclosed, Investors Bancorp, Inc. entered into a separate agreement with a real estate investment fund to sell most of Brooklyn Federal Bancorp, Inc.'s commercial real estate loan portfolio. Investors Bancorp, Inc. intends to complete this sale on Monday, January 9, 2012.
"Investors Bancorp's acquisition of Brooklyn Federal Bancorp adds five branches to our branch network and approximately $390 million of deposits which complements our expansion into New York" said Kevin Cummings, President and CEO of Investors Bancorp, Inc. "We are committed to providing Brooklyn Federal's customers with the same high level of service to which they have become accustomed".
About Investors Bancorp, Inc.
Investors Bancorp, Inc. is the holding company for Investors Bank, which operates from its corporate headquarters in Short Hills, New Jersey, and as of December 31, 2011 had eighty one branch offices located throughout New Jersey and New York.
Forward Looking Statements
Certain statements contained herein are "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. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as "may", "will", "believe", "expect", "estimate", "anticipate", "continue", or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks, as described in our SEC filings, and uncertainties, including, but not limited to, those related to the real estate and economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity.
The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions, which may be made to any forward looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

text: Investors Bancorp, Inc.

text: Brooklyn Federal Bancorp, Inc.

text: Investors Bancorp, Inc.

text: Brooklyn Federal Bancorp, Inc.

text: Investors Bancorp, Inc.

text: Brooklyn Federal Bancorp, Inc.

text: Investors Bancorp, Inc.

text: Brooklyn Federal Bancorp, Inc.

text: Investors Bancorp, Inc.

text: Investors Bancorp

text: Brooklyn Federal Bancorp

text: Kevin Cummings

text: Investors Bancorp, Inc.

text: Investors Bancorp, Inc.

text: Investors Bancorp, Inc.


text:
EX-99.1
2
v323753_ex99-1.htm
EXHIBIT 99.1
Lapis
Technologies Announces the Acquisition of 47.5% of Micronet Ltd, Becoming a Controlling Party
Emerson, NJ
- (Sep 13, 2012) -
·
Six Months Results of Micronet are
$14.4 million Revenue and $3.4 million Net Income
·
80% of Micronet's Revenues are
Generated in the United States
Lapis Technologies, Inc.
(OTCQB:
LPST)
,
a provider of computer-based aerospace and defense technologies and solutions, announced today that
on
September 7, 2012, the Company acquired 47.5% of the issued and outstanding shares of Micronet Ltd. an Israeli corporation listed
on the Tel Aviv stock exchange (TASE: MCRNL). As a result of the Transaction, Lapis has become the largest shareholder of Micronet
and effectively the controlling shareholder.
Micronet is a developer, manufacturer and
seller of ruggedized computer-based platforms designed for integration into fleet management and mobile workforce management solutions
under severe environments. Its solutions facilitate mobile workforce productivity, enable corporate efficiency, and enhance customer
service. Micronet's OEM products are implemented internationally and recognized for their ingenuity, competitive pricing and service
excellence. With over 300,000 units sold, Micronet's customers are leading Fleet management / Mobile Resource Management
(MRM) solution and service providers, who require high quality, versatile and innovative hardware platforms that are fully programmable,
for independent application development and system integration. Micronet operates a modern manufacturing facility, ISO 9001-2008
certified.
Micronet Ltd reported $14.4 million revenue
for the first six months of 2012, growing from $3.8 million for the similar period of 2011.
David Lucatz, CEO of Lapis, said, "We
are very pleased to announce this acquisition. There are tremendous synergies between the two companies which will enable us to
grow on a global basis. We believe we can leverage our capabilities in two rapidly growing niche areas: the high tech defense systems
market and the ruggedized computer systems sector designed to improve efficiency of highly complex logistics. With our joint venture
in India, which has the fastest growing defense budget in the world, Lapis is well positioned to continue to leverage our Israeli
high tech capabilities for new applications and new markets".
Following the closing, Mr. Lucatz became
a member of Micronet's Board of Directors.
About Lapis Technologies, Inc.
Lapis
Technologies, Inc. (OTCQB: LPST) is focused on becoming a major force in the special purpose computer and computer technologies
for the military and special purpose field computers for logistics and operations. The Company's wholly owned subsidiary,
Enertec Systems 2001 Ltd. ("Enertec") is an Israeli-based developer, manufacturer and provider of military and airborne
systems, missiles command and control systems, simulators, automatic test equipment (ATE) and sophisticated power supplies, converters
and other power conversion products. Lapis Technologies' operations are located in Israel and serve leading Israeli defense
integrators in the market for both local Israeli and worldwide sales. Lapis Technologies is currently engaged in the formation
of a new joint venture with a leading Indian industrial group for the formation of a manufacturing and marketing platform in India
of products based on Enertec's aerospace and defense technology and expertise. For more information online please visit:
www.enertec.co.il
.
Lapis Technologies, Inc. Forward-looking
Statement
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. More detailed information about the risk factors affecting
Lapis Technologies' performance is contained in Lapis Technologies' Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission ("SEC") on March 30, 2012, which is available on the SEC's website,
www.sec.gov
.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analyses
only as of the date hereof. Lapis Technologies neither intends to, nor assumes any obligation to, update or revise these forward-looking
statements in light of developments that differ from those anticipated.
Contact Information
Company Contacts - Investor Relations:
Leslie Wolf-Creutzfeldt
Grayling
Phone: +1 646-284-9472
Email:
leslie.wolf-creutzfeldt@grayling.com
Dina Shir
Lapis Technologies, Inc
Phone: +972-544-652806
Email:
dina@dl-capital.com

text:
Lapis
Technologies

text: Micronet Ltd

text: Lapis Technologies

text: Micronet Ltd.

text: Lapis

text: Micronet Ltd

text: David Lucatz

text: Lapis

text: Lapis

text: Lapis Technologies

text:
Lapis
Technologies

text: Lapis Technologies

text: Lapis Technologies

text: Lapis Technologies

text: Lapis Technologies

text: Lapis Technologies

text: Lapis Technologies

text: Lapis Technologies


text:
EX-99.1
2
dp06118e_ex9901.htm
Unassociated Document
Exhibit
99.1
BIOVERIS
COMPLETES MERGER WITH ROCHE
Gaithersburg,
MD, June 26, 2007 -
BioVeris Corporation (NASDAQ: BIOV)
announced today that on June 25, 2007, at a Special Meeting of Stockholders,
the
Company's stockholders voted to approve Roche's acquisition of BioVeris, and
that the transaction was completed earlier today.
The
acquisition will allow Roche Diagnostics to expand its immunochemistry business
from the human diagnostic field into new market segments such as life science
research, life science development, patient self testing, veterinary testing,
drug discovery, drug development and clinical trials. By acquiring
BioVeris, Roche will own the complete patent estate of the
electrochemiluminescence (ECL) technology deployed in its Elecsys product line
which gives Roche Diagnostics the opportunity to fully exploit the entire
immunochemistry market.
Samuel
J.
Wohlstadter, former Chairman and Chief Executive Officer of BioVeris,
said: "I am extremely pleased that this transaction was successfully
completed. I want to thank all of BioVeris' customers, stockholders
and employees for their support throughout this process".
In
connection with the transaction, two newly formed entities established by Mr.
Wohlstadter purchased from BioVeris rights to certain intellectual property
and
related assets associated with BioVeris's vaccines research and a non-exclusive
limited license to use the ECL technology. These transactions with
Mr. Wohlstadter were approved by a Special Committee of independent directors
of
BioVeris's board.
Based
on
the results of the voting at the special meeting of BioVeris stockholders,
approximately 92% of the shares of BioVeris Common Stock and 100% of the shares
of Series B Preferred Stock present and voting, in person or by proxy, at the
special meeting voted in favor of the Merger Agreement. The number of
shares that voted to approve the Merger represents approximately 72% of the
total number of outstanding shares of BioVeris Common Stock and 100% of the
Series B Preferred Stock outstanding and entitled to vote as of May 17, 2007,
the record date for the special meeting.
BioVeris
has notified the NASDAQ Global Market of the closing of the transaction and
expects that no further trading in BioVeris stock will occur after today and
that its shares will no longer be listed. Roche has appointed
Computershare Inc. as paying agent, and, as soon as practicable, will mail
a
letter of transmittal and instructions to all BioVeris stockholders of
record. The letter of transmittal and instructions will contain
information on how to surrender stock certificates representing shares of
BioVeris Common Stock in exchange for $21.50 per share, without
interest. BioVeris' stockholders of record should wait until they
receive the letter of transmittal before surrendering their stock
certificates. Stockholders who hold shares through a bank or broker
will not have to take any action to have their shares exchanged for the merger
consideration as such exchanges will be handled by the bank or
broker.
About
BioVeris Corporation
BioVeris
Corporation is a global health care and biosecurity company developing
proprietary technologies in diagnostics and vaccinology. The Company
is dedicated to the development and commercialization of innovative products
and
services for healthcare providers, their patients and their
communities. BioVeris is headquartered in Gaithersburg,
Maryland. Further information about BioVeris is available at
http://www.BioVeris.com
.
About
Roche
Headquartered
in Basel, Switzerland, Roche is one of the world's leading research-focused
healthcare groups in the fields of pharmaceuticals and
diagnostics. As the global leader in biotechnology, Roche contributes
on a broad range of fronts to improving people's health and quality of life
by
supplying innovative products and services for the early detection, prevention,
diagnosis and treatment of diseases. Roche is the world leader in
in-vitro diagnostics, the leading supplier of drugs for cancer and
transplantation and a market leader in virology. It is also engaged
in other important therapeutic areas including autoimmune, inflammatory and
metabolic disease and diseases of the central nervous system. In 2006
sales by the Pharmaceuticals Division totaled 33.3 billion Swiss francs, and
the
Diagnostics Division posted sales of 8.7 billion Swiss francs. Roche
employs roughly 75,000 people worldwide and has R&D agreements and strategic
alliances with numerous partners, including majority ownership interests in
Genentech and Chugai. Additional information about the Roche Group is
available on the Internet at
www.roche.com
.

text: BIOVERIS

text: ROCHE

text: BioVeris Corporation

text: Roche

text: BioVeris

text: Roche Diagnostics

text: BioVeris

text: Roche

text: Roche Diagnostics

text: BioVeris

text: BioVeris

text: BioVeris

text: BioVeris

text: BioVeris

text: BioVeris

text: BioVeris

text: BioVeris

text: BioVeris

text: BioVeris

text: Roche

text: BioVeris

text: BioVeris

text: BioVeris

text: BioVeris Corporation

text:
BioVeris
Corporation

text: BioVeris

text: BioVeris

text: Roche

text: Roche

text: Roche

text: Roche

text: Roche

text: Roche


text:
EX-99.1
4
ex99-1.htm
Exhibit
99.1
U.S.
Energy Corp. Announces Asset Acquisition
HOUSTON,
TX - September 29, 2020 - U.S. Energy Corp. (NASDAQCM: USEG)
("U.S. Energy" or the "Company")
today announced that the Company has entered into an Asset Purchase Agreement and closed a transaction (the "Transaction")
to acquire operated and non-operated producing assets (the "Properties") primarily located in Lea County, New Mexico
and Converse County, Wyoming. The acquired Properties consist of select upstream assets of FieldPoint Petroleum Corporation ("FieldPoint")
and were acquired pursuant to Fieldpoint's Chapter 7 bankruptcy process.
Acquisition
Highlights
●
Proved
Developed Producing (PDP) reserves estimated at approximately 237,263 barrel of oil equivalent (Boe) (63% oil).
●
Proved
Developed Producing PV-10 estimated at $2.5 million.
●
Lea
County, New Mexico assets comprise approximately 82% of total Proved Developed Producing volumes.
●
Converse
County, Wyoming assets comprise approximately 15% of total Proved Developed Producing volumes.
●
Assets
acquired for $500,000 in cash.
"We
are pleased to announce this acquisition, which represents U.S. Energy's second acquisition of 2020 and follows our previously
stated strategy of seeking to acquire assets that represent mature, PDP heavy properties which we believe have significant upside
potential from existing operations", said Ryan Smith, Chief Executive Officer of U.S. Energy, who continued, "The
Properties, acquired at an approximate 80% discount to their current proved developed producing reserve value, add reserves and
immediate free cash flow, with operated acreage positions that are held by production to provide optionality for future opportunities.
As we continue to execute our consolidation strategy moving forward in 2020 and into 2021, U.S. Energy will continue to pursue
attractive opportunities that allow for capital efficient growth and increased shareholder value, while maintaining a low-cost
corporate structure and clean balance sheet".
Acquired
Properties Overview
As
of August 1, 2020, the Properties had total estimated proved reserves of approximately 237,263 Boe (63% oil), all of which are
proved developed producing reserves ("PDP"), and had a present value of estimated future net revenues before income
taxes discounted at 10% ("PV10") value of approximately $2.5 million. The properties are 59% non-operated and 41%
operated, with the non-operated assets being operated primarily by Cimarex Energy and ConocoPhillips in Lea County, New Mexico.
The
consideration paid at closing by U.S. Energy consisted of $500,000 in cash.
Acquired Assets
Estimated As of August 1, 2020**
Proved Developed Oil Reserves (barrels (Bbls))
149,940
Proved Undeveloped Oil Reserves (Bbls)
-
Total Proved Oil Reserves (Bbls)
149,940
Proved Developed Gas Reserves (thousand cubic feet (Mcf))
523,940
Proved Undeveloped Gas Reserves (Mcf)
-
Total Proved Gas Reserves (Mcf)
523,940
Total Proved Reserves (Boe)
237,263
PV10($000's)*
$
2,459
*Strip
Pricing as of September 9, 2020.
**
Estimated pursuant to the August 1, 2020 report of the Company's 3
rd
party reserve engineer, On Point Resources,
LLC.
Promissory
Note
U.S.
Energy also announced that the Company entered into a $375,000 Secured Promissory Note (the "Note") with the Company's
largest shareholder, APEG Energy II, L.P., which entity is controlled by a member of the Board of Directors. All proceeds from
the financing were used to fund the Company's recent acquisition. For more information on the acquisition and the Note,
please see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2020.
About
U.S. Energy Corp.
U.S.
Energy is an independent energy company focused on the acquisition and development of oil and gas producing properties in the
United States. Our business is currently focused on targeting mature, low decline assets with existing infrastructure that allows
us to maximize our return on capital in a cost effective and sustainable manner. More information about U.S. Energy Corp. can
be found at www.usnrg.com.
Forward-Looking
Statements
Certain
of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements
that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. Words such as "strategy", "expects", "continues", "plans,"
"anticipates", "believes", "would", "will", "estimates", "intends,"
"projects", "goals", "targets" and other words of similar meaning are intended to identify
forward-looking statements but are not the exclusive means of identifying these statements. Forward-looking statements in this
document may include statements regarding the Company's expectations regarding the Company's operational, exploration
and development plans; expectations regarding the nature and amount of the Company's reserves; and expectations regarding
production, revenues, cash flows and recoveries. Forward-looking statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those
implied or expressed by the forward-looking statements. Factors that could cause or contribute to such differences include, but
are not limited to, fluctuations in oil and natural gas prices, uncertainties inherent in estimating quantities of oil and natural
gas reserves and projecting future rates of production and timing of development activities, competition, operating risks, acquisition
risks, liquidity and capital requirements, the effects of governmental regulation, adverse changes in the market for the Company's
oil and natural gas production, dependence upon third-party vendors, and the duration, effects and governmental responses to,
COVID-19, among others. Such risks, uncertainties, and other factors also include, but are not necessarily limited to, those set
forth under Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31,
2019 and subsequently filed Quarterly Reports on Form 10-Q under the heading "Risk Factors". The Company operates
in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should
not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to,
and undertakes no obligation to, update or revise any forward-looking statements, except as otherwise required by law, and also
takes no obligation to update or correct information prepared by third parties that are not paid for by the Company. Readers are
also urged to carefully review and consider the other various disclosures in the Company's public filings with the Securities
Exchange Commission (SEC), including, but not limited to, the risk factors discussed above. The Company's SEC filings are
available at
http://www.sec.gov
.
Petroleum
engineering is a process of estimating underground accumulations of oil, natural gas and natural gas liquids (NGLs) that cannot
be measured in an exact way. The accuracy of any resource estimate depends on the availability of data, the interpretation of
such data and price and cost assumptions made by petroleum engineers. Such estimates are also subject to actual drilling, testing
and production activities. Accordingly, resource estimates included in this press release may differ significantly from the quantities
of oil, natural gas and NGLs that are ultimately recovered.
Corporate
Contact:
U.S.
Energy Corp.
Ryan
Smith
Chief
Executive Officer
(303)
993-3200
www.usnrg.com

text:
U.S.
Energy Corp.

text: U.S. Energy Corp.

text: Ryan Smith

text: U.S. Energy Corp.

text: U.S. Energy Corp.

text:
U.S.
Energy Corp.

text:
Ryan
Smith


text:
EX-99.2
3
exhibit99pnt2may15.htm
EXHIBIT 99.2
exhibit99pnt2may15.htm
Exhibit 99.2
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
Telephone: (972) 668-8834
Contact: Gary H. Guyton
Director of Planning and Investor Relations
Web Site: www.comstockresources.com
NEWS
RELEASE
For Immediate Release
COMSTOCK RESOURCES, INC. BOARD OF DIRECTORS
DECLARES A DIVIDEND AND AUTHORIZES $100 MILLION
SHARE REPURCHASE PLAN
FRISCO, TEXAS, May 15, 2013
- Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) announced today that its Board of Directors declared its first dividend payable to its stockholders and has approved an open market share repurchase plan following the divestiture of the Company's West Texas oil and gas properties.
As announced yesterday, Comstock completed the divestiture of it West Texas oil and gas properties which generated $808 million in net proceeds, after selling costs. The Company intends to use proceeds primarily to reduce debt and enhance financial flexibility. With the substantial improvement in the Company's balance sheet resulting from the divestiture and recognizing the high return earned on the investment in the West Texas properties, the Board of Directors initiated a quarterly dividend program and approved a share repurchase plan.
The Board of Directors declared a dividend of $0.125 per share to be paid on June 15, 2013 to all stockholders of record as of May 31, 2013. The June 15
th
dividend is the first dividend made by the Company on its common stock and is intended to be part of an ongoing quarterly program. The Board also approved an open market share repurchase plan which permits the Company to repurchase up to $100 million of its common stock in the open market. The timing and actual number of shares repurchased will depend on a variety of factors including the stock price, corporate and regulatory requirements and other market and economic conditions. The share repurchase plan does not obligate Comstock to acquire any specific number of shares.
"The completion of the divestiture of our West Texas properties provides the Company with a very strong balance sheet and a significant amount of capital to reinvest. The authorized share repurchase plan will give us the opportunity to increase the per share ownership in our existing assets as one potential use of that capital. The initiation of a quarterly dividend reflects the strong profits earned from our West Texas investment and from our continuing high return from the Eagle Ford Shale drilling program", commented M. Jay Allison, Comstock's Chief Executive Officer.
This press release may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct.
Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK.

text: Gary H. Guyton

text: COMSTOCK RESOURCES, INC.

text: Comstock Resources, Inc.

text: Comstock

text: West Texas oil and gas properties

text: Comstock

text: West Texas oil and gas properties

text: Comstock

text: Comstock

text: Comstock Resources, Inc.


text:
EX-99.1
3
a14-14840_1ex99d1.htm
EX-99.1
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
June 4, 2014
Contact: Keith Schroeder
Chief Financial Officer
(918) 824-4605
ORCHIDS PAPER PRODUCTS COMPANY CLOSES ON AGREEMENTS WITH FABRICA DE PAPEL SAN FRANCISCO, S.A. DE C.V.; ENTERS INTO CREDIT AGREEMENT WITH U.S. BANK
PRYOR, OKLAHOMA (June 4, 2014) - Orchids Paper Products Company ("Orchids") (NYSE MKT: TIS) today announced the closing of the transactions comprising a strategic alliance with Fabrica de Papel San Francisco, S.A. de C.V. ("Fabrica"), as previously discussed in Orchids' press release dated May 5, 2014. This alliance is expected to allow Orchids to effectively and efficiently service customers in the western United States.
Orchids paid an aggregate of $36.7 million under the agreements, consisting of shares of Orchids common stock having a value of $20 million and cash of $16.7 million, which Orchids will fund with a new term loan from U.S. Bank National Association ("U.S. Bank") as discussed below.
"We are excited to begin our partnership with Fabrica", stated Jeffrey Schoen, President and Chief Executive Officer of Orchids. "This alliance is expected to allow us to cost effectively provide high-quality products and superior customer service to a portion of the market that was previously difficult to access. It supports our vision of being recognized as a national supplier of high quality consumer tissue products in the value, premium and ultra-premium tier product categories, and we are confident it will lead to long-term value for our stockholders".
Additionally, Orchids announced its entrance into a credit agreement with U.S. Bank. The $75 million agreement includes a $45 million revolving credit line due June 2019 and a $30 million term loan due June 2020. The agreement has the effect of (i) extending and increasing Orchids' revolving working capital line of credit from $15 million to $25 million, (ii) increasing Orchids' revolving line of credit to include $20 million for the purchase and construction of assets in Oklahoma, and (iii) refinancing and extending Orchids' $10.8 million real estate loan and $7.2 million machinery and equipment loan into a single $30 million term loan, which also provides funding for the $16.7 million to be paid in accordance with the agreements with Fabrica. Borrowings under the agreement will bear interest at variable rates with margins ranging from 1% to 2% above LIBOR.
Please refer to the Orchids Form 8-K filing dated May 5, 2014 for details regarding various agreements of the alliance and the Orchids Form 8-K to be filed with the Securities and Exchange Commission for details regarding the new term loan.
Polsinelli PC represented Orchids and William Blair & Company acted as financial advisors to Orchids on the transactions with Fabrica.
Forward-Looking Statements
This release contains forward-looking statements that involve certain contingencies and uncertainties. Orchids intends these forward-looking statements to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "will", "may", "should", "could", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of such terms or other comparable terminology. Although Orchids believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. These statements are only predictions.
Factors that could materially affect Orchids' actual results, levels of activity, performance or achievements include, without limitation, Orchids' ability to obtain financing the parties' ability to consummate the Asset Purchase Agreement and related transactions, and those detailed under the caption "Risk Factors" in Orchids'Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on March 6, 2014.
Orchids' actual results may be materially different from what it expects. Orchids does not undertake any duty to update these forward-looking statements after the date hereof, even though Orchids' situation may change in the future. All of the forward-looking statements herein are qualified by these cautionary statements.
About Orchids Paper Products Company
Orchids Paper Products Company is an integrated manufacturer of tissue paper products serving the at home private label consumer market. From its operations in northeast Oklahoma, Orchids produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through premium quality market segments. Orchids provides these products to retail chains throughout the United States. For more information on Orchids and its products, visit Orchids' website at http://www.orchidspaper.com.
About Fabrica de Papel San Francisco, S.A. de C.V.
Fabrica de Papel San Francisco, S.A. de C.V. is a privately owned company, starting as a tissue converter in 1958. It has grown to 150,000 metric tons of capacity, one of the largest tissue manufacturers by capacity in Mexico. Fabrica started up the first NTT paper machine in the world in 2013.

text: Keith Schroeder

text: ORCHIDS PAPER PRODUCTS COMPANY

text: Orchids Paper Products Company

text: Jeffrey Schoen

text: Polsinelli PC

text: William Blair & Company

text: Orchids Paper Products Company

text: Orchids Paper Products Company


text:
EX-99
7
exhibit991.htm
EXHIBIT 99.1
Exhibit 99.1
Exhibit 99.1
Daybreak Acquires Interest in Shallow Oil Play in Kentucky
Favorably Amends Credit Facility
SPOKANE, Washington, September 3, 2013 -- Daybreak Oil and Gas, Inc. (OTCBB: DBRM) ("Daybreak" or the "Company"), a Washington corporation, is pleased to announce that it has acquired a 25% working interest in approximately 6,100 acres in two large contiguous acreage blocks in the Twin Bottoms Field in Lawrence County, Kentucky. App Energy, LLC ("App") is the operator of the project and owns the remaining 75% working interest. Pursuant to a joint operating agreement between App and Daybreak, the two companies have committed to drill three shallow horizontal oil wells in the Berea Oil Sand, which is at approximately 1,500 feet with over 50 drilling locations identified on the leases. Vertical gas wells currently on the leases have penetrated the Berea Oil Sand with log and other data indicating potential proved oil reserves are present in these reservoirs. In this same area of Lawrence County, Kentucky, over 40 horizontal oil wells have been drilled in the Berea Sand in the past year with substantial initial oil production rates along with associated natural gas. Oil reserves per well are expected to have an estimated ultimate recovery of 50,000 barrels of oil with estimated well cost of approximately $800,000 per completed well depending on the length of the lateral production leg of the well. The first well in the initial three well program is expected to spud on September 3, 2013.
The Company is also pleased to announce that it has favorably amended its credit facility with Maximilian Investors LLC ("Maximilian") as part of this transaction. Under the terms of the amended and restated credit facility, the Company's initial credit line has increased from $20 million to $50 million and its interest rate decreased from 18% to 12% per annum. The amended and restated credit facility also provides for Maximilian to loan funds to the Company under a separate $40 million credit line to be loaned by the Company to App, primarily to fund its drilling operations. The funds initially loaned to App will accrue interest at 16.8% per annum and subsequent advances will accrue interest at 12% per annum. App's obligations to the Company are secured by a lien on and security interest in substantially all of App's property, including substantially all of its oil and gas interests in Kentucky. As a result of Maximilian introducing the Kentucky transaction with App to the Company, Maximilian was issued 6.1 million shares of the Company's common stock on a fully-diluted basis and a warrant to purchase 6.1 million shares of the Company's common stock on a fully-diluted basis at $.10 per share. The Company has also granted to Maximilian a net profits interest of 50% of its net profits after the Company has recovered its costs from its Kentucky drilling operations with App.
James. F. Westmoreland, President and Chief Executive Officer, commented, "This transaction is a perfect complement to our California operations with similar characteristics; such as shallow oil, low risk, and moderate cost to drill and complete. A major benefit to Daybreak is that the Kentucky wells have initial production rates that are substantially higher than our California wells. We anticipate the production rates will level out to approximately the same rates as our California wells within a year of being brought into production With the addition of these new Kentucky properties to our California properties, the Company expects to see a significant improvement in its cash flow and earnings. We are also pleased to team up with App, an operation that has personnel experienced in oil and gas operations in the Appalachian Basin of Kentucky. Their expertise brings significant value to the operation and we look forward to a long working relationship with them. We are also pleased that Maximilian brought this transaction to us, and as a result we were able to favorably amend our credit facility. This will allow us to not only participate in the Kentucky project while continuing our development of our California project, but it will also give us the opportunity to seek other projects with similar characteristics that will complement our ongoing operations in California and Kentucky".
Daybreak Oil and Gas, Inc. is an independent oil and gas company engaged in the exploration, development and production of oil and gas in California and Kentucky. The Company is headquartered in Spokane, Washington with an operations office in Friendswood, Texas. Daybreak owns a 3-D seismic survey that encompasses 20,000 acres over 32 square miles with approximately 13,000 acres under lease in the San Joaquin Valley of California. Daybreak also owns a 25% working interest in approximately 6,100 acres under lease in the Appalachian Basin in Lawrence County, Kentucky.
More information about Daybreak Oil and Gas, Inc. can be found at www.daybreakoilandgas.com.
Contact:
Ed Capko Telephone: 815-942-2581
Investor Relations Email: edc@daybreakoilandgas.com
Certain statements contained in this press release constitute "forward-looking statements" as defined by the Securities and Exchange Commission. Such statements can be identified by the use of forward-looking terminology such as "believe", "expect", "may", "should", "up to", approximately", "likely", or "anticipates" or the negative thereof. These forward-looking statements are based on our current expectations, assumptions, estimates and projections for the future of our business and our industry and are not statements of historical fact. Such forward-looking statements include, but are not limited to, statements about our expectations regarding our financing, our future operating results, our future capital expenditures, our expansion and growth of operations and our future investments in and acquisitions of oil and natural gas properties. We have based these forward-looking statements on assumptions and analyses made in light of our experience and our perception of historical trends, current conditions, and expected future developments. However, you should be aware that these forward-looking statements are only our predictions and we cannot guarantee any such outcomes. Future events and actual results may differ materially from the results set forth in or implied in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: general economic and business conditions; exposure to market risks in our financial instruments; fluctuations in worldwide prices and demand for oil and natural gas; fluctuations in the levels of our oil and natural gas exploration and development activities; our ability to find, acquire and develop oil and gas properties, including the ability to develop the East Slopes Project prospects; risks associated with oil and natural gas exploration and development activities; competition for raw materials and customers in the oil and natural gas industry; technological changes and developments in the oil and natural gas industry; legislative and regulatory uncertainties, including proposed changes to federal tax law and climate change legislation, and potential environmental liabilities; our ability to continue as a going concern; and our ability to secure additional capital to fund operations. Additional factors that may affect future results are contained in our filings with the Securities and Exchange Commission ("SEC") and are available at the SEC's web site http://www.sec.gov. Daybreak Oil and Gas, Inc. disclaims any obligation to update and revise statements contained in this press release based on new information or otherwise.

text: Daybreak

text: Daybreak Oil and Gas, Inc.

text: Daybreak

text: App Energy, LLC

text: Daybreak

text: Daybreak

text: Daybreak Oil and Gas, Inc.

text: Daybreak

text: Daybreak

text: Daybreak Oil and Gas, Inc.

text: Daybreak Oil and Gas, Inc.


text:
EX-99.1
5
ex991.txt
PRESS RELEASE
Global Gold Corporation Acquires Tukhmanuk Mine in Armenia and
Closes Private Placement
Greenwich, CT--August 1, 2005 --Global Gold Corporation (OTCBB-GBGD)
(www.globalgoldcorp.com) today acquired the Tukhmanuk gold mine, plant, and
surrounding exploration sites in Armenia and, on July 29, closed a private
placement raising three million dollars. Global Gold will use the proceeds
to fund the Tukhmanuk acquisition and expansion as well as to further its
mining and exploration projects and for working capital.
The transaction involved the issuance of four million shares of common
stock at $0.75 per share. Each new share issued carries a warrant to
purchase one half of one additional share at $1.50 per share. The warrants
are exercisable on or before July 31, 2007. Lead investors include current
shareholders Firebird Global Master Fund, Ltd., Firebird Republics Fund,
Ltd, and Firebird Avrora Fund, Ltd (www.fbird.com) and new shareholders
East Capital (www.eastcapital.com), Falcon QPLP, and Dover Industries.
The Tukhmanuk property is adjacent to Global Gold's Hankavan property in
central Armenia, between the Aragatsotn and Kotayk provinces. In addition
to the central property the acquisition includes a 200,000 tonne per year
capacity plant and the Damlik, Mirak, Grebnevaya, Ozyornaya, Emin Yourt,
Voskedzor, and Dalma exploration sites. The property is held by the
Armenian company Mego-Gold, LLC, for which Global Gold's subsidiary Global
Gold Mining, LLC ("GGM") agreed to pay $3,500,000. GGM is initially paying
$1,500,000 for 51% of Mego-Gold and paying the balance of the purchase
price for the remaining 49% within two years.
Global Gold Corporation is an international gold mining, development and
exploration company with mining properties in Chile and Armenia. Global
Gold Corporation is located at 104 Field Point Road, Greenwich, CT 06830.
The main phone number is 203-422-2300. More information can be found at
www.globalgoldcorp.com.
To the extent that statements in this press release are not strictly
historical, including statements as to revenue projections, business
strategy, outlook, objectives, future milestones, plans, intentions, goals,
future financial conditions, future collaboration agreements, the success
of the Company's development, events conditioned on stockholder or other
approval, or otherwise as to future events, such statements are
forward-looking, and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The forward-looking
statements contained in this release are subject to certain risks and
uncertainties that could cause actual results to differ materially from the
statements made.
Contact: Drury J. Gallagher-- ggc@globalgoldcorp.com

text: Global Gold Corporation

text: Global Gold Corporation

text: Global Gold Corporation

text:
Global
Gold Corporation


text:
EX-99
6
npc-ex991toform8k_8209412v2.htm
EXHIBIT 99.1
NEWS RELEASE
Contact: Troy D. Cook
Executive Vice President &
Chief Financial Officer
913-327-3109
NPC INTERNATIONAL, INC. ANNOUNCES CLOSING OF ACQUISITION OF 191 UNITS AND SALE OF 70 UNITS TO PIZZA HUT, INC.
Net Acquisition represents a 12% increase in NPC operated Pizza Hut units
OVERLAND
PARK,
KANSAS,
(DECEMBER
9
,
2008
)
- NPC International, Inc. announced today that it has closed the transactions contemplated by two previously announced agreements signed with Pizza Hut, Inc ("PHI"):
(i) an Asset Purchase Agreement, as amended ("APA"), pursuant to which NPC agreed to purchase from PHI 89 Pizza Hut units for $26.0 million in cash.
(ii) an Asset Purchase and Sale Agreement, as amended ("PSA"), pursuant to which PHI agreed to purchase from NPC 70 Pizza Hut units for $18.8 million in cash and NPC agreed to purchase from PHI 102 Pizza Hut units for $26.1 million in cash.
The units sold by PHI include 41 fee-owned locations. NPC acquired one of these properties included in the APA and is leasing 40 of them from PHI. The units sold by NPC include 2 fee owned locations that are being leased to PHI.
The units sold pursuant to the PSA are expected to result in a material non-cash loss for NPC due to the anticipated write-down of intangible assets including franchise rights and goodwill relating to the sold stores. NPC currently estimates that the amount of the pre-tax charge will range from $29 million to $32 million. The final charge will be determined following the completion of certain asset valuations, and the amount is subject to change based upon completion of the process. The final charge will be determined and recorded in the fourth quarter of fiscal 2008.
The transaction was funded by the proceeds from the sale of Pizza Hut units to PHI, approximately $13.5 million of available cash reserves and borrowings on the Company's $75.0 million revolving credit facility.
NPC International, Inc. is the world's largest Pizza Hut franchisee and operates 1,098 Pizza Hut restaurants, 18% of the entire domestic Pizza Hut system, and delivery/carryout units in 27 states.
*******************************************************
7300 W 129
th
St,
Overland Park, KS 66213

text: NPC INTERNATIONAL, INC.

text: PIZZA HUT, INC.

text: NPC

text: NPC International, Inc.

text: PHI

text: NPC

text: PHI

text: PHI

text: NPC 70 Pizza Hut units

text: NPC

text: PHI

text: PHI

text: NPC

text: PHI

text: NPC

text: PHI

text: NPC

text: NPC

text: PHI

text: NPC International, Inc.


text:
EX-99.3
4
a2155258zex-99_3.htm
EXHIBIT 99.3
QuickLinks
-- Click here to rapidly navigate through this document
Exhibit 99.3
PRIMEDIA INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
On September 24, 2004, PRIMEDIA Inc. ("PRIMEDIA") announced that it would explore strategic options for its Workplace Learning division (excluding
the Interactive Medical Network division) ("PWPL"), and was actively pursuing the sale of PWPL. On March 31, 2005, PRIMEDIA completed the sale of Bankers Training &
Consulting Company (BTCC), a division of PWPL, for cash proceeds of $21.3 million to Bank Administration Institute. On April 1, 2005, PRIMEDIA completed the sale of the remaining net
assets of PWPL to Trinity Learning Corporation for the assumption of liabilities.
Pro Forma Condensed Consolidated Balance Sheet
The following unaudited pro forma condensed consolidated balance sheet has been prepared based on the historical consolidated balance sheet of PRIMEDIA after
giving effect to the sale of PWPL and the assumptions and adjustments described in the accompanying notes to this unaudited pro forma condensed consolidated balance sheet. The unaudited pro forma
condensed consolidated balance sheet gives effect to the divestiture of PWPL by PRIMEDIA as if it had occurred on December 31, 2004. The unaudited pro forma condensed consolidated balance sheet
was derived by adjusting the historical consolidated balance sheet of PRIMEDIA for the sale of the assets and liabilities associated with PWPL and the pro forma adjustments described in the notes to
the unaudited pro forma condensed consolidated balance sheet.
The
results of operations of PWPL had been classified as a discontinued operation for all periods presented in the audited historical consolidated financial statements and notes thereto
included in PRIMEDIA's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on March 16, 2005, in accordance with Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. As a result, PRIMEDIA has not presented
unaudited pro forma condensed statements of consolidated operations in this Current Report on Form 8-K. The unaudited pro forma condensed consolidated balance sheet, including the
notes thereto, is qualified in its entirety by reference to, and should be read in conjunction with, PRIMEDIA's audited historical consolidated financial statements.
The
unaudited pro forma condensed consolidated balance sheet is presented for illustrative purposes only and is not necessarily indicative of the consolidated financial position that
would have actually been reported had the divestitures occurred as of December 31, 2004, nor is it necessarily indicative of PRIMEDIA's future consolidated financial position. The unaudited pro
forma condensed consolidated balance sheet is based upon estimates and assumptions. These estimates and assumptions are preliminary and have been made solely for the purpose of developing this pro
forma information.
PRIMEDIA INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(dollars in thousands)
December 31, 2004
Historical
Consolidated
PWPL
Pro Forma
Adjustments
Pro Forma
Consolidated
Assets
Current assets:
Cash and cash equivalents
$
13,000
$
21,306
(a)
$
34,306
Accounts receivable, net
179,005
179,005
Inventories
22,696
22,696
Prepaid expenses and other
29,423
29,423
Assets held for sale
40,274
$
40,274
-
Total current assets
284,398
40,274
21,306
265,430
Property and equipment, net
79,806
79,806
Other intangible assets, net
242,884
242,884
Goodwill
902,579
902,579
Other non-current assets
49,381
49,381
Total Assets
$
1,559,048
$
40,274
$
21,306
$
1,540,080
Liabilities and Shareholders' Deficiency
Current liabilities:
Accounts payable
$
84,732
$
84,732
Accrued expenses and other
143,112
$
1,373
(b)
144,485
Deferred revenues
157,314
157,314
Current maturities of long-term debt
24,919
24,919
Liabilities of businesses held for sale
26,980
$
26,980
-
Total current liabilities
437,057
26,980
1,373
411,450
Long-term debt
1,635,964
1,635,964
Shares subject to mandatory redemption
474,559
474,559
Deferred revenues
17,093
17,093
Deferred income taxes
75,172
75,172
Other non-current liabilities
64,023
64,023
Total Liabilities
2,703,868
26,980
1,373
2,678,261
Shareholders' deficiency:
Common stock
2,709
2,709
Additional paid-in capital
2,354,778
2,354,778
Accumulated deficit
(3,426,263
)
13,294
13,294
6,639
(c)
(b)
(3,419,624
)
Accumulated other comprehensive loss
(167
)
(167
)
Common stock in treasury, at cost
(75,877
)
(75,877
)
Total shareholders' deficiency
(1,144,820
)
13,294
19,933
(1,138,181
)
Total Liabilities and Shareholders' Deficiency
$
1,559,048
$
40,274
$
21,306
$
1,540,080
See
Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet.
2
Note 1. Basis of Pro Forma Presentation
The pro forma condensed consolidated balance sheet included herein has been prepared pursuant to Article 11 of Regulation S-X of the
United States Securities and Exchange Commission.
The
unaudited pro forma condensed consolidated balance sheet of PRIMEDIA has been prepared based on the historical consolidated balance sheets of PRIMEDIA and PWPL as of
December 31, 2004, after giving effect to the adjustments and assumptions described below.
PRIMEDIA
and PWPL employ accounting policies that are in accordance with accounting principles generally accepted in the United States of America. In management's opinion, all material
adjustments necessary to present fairly the pro forma financial position of PRIMEDIA have been made.
The
ongoing activity presented in this pro forma condensed consolidated balance sheet represents PRIMEDIA's assets and liabilities that were not divested in the sale of PWPL.
Note 2. Pro Forma Adjustments
On March 31, 2005, PRIMEDIA completed the sale of BTCC, a division of PWPL, for cash proceeds of $21.3 million to Bank Administration Institute. On
April 1, 2005, PRIMEDIA completed the sale of the remaining net assets of PWPL to Trinity Learning Corporation for the assumption of liabilities.
The
accompanying unaudited pro forma condensed consolidated balance sheet has been prepared as if the divestitures were completed on December 31, 2004 and reflects the following
pro forma adjustments:
(a) To
record the cash proceeds of the sale of BTCC to be used for general corporate purposes.
(b) To
record the combined pro forma net gain as a result of the divestitures of BTCC and the remaining net assets of PWPL.
Total cash consideration (excluding any adjustment for changes in net working capital)
$
21,306
Transaction costs
1,373
Net cash proceeds
19,933
Carrying value of the net assets sold
13,294
Combined pro forma net gain before income tax expense
6,639
Income tax expense
0
Combined pro forma net gain
$
6,639
No
income tax expense has been recorded on the divestitures of BTCC and the remaining net assets of PWPL as no current federal, state or local income taxes will be
payable as a result of the divestitures and any associated deferred income tax provision would be offset by a corresponding change to PRIMEDIA's valuation allowance.
(c) To
eliminate PWPL's equity from PRIMEDIA's consolidated shareholders' deficiency as a result of the divestitures.
3
QuickLinks
PRIMEDIA INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Consolidated Balance Sheet
PRIMEDIA INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Consolidated Balance Sheet (dollars in thousands)

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text:
Bankers Training &
Consulting Company

text: BTCC

text: Bank Administration Institute

text: PRIMEDIA

text: Trinity Learning Corporation

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: BTCC

text: Bank Administration Institute

text: PRIMEDIA

text: Trinity Learning Corporation

text: BTCC

text: BTCC

text: BTCC

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA


text:
EX-99.1
2
fmcex991acdclose.htm
EXHIBIT 99.1
FMC Ex 99.1 ACD Close
Exhibit 99.1
FMC Corporation
1735 Market Street
Philadelphia, PA 19103
USA
News Release
215.299.6000
fmc.com
For Release: Immediate
FMC Media Contact: Jim Fitzwater - +1 215.299.6633
james.fitzwater@fmc.com
FMC Investor Relations Contact: Alisha Bellezza - +1 215.299.6119
alisha.bellezza@fmc.com
FMC Corporation Completes Sale of Alkali Chemicals to Tronox
PHILADELPHIA, April 1, 2015 - FMC Corporation (NYSE:FMC) announced today the company has completed the sale of its Alkali Chemicals business to Tronox Limited (NYSE:TROX) in a transaction valued at $1.64 billion.
"We're pleased that the Alkali Chemicals business is now owned by Tronox, where it will thrive as part of a leading, global mining and minerals company", said Pierre Brondeau, FMC president, CEO and chairman. "Completing this transaction ensures FMC will maintain a strong balance sheet as we prepare to close the acquisition of agrochemical maker Cheminova A/S and complete our transformation into a global agriculture, health and nutrition company".
FMC expects to close the Cheminova acquisition in April.
BofA Merrill Lynch and Goldman, Sachs & Co. were FMC's financial advisors for this transaction. Wachtell, Lipton, Rosen & Katz and Morgan Lewis & Bockius LLP served as FMC's legal advisors for this transaction.
About FMC
FMC Corporation is a diversified chemical company serving agricultural, industrial and consumer markets globally for more than a century with innovative solutions, applications and quality products. In 2014, FMC had annual sales of approximately $3.3 billion from continuing operations. The company employs approximately 5,000 people throughout the world, and operates its businesses in three segments: FMC Agricultural Solutions, FMC Health and Nutrition, and FMC Lithium. For more information, visit www.FMC.com.
-more-
Page 2/ FMC Corporation Completes Sale of Alkali Chemicals to Tronox
Safe Harbor Statement under the Private Securities Act of 1995: Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning specific factors described in FMC Corporation's 2014 Form 10-K and other SEC filings. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. FMC Corporation does not intend to update this information and disclaims any legal obligation to the contrary. Historical information is not necessarily indicative of future performance.
# # #

text: FMC Corporation

text: FMC Corporation

text: Alkali Chemicals

text: Tronox

text: FMC Corporation

text: Alkali Chemicals

text: Tronox Limited

text: Alkali Chemicals

text: Tronox

text: BofA Merrill Lynch

text: Goldman, Sachs & Co.

text: Wachtell, Lipton, Rosen & Katz

text: Morgan Lewis

text: FMC Corporation

text: FMC Corporation

text: Alkali Chemicals

text: Tronox

text: FMC Corporation

text: FMC Corporation