text:
EX-99
5
ex991to8k_10012004.htm
EX-99.1
sec document
Exhibit 99.1
NuCO2 Inc.
2800 SE Market Place, Stuart, Florida 34997
www.nuco2.com
email: investor_relations@nuco2.com
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE CONTACTS: Michael E. DeDomenico
Chairman and CEO
Robert R. Galvin
CFO and Executive Vice President
(772) 221-1754
NUCO2 INC. ANNOUNCES $15.5 MILLION ACQUISITION OF
BULK CO2 BEVERAGE CARBONATION BUSINESS OF PAIN ENTERPRISES
---
TRANSACTION TO ADD NEARLY 9,800 NEW CUSTOMERS AND $10 MILLION IN REVENUE
STUART, FLORIDA, October 1, 2004 -- NuCO2 Inc. (Nasdaq: NUCO), the largest
supplier in the U.S. of bulk CO2 systems and services for carbonating fountain
beverages, today announced the acquisition of the bulk CO2 beverage carbonation
business, including nearly 9,800 bulk CO2 customer accounts and related assets,
from privately-owned Pain Enterprises, Inc., of Bloomington, IN, for total cash
consideration of $15.5 million. NuCO2 said it expects the acquisition to add
revenues of approximately $10 million annually and be accretive to operating and
profit margins in the current fiscal year. The purchase price includes
approximately $14.8 million for the acquisition of 9,800 customer accounts,
including 7,000 Pain-owned tanks in service, vehicles, parts, and supplies and
approximately $700,000 for the acquisition of Pain's tank refurbishing equipment
and inventory.
Pain Enterprises' bulk CO2 beverage carbonation business spans 12
Midwestern and Southeastern states - Florida, Georgia, Illinois, Indiana, Iowa,
Kentucky, Michigan, Missouri, Minnesota, Ohio, Tennessee and Wisconsin. It is
largely complementary to NuCO2's existing markets. NuCO2 has depot facilities
operating in all of Pain's 20 service areas with 13 in the same metro areas, and
the rest within 40 to 120 miles of existing Pain depots. No depots are being
purchased, although approximately 55 employees are expected to join NuCO2.
"This is an excellent fit with our market position and service
capabilities in these geographies", said Michael E. DeDomenico, NuCO2 Chairman
and CEO. "Pain Enterprises' bulk CO2 beverage carbonation business operates
along quality standards that are highly similar to those of NuCO2. The
acquisition provides NuCO2 with a sizable addition to our existing bulk CO2
business, which at June 30, 2004 totaled approximately 81,000 accounts and
69,000 tanks in service. We believe that the purchase price is at a highly
attractive multiple to EBITDA (earnings before interest, taxes, depreciation and
amortization). Moreover, we expect the integration into our existing
infrastructure to occur smoothly, and be positive to our business virtually from
the start".
"The proceeds from the sale will be put to good use growing our
remaining core business", said John F. Pain, founder of Pain Enterprises, a
company that is involved in, among other things, supplying dry ice, CO2 and
other gases, along with manufacturing bulk CO2 delivery trucks. "From our
strategic position it makes enormous sense, and having gotten to know the people
from NuCO2, we are convinced that our customers will continue to enjoy the
superior service we're proud to have provided. We wish NuCO2 much luck with a
business we enjoyed operating".
NuCO2 said the purchase price would be financed under its amended
Senior Credit Agreement.
ABOUT NUCO2
NuCO2 Inc. is the leading and only national provider of bulk CO2
products and services to the U.S. fountain beverage industry. With service
locations within reach of 99% of the fountain beverage users in the Continental
U.S., NuCO2's experienced professionals comprise the largest network of sales
and support specialists in the industry serving national restaurant chains,
convenience stores, theme parks and sports and entertainment complexes, among
others. NuCO2's revenues are largely derived from the installation, maintenance
and rental of bulk CO2 systems and delivery of beverage grade CO2, which are
increasingly replacing high pressure CO2, until now the traditional method for
carbonating fountain beverages. The technology offers consistent quality,
greater ease of operation, and heightened efficiency and safety utilizing
permanently installed on-site cryogenic storage tanks. NuCO2 provides systems
and services that allow its customers to spend more time serving their
customers. Visit the Company's website at WWW.NUCO2.COM
Statements contained in this press release concerning the Company's
OUTLOOK, COMPETITIVE POSITION AND OTHER STATEMENTS OF MANAGEMENT'S BELIEFS,
GOALS AND EXPECTATIONS 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, AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN OR IMPLIED BY
THE STATEMENTS. WITH RESPECT TO SUCH FORWARD-LOOKING STATEMENTS, WE CLAIM
PROTECTION UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE
RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE ABILITY OF THE
COMPANY TO ADD NEW ACCOUNTS, COMPETITION AND FUTURE OPERATING PERFORMANCE. THE
COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE ANY FORWARD LOOKING STATEMENT AS A
RESULT OF DEVELOPMENTS OCCURRING AFTER THE DATE OF THIS PRESS RELEASE.
###

text: NuCO2 Inc.

text: Robert R. Galvin

text: NUCO2 INC.

text: NuCO2 Inc.

text: Pain Enterprises, Inc.

text: John F. Pain

text: NuCO2 Inc.


dataset: buster

text:
EX-99.01
2
amerliberty_ex9901.htm
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Exhibit 99.01
AMERICAN LIBERTY
PETROLEUM CORP.
UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET
September 30, 2014
Avant Diagnostics, Inc.
September 30,
American Liberty Petroleum Corp.
Pro Forma
2014
July 31, 2014
Adjustments
Pro Forma
ASSETS
Current assets:
Cash and cash equivalents
$
6,000
$
-
$
-
$
6,000
Marketable securities
1,600,000
-
-
1,600,000
Total current assets
1,606,000
-
-
1,606,000
License, net
1,693,000
-
-
1,693,000
Total assets
$
3,299,000
$
-
$
-
$
3,299,000
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Total Liabilities
166,000
61,326
-
227,326
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock
-
-
-
-
Series B preferred stock
-
-
-
-
Common stock
72,000
1,074
(1,074
)
A
72,000
Additional paid-in capital
9,932,000
3,110,113
(3,110,113
)
A
9,932,000
Accumulated other comprehensive income (loss)
(400,000
)
-
-
(400,000
)
Accumulated deficit
(6,471,000
)
(3,172,513
)
3,111,187
A
(6,532,326
)
Total stockholders' equity (deficit)
3,133,000
(61,326
)
-
3,071,674
Total liabilities and stockholders' equity (deficit)
$
3,299,000
$
-
$
-
$
3,299,000
1
AMERICAN LIBERTY PETROLEUM CORP.
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
September 30, 2014
Avant Diagnostics, Inc.
September 30,
American Liberty Petroleum Corp.
Pro Forma
2014
July 31, 2014
Adjustments
Pro Forma
OPERATING EXPENSES:
Selling, general and administrative
$
525,000
$
29,354
$
-
$
554,354
Total operating expenses
525,000
29,354
-
554,354
Income tax (benefit) provision
-
-
-
-
Net loss
$
(525,000
)
$
(29,354
)
$
-
$
(554,354
)
Basic and diluted net loss per common share
$
(0.01
)
$
(0.00
)
$
-
$
(0.01
)
Shares used in computing basic and diluted net loss per common share
50,172,000
107,389,051
-
50,172,000
2
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION
NOTE 1. THE ACQUISITION
On December 29, 2014, Avant Diagnostics, Inc.
("Avant") entered into and closed a Agreement and Plan of Reorganization (the "Exchange Agreement") with
American Liberty Petroleum Corp. ("American"). Pursuant to the Exchange Agreement, American completed the acquisition
through the issuance of 74,354,139 shares of common stock to the shareholders of Avant in exchange for all the issued and
outstanding capital stock of Avant ("Avant Acquisition").
NOTE 2. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
The accompanying unaudited pro forma condensed
combined financial information gives effect to the Exchange Agreement as if it had occurred at an earlier date, and has been prepared
for illustrative purposes only and is not necessarily indicative of the condensed consolidated financial position or results of
operations in future periods or the results that actually would have been realized had Avant and American been a combined company
during the specified periods. The pro forma adjustments are based on the preliminary information available at the time of the preparation
of this document. In addition, the unaudited pro forma condensed combined financial information gives effect only to the adjustments
set forth in the accompanying notes and does not reflect any restructuring or acquisition related costs, or any potential cost
savings or other synergies that management expects to realize as a result of the acquisition. The unaudited pro forma condensed
combined financial information, including the notes thereto, are qualified in their entirety by reference to, and should be read
in conjunction with, the historical consolidated financial statements.
The unaudited pro forma condensed combined
financial information as of September 30, 2014 has been derived from Avant's audited consolidated financial statements as
of September 30, 2014 included elsewhere in this current report on Form 8-K, and the unaudited financial statements of American
as of July 31, 2014 as filed in their Form 10-Q as of the same period ended.
This unaudited pro forma condensed combined
financial information should be read in conjunction with these unaudited financial statements and notes related to those financial
statements in connection with the proposed acquisition are presented below:
·
the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information;
·
the audited consolidated balance sheet of Avant as of September 30, 2014, the audited statements
of operations of Avant for the year ended September 30, 2014, and the notes relating thereto, included in this Form 8-K; and the
unaudited balance sheet of American as of July 31, 2014 and the unaudited statement of operations of American for the nine months
ended July 31, 2014, and the notes relating thereto, included in this Form 8-K; and
(A) This adjustment reflects the amount necessary
to eliminate the common stock and additional paid in capital of American as a result of the transaction.
3

label: organization

text:
AMERICAN LIBERTY
PETROLEUM CORP.

text: Avant Diagnostics, Inc.

text: American Liberty Petroleum Corp.

text: AMERICAN LIBERTY PETROLEUM CORP.

text: Avant Diagnostics, Inc.

text: American Liberty Petroleum Corp.

text: Avant Diagnostics, Inc.

text: American Liberty Petroleum Corp.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
mis_8k1022ex991.htm
PRESS RELEASE
mis_8k1022ex991.htm
Exhibit
99.1
FOR
IMMEDIATE RELEASE
MISCOR
Group Expands into Mechanical Contracting with Acquisition of Ideal
Consolidated
SOUTH
BEND, Ind., Oct. 22, 2007
- Industrial services provider MISCOR Group,
Ltd. (OTC BB: MCGL) today announced it has acquired privately-held Ideal
Consolidated, Inc., a provider of mechanical contracting services, including
HVAC, plumbing and industrial piping. Ideal reported revenues of
approximately $8 million for the year ended December 31, 2006. The
deal marks MISCOR's 9
th
acquisition
since
2000 and is expected to be immediately accretive to earnings.
MISCOR
said the acquisition of Ideal provides an entry for MISCOR into the HVAC,
plumbing and other mechanical areas, enabling the Company to expand its existing
construction and engineering services offerings. Ideal provides
services through the conventional plan and specification delivery method
of
construction and the design/build method. The company also has a service
department that provides maintenance and repair services for mechanical
systems. The deal widens MISCOR's Midwest footprint,
opening new doors in North Central Indiana and Southwest
Michigan. Ideal Consolidated is based in South Bend, Ind., and serves
primarily commercial, industrial and institutional customers.
"The
addition of Ideal's services and industry-leading talent is a great win for us
as we continue to seek new and innovative ways to provide services to our
growing customer base", said John Martell, president and CEO of
MISCOR. "This acquisition is a logical extension of the work our
Construction and Engineering Services segment currently offers and enables
us to
take another step in our growth plan toward becoming a national service provider
of mechanical and electrical solutions".
MISCOR
noted it will retain the Ideal Consolidated name and brand identity, and
the
existing staff. Current Ideal president and majority owner, Darrell
L. Graf will stay on in a consulting capacity and Tim Stuver will remain
as Vice
President of Operations, adding to MISCOR's roster of industry leading
management.
Ideal
President G
raf said
:
"
T
his
i
s
a great opportunity to
align
with a company whose
culture
,
values
and
business model mirror
our
own. MISCOR's commitment to customer service and employee retention and
training, when combined with their long-term growth plans
and proven experience in
the industrial
services sector
,
will be a
tremendous benefit to
the Ideal brand and
our customers and
employees
."
-
more
-
MISCOR
- page 2 of 2
Martell
added, "Ideal is a recognized leader in the mechanical contracting industry in
the markets it serves, and maintaining the company's identity while bringing Mr.
Graf and Mr. Stuver on board is a great opportunity for us to expand our
knowledge base in this area. Their industry experience, along with
the rest of the Ideal team, will be instrumental in the future growth and
development of this business".
The
acquisition of Ideal Consolidated is another example of MISCOR's ongoing
strategic growth plan to add products, services and an expanding service
reach
through a mix of acquisitions and organic growth in the mechanical and
electrical areas.
Financial
terms of the transaction are available on a Form 8-K filed with the Securities
and Exchange Commission (SEC) at
www.sec.gov
.
About
MISCOR
South
Bend, Ind.-based MISCOR Group, Ltd. (OTC BB: MCGL) provides electrical and
mechanical solutions to industrial, commercial and institutional customers
through two segments: RRM (repair, remanufacturing and manufacturing) segment,
which provides maintenance and repair services for industrial motors, generators
and lifting magnets, and diesel engine component manufacturing,
remanufacturing and repair services; and ECS (engineering and construction
services) segment, which provides a wide range of electrical contracting
services and engineering and repair services for electrical power distribution
systems to industrial, commercial and institutional customers. MISCOR
also provides on-site maintenance services along with custom and standardized
industrial maintenance training programs. Formerly known as Magnetech
Integrated Services Corp., MISCOR was ranked on the
Inc.
500 in 2004
and 2005 and has grown to more than 450 employees in 12 locations
nationwide.
Forward-Looking
Statements
This
press release includes "forward-looking statements" within the meaning of
the
safe harbor provisions of the United States Private Securities Litigation
Reform
Act of 1995.
These
forward-looking statements involve certain risks and uncertainties that
ultimately may not prove to be accurate. Actual results and future events
could
differ materially from those anticipated in such
statements.
For further discussion of risks and uncertainties,
individuals should refer to the Company's SEC filings. MISCOR Group, Ltd.
undertakes no obligation and does not intend to update these forward-looking
statements to reflect events or circumstances occurring after this press
release. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. All
forward-looking statements are qualified in their entirety by this cautionary
statement.
###
CONTACT:
Rich
Mullin, CFO
Jeff
Lambert, Patrick Kane
MISCOR
Group, Ltd.
Lambert,
Edwards & Associates, Inc.
(574)
234-8131
(616)
233-0500 pkane@lambert-edwards.com

text:
MISCOR
Group

text:
Ideal
Consolidated

text:
MISCOR Group,
Ltd.

text:
Ideal
Consolidated, Inc.

text: Ideal Consolidated

label: person

text: John Martell

text: Ideal Consolidated

text: Ideal Consolidated

text: MISCOR Group, Ltd.

text: MISCOR Group, Ltd.

text:
Rich
Mullin

text:
MISCOR
Group, Ltd.


text:
EX-99
3
ecolo8kex99091905.txt
NEWS RELEASE DATED 09-16-05
Exhibit 99
News Release dated September 16, 2005
Ecoloclean Acquires Aquatronics Industries, Inc.
CRYSTAL CITY, Texas, Sept 16, 2005 /PRNewswire-FirstCall via COMTEX/ --
Ecoloclean Industries, Inc. (OTC Bulletin Board: ECCI), announced today its
acquisition of Riverside, Rhode Island based Aquatronics Industries, Inc. For
the past twenty years, Aquatronics has provided effective solutions to a diverse
base of commercial and industrial customers with remediation equipment and
services for the removal of impurities and waste by-products. Aquatronics'
wastewater treatment systems equipment can be custom designed to remediate most
any liquid or solids waste management problems necessary to comply with state
and federal mandates. These custom design capabilities complement Ecoloclean's
existing equipment design, allowing for modification and adaptation to service a
dramatically broader base of customers and industries. Additionally, Aquatronics
offers fabrication, installation, field service capabilities and mobile systems
for on-site piloting and treatability assessment. Further, Aquatronics has
designed and made available an economic self-contained home/business water
purification system providing solutions to ever increasing contaminated water
problems in underdeveloped third world countries. Also, Aquatronics was
instrumental in assisting Ecoloclean Industries, Inc. (World Environmental
Technologies, Inc.) in the recent purification of drinking water provided to the
populace of the City of Biloxi, Mississippi. A partial list of Aquatronics
clients include AAMCO, Amtrol, Kenney Manufacturing, Cape Cod Laundry, National
Glass, Kenyon Industries, Simmons Manufacturing, General Electric, the British
Navy, Texas Instruments, U.S. Post Office and several more major manufacturing
entities. Aquatronics clients have received several special environmental merit
awards by the EPA and Sewer Authorities for past projects including the
Governor's Award, Attleboro, Massachusetts, the Narragansett Bay Commission
Environmental Efficiency Award, Providence, Rhode Island for the year 1992,
Pawtucket, Rhode Island for 1993 as well as the same award in 1999 from Lincoln,
Rhode Island.
Howard Schachter, President of Aquatronics Industries, Inc., said, "After 20
years of designing and installing water treatment systems, we feel very
fortunate to have joined forces with a company equally committed to perfecting
remediation techniques and dedicated to preserving, protecting and saving our
vital resource know as "WATER". We envision our combined efforts as a major step
forward in the field of water and wastewater purification. We will continue to
support Ecoloclean Industries, Inc. in their efforts to provide relief to the
Hurricane Katrina ravaged regions of the Louisiana and Mississippi Gulf Coast".
Royis Ward, President and CEO of Ecoloclean Industries, Inc., stated, "We are
pleased to have made Aquatronics Industries an integral part of our Company's
working structure and intend to build upon Aquatronics existing customer base
and established presence in the waste remediation industry. As we continue to
align ourselves with high caliber firms, we look forward to progressing our
scope of business, while expanding our capabilities in the waste remediation
marketplace and water purification industry".
About Aquatronics Industries, Inc.
Aquatronics Industries, Inc. has provided creative and cost effective solutions
to a wide range of industrial and commercial pure water, wastewater and solid
waste management problems for 20 years. Utilizing a patented non- chemical,
electro-coalescing technology, Aquatronics Industries began installing
"closed-loop" wastewater treatment systems for industry and has grown to
encompass a wide variety of both commercial and industrial pure water and
wastewater applications with flow rates ranging from 5 to 250 gallons per
minute. For more information about the Company, please visit their website at
http://www.aquatronicsindustries.com.
About Ecoloclean Industries, Inc.
Ecoloclean Industries, Inc. is the parent company of three wholly owned
operating subsidiaries: Ecoloclean, Inc., World Environmental Technologies,
Inc., and Aquatronics Industries, Inc. Utilizing various remediation techniques
and technologies, Ecoloclean Industries provides environmental waste remediation
to treat and remove impurities in contaminated and/or polluted liquids for a
variety of industries including, but not limited to, refineries, petroleum
related industries and oil and gas drillers. ECCI continues to seek technologies
and procedures that will offer its clients the safest and most cost effective
technologies available in the marketplace. For more information about the
Company, please visit http://www.ecoloclean.com.
This press release may be deemed to contain certain Forward-Looking Statements
with respect to the Company that are subject to risks and uncertainties that
include, but are not limited to, those identified in the Company's press
releases or discussed from time to time in the Company's Securities and Exchange
Commission Filings. Actual results may vary.

text: Ecoloclean

text: Aquatronics Industries, Inc.

text: Ecoloclean Industries, Inc.

text: Aquatronics Industries, Inc.

text: Ecoloclean

text: Ecoloclean Industries, Inc.

text: Howard Schachter

text: Aquatronics Industries, Inc.

text: Ecoloclean Industries, Inc.

text: Royis Ward

text: Ecoloclean Industries, Inc.

text: Aquatronics Industries, Inc.

text: Aquatronics Industries, Inc.

text: Ecoloclean Industries, Inc.

text: Ecoloclean Industries, Inc.

text: Ecoloclean

text: Aquatronics Industries, Inc.


text:
EX-99
2
a51346578ex99_1.htm
EXHIBIT 99.1
Exhibit 99
Canterbury
Park Holding Corporation Announces Real Estate Transactions and Related
Developments
SHAKOPEE, Minn.--(BUSINESS WIRE)--May 19, 2016--Canterbury Park Holding
Corporation (NASDAQ: CPHC) (the "Company") today announced it has
completed two significant, previously announced real estate
transactions. The Company also reported progress on related initiatives
to facilitate its real estate development plans.
On May 13, 2016 the Company sold 23.8 acres of land on the north side of
its Racetrack property to United Properties for approximately $4.3
million. Approximately $1.1 million of the purchase price was paid in
cash, and the remaining approximately $3.2 million will be paid by
United Properties to the Company under the terms of two promissory
notes. The promissory notes provide for payment over a three year period
at an interest rate of 1.43% and are secured by a mortgage on the
property sold.
Also on May 13, 2016 the Company purchased approximately 32 acres
adjacent to the Racetrack for a purchase price of $4,881,000, which
completed previously announced arrangements under a December 2015
contract. This property, known as the "Hauer Farm" is immediately
southwest of the Racetrack property and is also the site of the area
attraction known as "Sever's Corn Maze".
Management Comments
"We are pleased to complete the
purchase of the Hauer Farm property as we have always considered it a
strategic fit for our development plans", commented Mr. Randy Sampson,
Canterbury Park's President and Chief Executive Officer. "We are
actively working on plans for the eventual development of this 32 acre
parcel for an upscale multi-family residential project. However, for the
near term we will continue to rent the property to the Peterson family
for Sever's Corn Maze, which draws thousands of visitors to RiverSouth
every weekend during its fall season.
Mr. Sampson continued: "The 23.8 acre parcel on Fourth Avenue East that
we sold to United Properties is immediately across the street from the
new Amazon distribution center, making it most suitable for development
as a business park. We are pleased to have the opportunity to work with
United Properties, one of area's top developers on this transaction.
Also, an important feature of this sale is that, by combining the
transaction with our purchase of the Hauer farm, we were able to
structure it as a tax deferred exchange transaction using a qualified
intermediary pursuant to IRS Code Section 1031. As a result, the
majority of the approximately $3.9 million gain on the sale of the
United Properties parcel will be deferred for income tax purposes".
Mr. Sampson added: "I am also pleased to report progress we are making
on two key initiatives that will enable us to more efficiently develop
approximately 146 acres of our land that are not needed for our core
businesses -- what we call "underutilized property". First, we recently
completed a platting process for all of our land by filing the final
Canterbury 6th Addition plat with Scott County. Under this plat,
Canterbury Park's land is now organized in an orderly series of lots and
outlots which will facilitate the sale, lease and ultimate development
of the Company's underutilized property".
Mr. Sampson concluded: "We are also making progress on the
reorganization of our business structure to facilitate development of
our underutilized land (the "Reorganization"). The Reorganization is a
key element to our future development plans because it will create the
legal framework that will enable the Company to separate its regulated
gaming businesses from its real estate development activities. We have
made necessary filings with the Securities and Exchange Commission to
enable us to include the proposed Reorganization on our Annual
Shareholders Meeting agenda. Subject to completion of the SEC review
process, we currently expect that our Annual Meeting will be held on
Tuesday, June 28".
About Canterbury Park
:
Canterbury Park Holding
Corporation owns and operates Canterbury Park Racetrack, Minnesota's
only thoroughbred and quarter horse racing facility. The Company's
69-day 2016 live race meet begins on May 20 and ends September 17. In
addition, Canterbury Park's Card Casino hosts "unbanked" card games 24
hours a day, seven days a week, offering both poker and table games. The
Company also conducts year-round wagering on simulcast horse racing and
hosts a variety of other entertainment and special events at its
facility in Shakopee, Minnesota. For more information about the Company,
please visit
www.canterburypark.com
.
Important Information Regarding Information Filed with the SEC
The
Company has filed a Registration Statement on Form S-4 and a preliminary
Proxy Statement/Prospectus with the Securities and Exchange Commission
with respect to the Reorganization described above. The Company will
make a copy of the definitive Proxy Statement/Prospectus available
through our website when it is available, and will transmit to all of
our shareholders information regarding how to access the definitive
Proxy Statement/Prospectus. The Proxy Statement/Prospectus and other
information filed with the SEC contain important information about the
Reorganization. Shareholders are urged to read the Proxy Statement and
the other relevant materials carefully when they become available before
deciding how to vote on the Reorganization.
When available, investors and shareholders may obtain free copies of the
Proxy Statement/Prospectus and relevant other documents filed with the
SEC by the Company through the EDGAR website maintained by the SEC at
www.sec.gov
.
In addition, shareholders may obtain free copies of the Proxy
Statement/Prospectus and the other relevant documents filed by the
Company with the SEC by contacting David C. Hansen, Secretary,
Canterbury Park Holding Corporation
Dhansen@canterburypark.com
.
Cautionary Statement
:
From time to time, in
press releases and in other communications to shareholders or the
investing public, the Canterbury Park Holding Corporation may make
forward-looking statements concerning possible or anticipated future
financial performance, business activities or plans based on
management's beliefs and assumptions. These forward looking statements
are typically preceded by the words such as "believes", "expects,"
"anticipates", "intends" or similar expressions. Shareholders and the
investing public should understand that these forward-looking statements
are subject to risks and uncertainties, including those disclosed in our
periodic filings with the Securities and Exchange Commission, which
could cause actual performance, activities or plans after the date the
statements are made to differ significantly from those indicated in the
forward-looking statements when made.
CONTACT:
Canterbury Park Holding Corporation
Randy Sampson,
952-445-7223

text:
Canterbury
Park Holding Corporation

text:
Canterbury Park Holding
Corporation

text: Racetrack property

text: United Properties

text: United Properties

text: Racetrack property

text: Randy Sampson

text: United Properties

text: United Properties

text: United Properties

text:
Canterbury Park Holding
Corporation

text: David C. Hansen

text: Canterbury Park Holding Corporation

text: Canterbury Park Holding Corporation

text: Canterbury Park Holding Corporation

text: Randy Sampson


text:
EX-99.1
2
a11-15986_1ex99d1.htm
EX-99.1
Exhibit 99.1
COWEN GROUP AND LABRANCHE & CO MERGER CONSUMMATED
NEW YORK, NY, June 29, 2011
- Cowen Group, Inc. ("Cowen") (NASDAQ: COWN) and LaBranche & Co Inc. ("LaBranche") (NYSE: LAB) today announced that all requisite regulatory approvals have been received and the merger between the companies was consummated pursuant to the terms of the merger agreement after the market close on June 28, 2011. The combined company will continue as Cowen Group, Inc. and trade under the ticker symbol "COWN" on the NASDAQ Stock Market. As of the close of market on June 28, LaBranche stock was delisted and will no longer trade on the New York Stock Exchange.
"We are very pleased to close this transaction and on behalf of all of my colleagues, I welcome LaBranche's employees, clients and all its constituents to Cowen", commented Peter Cohen, Cowen's Chairman and Chief Executive Officer. "Through the transaction, I believe the combined company should be able to accelerate its sector-focused sales and trading business growth plans in the area of electronic trading, broaden its global opportunities, and better utilize its balance sheet to generate attractive risk-adjusted returns via strategic and opportunistic investments in new businesses and professionals across the organization. We will start the integration process immediately and I expect it will proceed expeditiously".
Pursuant to the terms of the merger agreement, Cowen acquired LaBranche in a stock-for-stock merger transaction. LaBranche shareholders received a fixed ratio of 0.9980 of a share of Cowen Class A common stock for each outstanding share of LaBranche common stock. The total Cowen shares issued to LaBranche shareholders represent approximately 35 percent of the combined company shares outstanding after the transaction close.
About Cowen Group, Inc.
Cowen Group, Inc. is a diversified financial services firm and, together with its consolidated subsidiaries, provides alternative investment management, investment banking, research, and sales and trading services through its two business segments: Ramius and its affiliates makes up the Company's alternative investment management segment, while Cowen and Company is its broker-dealer segment. Its alternative investment management products, solutions and services include hedge funds, replication products, managed futures funds, fund of funds, real estate, health care royalty funds and cash management services. Cowen and Company offers industry focused investment banking for growth-oriented companies, domain knowledge-driven research and a sales and trading platform for institutional investors. Founded in 1918, the firm is headquartered in New York and has offices located in major financial centers around the world.
Cautionary Notice Regarding Forward-Looking Statements
This communication may contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, including statements relating to the market opportunity and future business prospects of the combined company. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Consequently, all forward-looking statements made during this communication are qualified by those risks, uncertainties and other factors.
These factors include, but are not limited to, (1) the ability to recognize the anticipated benefits of the combination of Cowen and LaBranche, including potential cost savings; and (2) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors.
Actual results may differ materially and reported results should not be considered an indication of future performance. Please reference the SEC filings of LaBranche and Cowen, which are available on their respective web sites, for detailed descriptions of factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements.
Additional information concerning these and other risk factors is contained in the joint proxy statement/prospectus, as well as LaBranche's and Cowen's most recently filed Annual Reports on Form 10-K and Form 10-K/A, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, as such filings may be amended from time to time. Except for the ongoing obligations of LaBranche and Cowen to disclose material information under the federal securities laws, neither LaBranche nor Cowen undertakes any obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.
Contact Information:
Peter Poillon, 646-562-1983
Head of Investor Relations / Corporate Communications
2

text: COWEN GROUP

text: LABRANCHE & CO

text: Cowen Group, Inc.

text: Cowen

text: LaBranche & Co Inc.

text: LaBranche

text: Cowen Group, Inc.

text: LaBranche

text: LaBranche

text: Cowen

text: Cowen

text: Cowen

text: LaBranche

text: LaBranche

text: Cowen

text: LaBranche

text: Cowen

text: LaBranche

text: Cowen Group, Inc.

text: Cowen Group, Inc.

text: Cowen

text: Cowen

text: Cowen

text: LaBranche

text: LaBranche

text: Cowen

text: LaBranche

text: Cowen

text: LaBranche

text: Cowen

text: LaBranche

text: Cowen


text:
EX-99.1
3
a14-0203pressrelease1.htm
PRESS RELEASE
14-0203PressRelease (1)
Corporate Resource Services Acquires Staff Management Group
NEW YORK, N.Y. -- (Business Wire) - February 3, 2014 -- Corporate Resource Services, Inc. (NASDAQ: CRRS), a diversified technology, staffing, recruiting, and consulting services firm, today announced that it has acquired New Jersey-based Staff Management Group.
"This is a strategic acquisition for Corporate Resource Services in New Jersey", said John P. Messina, Chief Executive Officer for CRS. "Staff Management Group generates over $85 Million in Sales and positions CRS as the largest staffing provider in the State of New Jersey. Dennis Omahen, Managing Partner of Staff Management Group, and his management team bring many years of experience to CRS and we plan on leveraging their business practices throughout the entire Tri-State Region. The synergies that exist in this in this new relationship will capture additional market share and create incremental profits for the corporation".
"We are excited to have Staff Management Group as a member of CRS and we will benefit tremendously from this acquisition", said Mark S, Levine, Chief Operating Officer for Corporate Resource Services, Inc. "The management team and location of Staff Management Group's offices complement our existing New Jersey infrastructure and we're optimistic about the growth and efficiencies CRS will realize in the next several months. Many of Staff Managements clients are recognized as nationwide companies and we're looking forward to expanding these customer relationships throughout CRS's national and international network".
"The Staff Management Group business will generate additional revenues for CRS, but most importantly will increase our profit margins in a very competitive marketplace", said, Michael J, Golde, Chief Financial Officer of CRS. "Staff Management puts over 4,000 employees to work every day at many businesses throughout New Jersey, and by acquiring this business CRS will increase shareholder value and position ourselves as a dominant force in the Northeastern United States".
About Corporate Resource Services, Inc.:
Corporate Resource Services, Inc. provides cloud-based enterprise applications and hosting services to PEO and staffing companies, as well as diversified staffing, recruiting, and consulting services. The Company offers trained employees in the areas of Insurance, Information Technology, Accounting, Legal, Engineering, Science, Healthcare, Life Sciences, Creative Services, Hospitality, Retail, General Business and Light Industrial work. The company's blended staffing solutions are tailored to our customers' needs and can include customized employee pre-training and testing, on-site facilities management, vendor management, risk assessment and management, market analyses and productivity/occupational engineering studies.
The Company's ability to deliver broad-based solutions provides its customers a "one stop shop" to fulfill their staffing needs from professional services and consulting to clerical and light industrial positions. Depending on the size and complexity of an assignment, Corporate Resource Services can create an on-site facility for recruiting, training and administration at the customers'
location. Company recruiters have the latest state of the art recruiting resources available to help customers secure the best candidates in today's ever-changing marketplace. CRS's national network of recruiters has staffing experts that get excellent results by focusing within their areas of expertise.
The Company operates 235 staffing and on-site facilities throughout the United States and the United Kingdom, and it offers its services to a wide variety of clients in many industries, ranging from sole proprietorships to Fortune 1000 companies. To learn more, visit
http://www.crsco.com.
This press release contains forward-looking statements, which are subject to risks and uncertainties. Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements. A number of these risks and other factors that might cause differences, some of which could be material, along with additional discussion of forward-looking statements, are set forth in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Source: Corporate Resource Services, Inc.
Corporate Resource Services, Inc.
Michael J. Golde
Chief Financial Officer
(646) 443-2380

text: Corporate Resource Services

text: Staff Management Group

text: Corporate Resource Services, Inc.

text: Staff Management Group.

text: Corporate Resource Services

text: John P. Messina

text: Staff Management Group

text: Dennis Omahen

text: Staff Management Group

text: Staff Management Group

text: Corporate Resource Services, Inc.

text: Staff Management Group

text: Staff Management Group

text: Corporate Resource Services, Inc.

text: Corporate Resource Services, Inc.

text: Corporate Resource Services

text: Corporate Resource Services, Inc.

text: Corporate Resource Services, Inc.

text: Michael J. Golde


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
Media Contact:
Marissa Travaline
(609) 561-9000 ext. 4227
mtravaline@sjindustries.com
Investor Contact:
Dan Fidell
(609) 561-9000 ext. 7027
dfidell@sjindustries.com
FOR IMMEDIATE RELEASE
SJI Completes Acquisition of Elizabethtown Gas and Elkton Gas
FOLSOM, NJ,
July 2, 2018 - SJI (NYSE: SJI) today announced the completion of its acquisition of New Jersey- based Elizabethtown Gas and Maryland-based Elkton Gas from a subsidiary of Southern Company Gas.
With the close of the transaction, SJI becomes the second largest natural gas provider in New Jersey, with service to more than 681,000 customers, and the third largest local gas distribution company in the United States.
The transaction adds 3,315 miles of natural gas pipeline to SJI's portfolio of regulated assets.
"The close of this transaction represents a historic milestone for SJI", said Michael J. Renna, President and CEO, SJI. "Today we officially welcome Elizabethtown Gas and Elkton Gas - two well-run and well-respected utilities - into the SJI family of companies".
"Together, we will further our commitment to safety, operational excellence and an outstanding customer experience, while providing the opportunity for high quality, regulated earnings growth", Renna added.
In June, SJI announced final regulatory approvals for the acquisition from the New Jersey Board of Public Utilities for Elizabethtown Gas and the Maryland Public Service Commission for Elkton Gas.
Guggenheim Securities served as lead financial advisor and BofA Merrill Lynch served as financial advisor to SJI. Gibson, Dunn & Crutcher LLP served as lead legal advisor to SJI.
About SJI
SJI (NYSE: SJI), an energy services holding company based in Folsom, NJ, delivers safe, reliable, affordable natural gas service to approximately 681,000 customers in New Jersey and Maryland through its three regulated natural gas utilities - South Jersey Gas, Elizabethtown Gas and Elkton Gas. SJI's non-utility businesses within South Jersey Energy Solutions promote efficiency, clean technology and renewable energy by providing customized wholesale commodity marketing and fuel management services; acquiring and marketing natural gas and electricity for retail customers; and developing, owning and operating on-site energy production facilities. SJI Midstream houses the company's interest in the PennEast Pipeline Project. Visit
sjindustries.com
for more information about SJI and its subsidiaries.
###

text: SJI

text: Elizabethtown Gas

text: Elkton Gas

text: SJI

text: SJI

text: Elizabethtown Gas

text: Elkton Gas

text: Southern Company Gas

text: SJI

text: SJI

text: SJI

text: Michael J. Renna

text: SJI

text: Elizabethtown Gas

text: Elkton Gas

text: SJI

text: SJI

text: Elizabethtown Gas

text: Elkton Gas

text: Guggenheim Securities

text: BofA Merrill Lynch

text: SJI

text: Gibson, Dunn & Crutcher LLP

text: SJI

text: SJI

text: SJI

text: SJI

text: Elizabethtown Gas

text: Elkton Gas

text: SJI

text: SJI

text: SJI


text:
EX-99.2
4
ex99_2.txt
EXHIBIT 99.2
99.2 Press Release, dated December 1, 2006, issued by Citadel Security
Software, Inc.
Citadel Security Software Receives Shareholder Approval for Sale of
Substantially All of Its Assets to McAfee
DALLAS, TX-Dec 1, 2006 -- Citadel Security Software Inc. (OTCBB: CDSS) announced
today that it has received shareholder approval to proceed with the sale of
substantially all of its assets to McAfee, Inc. (NYSE: MFE). The Company
previously announced that it had signed a definitive agreement to sell
substantially all of Citadel's assets for approximately $56 million in cash plus
an estimated $4 million in working capital reimbursement. The proposed
transaction is expected to close in the fourth quarter of 2006, subject to
satisfaction of all of the closing conditions in the definitive agreement.
About Citadel
Citadel Security Software Inc. delivers security solutions that enable
organizations to manage risk, reduce threats and enforce compliance with
security policies and regulations. Citadel's proven architecture provides a
business process to manage the increasing volume, frequency and complexity of
cyber security attacks. Citadel combines the world's largest active library of
remediations spanning all classes of vulnerabilities with a proven delivery
methodology to dramatically streamline vulnerability management and security
compliance and provide ROI from the first use. Citadel solutions are used across
the U.S. Department of Defense, at the U.S. Department of Veterans Affairs, the
U.S. Department of Energy, MCI, Raytheon and within other government and
commercial organizations. For more information on Citadel, visit
http://www.citadel.com, or call 888-8CITADEL.
----------------------
Forward-Looking Statements
This press release contains forward-looking statements based on current Citadel
management expectations. Those forward-looking statements include all statements
other than those made solely with respect to historical fact. Numerous risks,
uncertainties and other factors may cause actual results to differ materially
from those expressed in any forward-looking statements. These factors include,
but are not limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the asset purchase
agreement; (2) the outcome of any legal proceedings that may be instituted
against Citadel and others following announcement of the asset purchase
agreement; (3) the inability to complete the proposed transaction due to the
failure to satisfy conditions to McAfee's obligations to close; (4) risks that
the proposed transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the transactions; (5) the
ability to recognize the benefits of the asset purchase transaction, including
without limitation the risk that the amount of the proposed distribution to
Citadel's common stockholders could be reduced based on uncertainties related to
the amounts of taxes, liabilities, wind down expenses, indemnification
obligations or transaction expenses; (6) the amount of the costs, fees, taxes,
expenses and charges related to the transactions; and (7) the matters disclosed
in the "Risk Factors" sections of the most recent SEC filings by Citadel. Many
of the factors that will determine the outcome of the subject matter of this
press release are beyond Citadel's ability to control or predict. Citadel
undertakes no obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result of new
information, future events or otherwise.

text:
Citadel Security
Software

text: Citadel Security Software

text: McAfee

text: Citadel Security Software

text: McAfee

text: Citadel Security Software

text: McAfee


text:
EX-99.1
2
d489125dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
OCEANFIRST FINANCIAL CORP.
Announces Final Sun Bancorp, Inc. Consideration Election and Proration Results
TOMS RIVER, NEW JERSEY, February
5, 2018
…
OceanFirst Financial Corp. ("OceanFirst") (NASDAQ:
"OCFC"),
today announced the final election results made by the shareholders of Sun Bancorp, Inc. ("Sun") regarding the form of consideration they wish to receive in connection with OceanFirst's acquisition of Sun (the
"Elections"). As previously announced, OceanFirst completed its acquisition of Sun on January 31, 2018. Under the definitive agreement, each former Sun shareholder had the right to elect to receive per share consideration of either
(i) $24.99 in cash or (ii) 0.9289 shares of OceanFirst common stock (with cash paid in lieu of fractional OceanFirst shares). The value of the per share consideration was determined by adding $21.21 (the product of 0.7884 and $26.9058, the
volume-weighted average trading price of OceanFirst common stock on the NASDAQ for the five trading day period ending on the last trading day preceding January 31, 2018) and $3.78. The aggregate amount of available cash consideration in the
transaction is $72,366,671.16, and the total number of Sun shares entitled to receive the cash consideration is 2,895,825. The final Election results are as follows:
.
8,435,982 Sun shares elected to receive the cash consideration. These Sun shares are referred to as the cash election shares.
.
9,778,170 Sun shares elected to receive the stock consideration. These Sun shares are referred to as the stock election shares.
.
930,470 Sun shares did not elect to receive a form of merger consideration. These Sun shares are referred to as the
non-election
shares.
The Elections are subject to the allocation and proration procedures set forth in the definitive agreement. Based on the final Election results, the cash
consideration was oversubscribed. The available cash consideration will be allocated on a pro rata basis among all of the holders of cash election shares. Accordingly, 34% of each holder's cash election shares was converted into the right to
receive the cash consideration, and the remaining 66% of such holder's cash election shares was converted into the right to receive the stock consideration. All of the stock election shares and all of the
non-election
shares were converted into the right to receive the stock consideration. It is expected that the exchange agent for the transmission of the merger consideration will mail a letter of transmittal
to each former Sun shareholder of record by February 7, 2018.
About OceanFirst Financial Corp
.
OceanFirst Financial Corp.'s subsidiary, Ocean First Bank N.A., founded in 1902, is a community bank with branches located throughout central and
southern New Jersey. OceanFirst Bank delivers commercial and residential financing solutions, wealth management, and deposit services and is the largest community-based financial institution headquartered in Central New Jersey.
OceanFirst Contact:
Jill Hewitt, Investor Relations
Officer
OceanFirst Financial Corp.
(732)240-4500,
ext. 7513
Email: jhewitt@oceanfirst.com

text: OCEANFIRST FINANCIAL CORP.

text: Sun Bancorp, Inc.

text: OceanFirst Financial Corp.

text: OceanFirst

text: Sun Bancorp, Inc.

text: Sun

text: OceanFirst

text: Sun

text: OceanFirst

text: Sun

text: Sun

text: OceanFirst

text: OceanFirst

text: OceanFirst

text: Sun

text: Sun

text: Sun

text: Sun

text: Sun

text: Sun

text: Sun

text: Sun

text: OceanFirst Financial Corp.

text: OceanFirst

text: OceanFirst

text: OceanFirst Financial Corp.


text:
EX-99.9
12
exh99-9_pressrelease.htm
EXH 99-1 PRESS RELEASE
exh99-9_pressrelease.htm
EXHIBIT 99.9
PRESS RELEASE DATED JANUARY 14, 2013
U-Swirl, Inc. Acquires Aspen Leaf and Yogurtini Frozen Yogurt Chains
Adds 46 locations!
HENDERSON, Nev.− (PR NEWSWIRE) - January 14, 2013
− U-Swirl, Inc. (OTCQB: SWRL), parent to U-SWIRL International, Inc., the owner and franchisor of
U-SWIRL Frozen Yogurt®
cafés, today announced that it has acquired specific assets of Aspen Leaf Yogurt, LLC, a subsidiary of Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF), as well as the Yogurtini frozen yogurt franchise chain. The acquisition includes all intellectual property and worldwide franchise rights for a total of 46 operating locations comprising 40 franchise locations and 6 corporate locations. Multiple units are in some phase of development. Under the terms of the acquisition agreement, Rocky Mountain Chocolate Factory becomes the majority shareholder in U-Swirl, Inc., and the current U-Swirl management will continue to run day to day operations. As a result of this acquisition, U-Swirl has almost tripled the size of its store base, with over 75 stores now operating in 23 states.
Rico Conte, Chief Executive Officer, stated, "We are delighted to have partnered with Rocky Mountain Chocolate Factory on this acquisition and see them as a valued member of the U-Swirl team. They will play an important role in our plan to execute on an accretive acquisition strategy moving forward. The immediate elimination of duplicative costs, combined with the potential for increased savings and rebates from suppliers due to volume purchasing discounts, should significantly improve our profit margins in 2013. From a strategic perspective, we believe U-Swirl will be in an excellent position to grow its franchise base both organically and through opportunistic acquisitions in coming years".
HIGHLIGHTS
·
U-Swirl acquires Aspen Leaf Yogurt and Yogurtini - a total of 46 stores.
·
Rocky Mountain Chocolate Factory acquires 60% equity stake in U-Swirl.
·
Transaction expected to transform U-Swirl into profitable company well-positioned to pursue organic growth and acquisitions.
U-Swirl, headquartered in Henderson, Nevada, currently operates and/or franchises 30 self-serve frozen yogurt stores under the name
U-Swirl Frozen Yogurt.
The stores are located in Nevada (10 units), Idaho (3), Arizona (4), California (1), Florida (1), Utah (3), Texas (2), Montana (2), New Mexico (3), and Pennsylvania (1). The Company's common stock trades on the OTCQB under the symbol "SWRL".
Privately-owned
Yogurtini® (YHI, Inc,)
, headquartered in Tempe, Arizona, currently franchises 30 self-serve frozen yogurt stores under the name
Yogurtini® Self-Serve
. The stores are located in Arizona (7), Missouri (8), Kansas (2), Colorado (4), Florida (3), South Carolina (1), Nebraska (1), Georgia (1), New York (1) and Virginia (2).
Aspen Leaf Yogurt, LLC, a subsidiary of Rocky Mountain Chocolate Factory, Inc., currently franchises and/or operates 16 self-serve frozen yogurt stores under the name
Aspen Leaf Yogurt
. The stores are located in Colorado (5), Idaho (2), Arizona (1), New Mexico (1), Iowa (3), Texas (1), Illinois (1), Missouri (1) and Tennessee (1).
Under the terms of the agreements, Rocky Mountain Chocolate Factory, Inc. contributed to U-Swirl: substantially all contractual and intellectual property of Aspen Leaf Yogurt and Yogurtini; property, plant
and equipment relating to five company-owned Aspen Leaf Yogurt stores; and $78,000 in cash. In exchange, Rocky Mountain Chocolate Factory, Inc. received from U-Swirl: 60% of U-Swirl's outstanding common stock, $500,000 in recourse notes, $400,000 in non-recourse notes, and a stock purchase warrant that allows Rocky Mountain Chocolate Factory, Inc. to maintain its pro rata ownership in U-Swirl if existing options and/or warrants are exercised.
"We believe the combination of three self-serve frozen yogurt chains under the U-Swirl umbrella will result in a profitable company that is well-positioned to achieve significant growth through a disciplined organic expansion and acquisition strategy", stated Franklin Crail, Founder and Chief Executive Officer of Rocky Mountain Chocolate Factory, Inc. "By partnering with publicly-traded U-Swirl, our shareholders still have the opportunity to realize the potential for value appreciation in the self-serve frozen yogurt industry. Meanwhile, Rocky Mountain Chocolate Factory's management team will be able to focus all of its attention on the Company's highly profitable chocolate manufacturing operations and retail store franchising business".
You may find Information on
U-Swirl,Inc
. on the Company's website
http://www.u-swirl.com/
.
About Rocky Mountain Chocolate Factory, Inc.
Rocky Mountain Chocolate Factory, Inc., headquartered in Durango, Colorado, is an international franchiser of gourmet chocolate, confection and self-serve frozen yogurt stores and a manufacturer of an extensive line of premium chocolates and other confectionery products. As of December 31, 2012 the Company and its franchisees operated XXX stores in XX states, Canada, Japan and the United Arab Emirates. The Company's common stock is listed on The Nasdaq Global Market under the symbol "RMCF".
Safe Harbor Statement
This press release contains forward-looking statements regarding the timing and financial impact of U-Swirl, Inc.'s ability to implement its business plan, expected revenues and future success. These statements involve a number of risks and uncertainties and are based on assumptions involving judgments with respect to future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company's control. Some of the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements are general economic conditions, failure to achieve expected revenue growth, changes in our operating expenses, legal developments, competitive pressures, changes in customer and market requirements and standards, and the risk factors detailed from time to time in U-Swirl's periodic filings with the Securities and Exchange Commission, including without limitation, the Company's Annual Report for the year ended December 31, 2011. The forward looking-statements in this press release are based upon management's reasonable belief as of the date hereof. U-Swirl, Inc. undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
For More Information Please Contact:
U-Swirl, Inc.
Office: 702-586-8700
Fax: 702-834-8444 Email: info@u-swirl.com

text: U-Swirl, Inc.

text: Yogurtini Frozen Yogurt Chains

text: U-Swirl, Inc.

text: U-SWIRL

text: U-SWIRL

text: Aspen Leaf Yogurt, LLC

text: Rocky Mountain Chocolate Factory

text: Rocky Mountain Chocolate Factory

text: U-Swirl, Inc.

text: U-Swirl

text: U-Swirl

text: Rico Conte

text: Rocky Mountain Chocolate Factory

text: U-Swirl

text: U-Swirl

text: U-Swirl

text: Aspen Leaf Yogurt

text: Yogurtini

text: Rocky Mountain Chocolate Factory

text: U-Swirl

text: U-Swirl

text: U-Swirl

text: U-Swirl

text: Yogurtini

text: Yogurtini

text: Aspen Leaf Yogurt, LLC

text: Rocky Mountain Chocolate Factory

text: Aspen Leaf Yogurt

text: Rocky Mountain Chocolate Factory

text: U-Swirl

text: Aspen Leaf Yogurt

text: Yogurtini

text: Aspen Leaf Yogurt

text: Rocky Mountain Chocolate Factory

text: U-Swirl

text: U-Swirl

text: Rocky Mountain Chocolate Factory

text: U-Swirl

text: U-Swirl

text: Franklin Crail

text: Rocky Mountain Chocolate Factory

text: U-Swirl

text: Rocky Mountain Chocolate Factory

text: U-Swirl

text: Rocky Mountain Chocolate Factory

text: Rocky Mountain Chocolate Factory

text: U-Swirl, Inc.

text: U-Swirl

text: U-Swirl, Inc.

text: U-Swirl, Inc.


text:
EX-99.1
6
clancy_8k-ex9901.htm
ACQUISITION OF HYPERION DIGITAL GROUP
Exhibit 99.1
Acquisition
of Hyperion Digital Group
Rockville, MD / Wire / March 17, 2020
/ Clancy Systems. (OTC: CLSI), Clancy Systems has acquired Hyperion Digital Group, a digital transformation, marketing and consulting
agency headquartered in Mexico City, Mexico. Through this acquisition Clancy establishes its position to expand Hyperion's
services to the U.S. Markets.
Hyperion has a solid track record
in the development and execution of technological solutions that adapt to different segments allowing the creation of digital
ecosystems enabling clients to transform their businesses. Hyperion is a leading Information Technology company with origins in
Mexico that works world's leading brands.
With this acquisition, our market
penetration and scope of service in the US market are strengthened, which allows us to realize a very balanced position between
the U.S., and Latin America - a component that we know is valuable to help propel the digital transformation of our clients.
Contact info:
Sam Mathew
248-982-0734

text: HYPERION DIGITAL GROUP

text: Hyperion Digital Group

text: Clancy Systems

text: Clancy Systems

text: Hyperion Digital Group

text: Clancy


text:
EX-99.4
31
d461080dex994.htm
EX-99.4
EX-99.4
Exhibit 99.4
Exicure, Inc. Raises $20 Million
Exicure, Inc. Successfully Completes Reverse Merger and Closes $20 Million Private Placement to Advance its Gene Regulatory and
Immunotherapeutic Programs
SKOKIE, Ill.-September 27, 2017-Exicure, Inc., the pioneer in developing three-dimensional Spherical Nucleic
Acid (SNA™) constructs as gene regulatory and immunotherapeutic agents, today announced the closing of a $20 million private placement financing and the completion of a reverse merger transaction, with Max-1 Acquisition Corporation. Following
the reverse merger transaction, Max-1 changed its name to Exicure, Inc. (the "Company"), and will continue the historical business of Exicure.
The Company announced that current investors, including AbbVie Ventures, the investment arm of AbbVie, Bill Gates, Eric Lefkofsky, Chairman and Cofounder
of Groupon, Craig Mundie, previous Chief Research and Strategy officer at Microsoft, the Rathmann Family Foundation, Patrick G. Ryan, founder and retired CEO of Aon and Chairman and CEO of Ryan Specialty Group, and David Walt, co-founder of
Illumina and a Company Director, have invested alongside new investors led by Mark Tompkins and Katalyst Securities LLC. Net proceeds from the transaction will be used primarily for research, pre-clinical and clinical development and for general and
working capital purposes.
Previous members of Exicure's board of directors Chad A. Mirkin, Ph.D., C. Shad Thaxton, M.D., Ph.D., David R. Walt,
Ph.D., Jay R. Venkatesan, Ph.D., Helen S. Kim, and David A. Giljohann, Ph.D., will remain as directors of the Company.
The offering was exempt from
registration under Section 4(a)(2) of the United States Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated by the U.S. Securities and Exchange Commission ("SEC") thereunder. The Common Stock in the offering
was sold to "accredited investors", as defined in Regulation D, and was conducted on a "reasonable best efforts" basis.
This press
release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such jurisdiction.
About Exicure, Inc.
Exicure, Inc. is a clinical stage biotechnology company developing a new class of immunomodulatory and gene silencing drugs against validated targets.
Exicure's 3-dimensional, spherical nucleic acid (SNA™) architecture seeks to unlock the potential of nucleic acid therapeutics in multiple organs. Exicure's lead programs address diseases from inflammatory disorders to oncology.
Exicure is based in Skokie, Ill.
Forward Looking Statements
This communication contains forward-looking statements (including within the meaning of Section 21E of the
United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning the Company, the merger and financing transaction, use of proceeds, the Company's technology,
potential therapies, clinical and regulatory objectives and other matters. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as
"may", "will", "should", "would", "expect", "plan", "believe", "intend", "look forward", and other similar expressions among others. Statements that are not
historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially
from those contained in any forward-looking statement. Risks facing the Company and its programs are set forth in the Company's filings with the SEC. Except as required by applicable law, the Company undertakes no obligation to revise or update
any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
Douglas MacDougall
MacDougall Biomedical Communications
781-235-3060
dmacdougall@macbiocom.com

text: Exicure, Inc.

text: Exicure, Inc.

text: Exicure, Inc.

text: Max-1 Acquisition Corporation

text: Exicure, Inc.

label: fund

text: AbbVie Ventures

text: Eric Lefkofsky

text: Patrick G. Ryan

text: Exicure, Inc.

text: Exicure, Inc.


text:
EX-99.1
3
b415163_ex99-1.htm
EXHIBIT 99.1
Prepared and filed by St Ives Financial
Exhibit 99.1
Press Release
FELDMAN MALL PROPERTIES, INC. (NYSE - FMP)
Feldman Mall Properties Closes Joint Venture
with Heitman at Colonie Center in Albany, New York
Company Release - 10/04/2006 16:15
NEW YORK, Oct. 4 /PRNewswire-FirstCall/ - Feldman
Mall Properties, Inc. (NYSE: FMP), a real estate investment trust (REIT)
exclusively focused on
the renovation and repositioning of regional shopping malls, today announced
that it has closed the previously announced joint venture agreement with
an affiliate of Heitman in connection with
the Colonie Center Mall located in Albany, New York.
Heitman's initial contribution will
represent 75%
of the joint venture equity. FMP will retain 25% of the total equity in the property.
In connection with the recapitalization of the mall, the Company has refinanced the $50.7
million first mortgage bridge loan with a new construction facility with a maximum capacity
totaling $109.8 million. The new construction loan matures in October 2008 and has an all-in
fixed interest rate of 6.84%. The loan may be extended beyond 2008, subject to certain
customary requirements for up to two additional years. FMP will continue to manage the
property and will receive customary management, construction and leasing fees.
FMP will be the managing member of the
joint venture and will be responsible for the management, leasing and
construction of the property, and will charge customary market fees for such
services. Larry
Feldman, Feldman Mall Properties' Chairman and CEO, stated, "This is a great transaction
for both FMP and Heitman. This agreement is consistent with FMP's overall business plan of
entering into joint ventures in order to maximize the return on equity by reducing our equity
investment and receiving future promoted equity and current fee income." Lewis
Ingall, of Heitman, stated: "We are excited to venture with FMP on this asset
and participate in the momentum that has begun to occur. The new tenancy that FMP
has attracted to Colonie, including The Cheesecake Factory, LL Bean, PF Chang's,
Barnes & Noble and a Regal Theater, will greatly strengthen this well-established
property."
Colonie Center is situated on Wolf Road,
which is the main thoroughfare for conducting business in the New York State
capital region as well as for tourists visiting the entire Adirondack region.
Wolf Road and Colonie Center have nearly immediate access to Interstate
87. The Albany airport and nearly 2,000 hotel rooms and over 1,000,000 square
feet of office space are located within close proximity to Colonie Center
and the Wolf Road corridor. The five new tenants at Colonie (LL Bean, Barnes & Noble,
Regal Entertainment, Cheesecake Factory and PF Chang's) will be joining
one of the most successful Macy's in upstate New York in addition to Sears,
Boscov's and Christmas Tree
Shops.
Company Profile
Feldman Mall Properties, Inc. is a real estate investment trust, or REIT, that acquires, owns and repositions enclosed regional malls. The Company's portfolio consists of seven regional malls aggregating approximately 7.0 million square feet. Feldman Mall Properties, Inc. is the only publicly held REIT that specializes exclusively in the renovation and repositioning of enclosed regional shopping malls. Feldman Mall Properties' investment strategy is to opportunistically acquire underperforming malls and transform them into physically attractive and profitable Class A malls through comprehensive renovation and re-tenanting
efforts aimed at increasing shopper traffic and tenant sales. For more information on Feldman Mall Properties, Inc., visit the Company's website
at
http://www.FeldmanMall.com
.
To receive the Company's latest news releases and other
corporate documents, please contact the Company at (516) 684-1239
or at
http://www.FeldmanMall.com
. All releases and supplemental data can also be
downloaded directly from the Feldman Mall Properties website at:
http://www.FeldmanMall.com
.
Forward-Looking
Information
This press release contains forward-looking statements that involve risks and uncertainties regarding various matters, including without limitation the success of our business strategy, including our acquisition, renovation and repositioning plans; our ability to close pending acquisitions and the timing of those acquisitions; our ability to obtain required financing; our understanding of our competition; market trends; our ability to implement our repositioning plans on time and within our budgets; projected capital and renovation expenditures; demand for shop space and the success of our lease-up plans; availability and creditworthiness of current and prospective tenants; and lease rates and terms. The
forward-looking statements are based on our assumptions and current expectations of future performance. These assumptions and expectations may be inaccurate or may change as a result of many possible events or factors, not all of which are known to us. If there is any inaccuracy or change, actual results may vary materially from our forward- looking
statements.
SOURCE Feldman Mall Properties, Inc.
Contact: Larry Feldman, Chairman & Chief Executive Officer, Feldman Mall Properties, Inc., or Thomas E. Wirth, EVP & Chief
Financial Officer, +1-516-684-1239; or Lisa Fortuna, Financial Relations Board,
+1-312-640-6779, or
lfortuna@frbir.com

text: FELDMAN MALL PROPERTIES

text: Feldman Mall Properties

text: Heitman

text:
Feldman
Mall Properties

text: Heitman

text: Heitman

text:
Larry
Feldman

text: Feldman Mall Properties

text: Heitman

text: Heitman

text: Feldman Mall Properties

text: Feldman Mall Properties

text: Feldman Mall Properties

text: Feldman Mall Properties

text: Feldman Mall Properties

text: Feldman Mall Properties

text: Larry Feldman

text: Feldman Mall Properties


text:
EX-99.1
6
ex99-1.htm
PRESS RELEASE
Moody National REIT II, Inc. 8-K
Exhibit 99.1
Moody National REIT II, Inc.
Announces Closing of Merger
with Moody National REIT I, Inc.
(Houston, TX, September
28, 2017)
- Moody National REIT II, Inc. ("REIT II") announced today the closing of its merger (the
"Merger") with Moody National REIT I, Inc. ("REIT I"). As a result of the Merger, REIT II's
investment portfolio now consists of more than $450 million in assets, including select service hotels under the Marriott,
Hilton, and Hyatt brands located in major metropolitan markets in the East Coast, West Coast, and Sunbelt regions. Austin,
Seattle, and Nashville are examples of markets in which REIT II holds properties that target the business-oriented
traveler.
The Merger was previously approved
by REIT I's stockholders, with over 96% of the votes cast being voted in favor of the Merger.
Brett Moody, CEO and Chairman
of the REITs commented: "REIT I delivered income for its shareholders, paying an annual distribution of 8% for a span lasting
approximately 6 years while maintaining the original invested capital and appreciating thereon. In expanding its portfolio, REIT
II will also continue to focus on delivering income along with asset preservation and appreciation".
About Moody National REIT II, Inc.
REIT II is a Maryland corporation
that was formed to acquire select-service hotels in major markets across the United States. REIT II is sponsored by Moody National
REIT Sponsor, LLC, an affiliate of the Moody National Companies, a full-service commercial real estate company that includes
mortgage, development, management, realty, title and insurance divisions. Founded in 1996, Moody National Companies has managed
over $2 billion in commercial real estate.
Forward-Looking Statements
Certain statements made in this
press release are "forward-looking statements" (as defined in Section 21E of the Securities Exchange Act of 1934, as
amended), which reflect the expectations of REIT II regarding future events. The forward-looking statements involve a number of
risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking
statements. Such forward-looking statements include, but are not limited to, REIT II's plans, market and
other expectations, objectives, intentions, as well as any expectations or projections with respect to REIT II, including
regarding future dividends and market valuations, and other statements that are not historical facts.

text: Moody National REIT II, Inc.

text: Moody National REIT II, Inc.

text: Moody National REIT I, Inc.

text: Moody National REIT II, Inc.

text: Moody National REIT I, Inc.

text: Brett Moody

text: Moody National REIT II, Inc.

text:
Moody National
REIT Sponsor, LLC


text:
EX-99
8
cicn_ex99.htm
PRESS RELEASE
Cicero Inc.
Exhibit 99
Cicero Inc. Acquires Assets of SOAdesk, LLC;
Closes Initial Round of Series B Preferred Offering
Acquisition
Unites
Best of Breed Desktop Integration and Leading Customer Interaction Management Software; Combined Products Offer Complete Customer Interaction Management Platform to Reduce Enterprise Costs and Help Companies Deliver an Improved Customer Experience
Cary, NC-January 19, 2010-Cicero Inc. (BB: CICN), a leading provider of desktop automation and integration solutions, announced today that it has completed the acquisition of SOAdesk, LLC's innovative Customer Interaction Management (CIM) technology - United Desktop® -- through an Asset Purchase Agreement dated as of January 15, 2010 among Cicero, SOAdesk, and Vertical Thought, Inc., an affiliate of SOAdesk. Simultaneously, Cicero has also closed an offering of an initial round of its Series B Convertible Preferred Stock.
As a result of the acquisition, Cicero will provide a new set of product offerings called Cicero XM™ that combine Cicero's leading desktop integration software with SOAdesk's United Desktop® technology. Under the terms of the acquisition, Cicero has agreed to pay a minimum of $2.525 million over the next three years through a combination of stock and cash for the assets of SOAdesk. In addition, SOAdesk could earn additional consideration based upon certain earn-out formulas within the contract. The initial Series B round of Convertible Preferred Stock, in excess of $1.35 million, will provide funding for the acquisition and working capital to launch the new products.
"This acquisition combines our expertise in surface integration with SOAdesk's United Desktop technology, enabling us to provide our customers and partners with the tools and solutions they need to deliver exceptional customer interactions while leveraging an enterprise's existing technology assets and data. Partners and analysts all agree - to win and keep customers, you must be able to work faster, smarter and provide better service to your customers", said John Broderick, Chief Executive Officer for Cicero. "Today, we can say that we believe we provide the first and only CIM solution that excels in all three areas - while allowing clients to adapt to changes in their business model practically overnight. This combination enables real business transformation for our clients and we're excited to be able to deliver it all under one roof".
The acquisition makes Cicero, a pioneer in desktop integration and automation, a much broader provider of solutions in the contact services marketplace, estimated by many analysts to be in excess of $1.5 billion per year. By acquiring SOAdesk's United Desktop® technology, Cicero is now the only company to offer organizations a complete customer interaction management platform that leverages an enterprise's existing technology assets and data, and repurposes it to provide employees the information they need, when they need it and how they need it, to be able to serve customers faster, more accurately and in a brand-positive way.
"Cicero's sweet spot has been its ability to integrate disparate applications quickly and seamlessly, providing a very rapid return on investment for its customers", added Broderick. "Our core technology will be enhanced by SOADesk's United Desktop, which together will allow customers to choose and grow from surface integration solutions up the solutions stack, to complete customer interaction management solutions".
Complementing the existing Cicero team, Tony Castagno, CEO of SOAdesk, will lead the technology team as Chief Technology Officer (CTO). Jim Hunt, CTO of SOAdesk, will head product development, and Mike Garner, President and founder of SOAdesk, will lead worldwide sales.
Cicero's current desktop product, Cicero Integrator, will continue to provide award-winning application automation features, and Cicero XM will allow customers to use the power of desktop integration to share data, automate processes, and unify desktop applications, as well as improve customer interactions using the many new features from the United Desktop technology.
Cicero XM will expand Cicero's existing desktop integration or surface integration solution with new features such as enhanced workflow, a powerful new workspace, and a new configuration toolkit. This combined offering provides an enterprise model for truly managing customer interactions using the best of breed applications and systems that customers already have. Cicero XM will:
·
Enable business transformation through dramatic improvements in business user efficiency, effectiveness and operational insight.
·
Help companies improve the overall customer experience they deliver by combining enterprise data from the desktop with telephony and other sources, creating long-term customer loyalty and value to the enterprise.
·
Reduce costs and increase profitability of each customer interaction using new features such as dynamic scripting, reporting, integrated messaging, and many others.
Under the direction of Tony Castagno as Cicero's CTO, the company will continue to innovate and leverage emerging technologies to maintain its leadership position in the Customer Interaction Management space.
"My experience with desktop integration has shown that the ultimate goal is to provide organizations with the tools they need to deliver the best customer interaction possible", said Castagno. "Cicero XM builds upon surface integration by leveraging existing technology investments and adding new features such as dynamic scripting, cross application workflow, telephony integration, and universal enterprise data access, to improve both the agent and customer experience while reducing costs".
About Cicero Inc.
Cicero, Inc. provides solutions that enable business transformation of enterprise interactions for Global Fortune 500 and other companies and government organizations. Cicero's XM technology delivers this capability via a unique and innovative combination of integration, automation, presentation and analytics capabilities, built to transform customer interaction into the most powerful marketing and branding asset a company can own. Learn more about Cicero at www.ciceroinc.com
.
Cicero, Cicero Integrator, Cicero XM, and United Desktop are trademarks or registered trademarks of Cicero Inc. and/or its affiliates. Other company names and/or products are for identification purposes and are the property of, and may be trademarks of, their respective owners.
Safe Harbor: Except for any historical information contained herein, this news release may contain forward-looking statements on such matters as strategic direction, anticipated return on investment, business prospects, the development and capabilities of the Cicero product group, new products and similar matters. Actual results may differ materially from the anticipated results or other expectations expressed in this release of a variety of factors, including risks that customers may not adopt the Cicero technology, which Cicero Inc. may not successfully execute its new strategic initiative and other risks and uncertainties that could cause actual results to differ materially from such statements. For a description of other factors that could cause such a difference, please see Cicero Inc.'s filings with the Securities and Exchange Commission.
Contact:
Keith Anderson
Director of Client Services
kanderson@ciceroinc.com
919-380-5092

text: Cicero Inc.

text: Cicero Inc.

text: Cicero Inc.

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: John Broderick

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: Tony Castagno

text: Mike Garner

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: Tony Castagno

text: Cicero

text: Cicero

text: Cicero Inc.

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: Cicero

text: Cicero Inc.

text: Cicero

text: Cicero

text: Cicero Inc.

text: Cicero Inc.

text: Keith Anderson


text:
EX-99.1 CHARTER
2
ex99p1.htm
ex99p1.htm
Exhibit 99.1
News Release
Cenveo Completes Acquisition of National Envelope
STAMFORD, CT - (September 16, 2013)
-Cenveo, Inc. (NYSE: CVO) today announced the completion of its previously announced acquisition of National Envelope. The purchase formally closed today after receiving court approval to proceed with the closing on September 11, 2013. Cenveo has acquired substantially all of the operating assets of National Envelope. National Envelope will immediately take on the Cenveo name.
Robert G. Burton, Sr., Chairman and Chief Executive Officer stated:
"Today marks an important step forward for Cenveo, our employees, customers and investors. This acquisition brings together two organizations with a long history in the envelope industry, and, as a result, we are now able to provide an unmatched portfolio of products and services to our combined customer base. We are working to quickly integrate the best of both companies, and I'd like to personally welcome the National Envelope employees to the Cenveo family".
###
Cenveo (NYSE: CVO), headquartered in Stamford, Connecticut, is a leading global provider of print and related resources, offering world-class solutions in the areas of
custom labels
,
specialty packaging
,
envelopes
,
commercial print
, content management and
publisher solutions
. The company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With a worldwide distribution platform, we pride ourselves on delivering quality solutions and service every day for our more than 100,000 customers. For more information please visit us at
www.cenveo.com
.
Statements made in this release, other than those concerning historical financial information, may be considered "forward-looking statements", which are based upon current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. In view of such uncertainties, investors should not place undue reliance on our forward-looking statements. Such statements speak only as of the date of this release, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ materially from management's expectations include, without limitation: (i) the recent United States and global economic conditions, which have adversely affected us and could continue to do so; (ii) our substantial level of indebtedness, which could impair our financial condition and prevent us from fulfilling our business obligations; (iii) our ability to service or
refinance our debt; (iv) the terms of our indebtedness imposing significant restrictions on our operating and financial flexibility; (v) additional borrowings that are available to us could further exacerbate our risk exposure from debt; (vi) our ability to successfully integrate acquired businesses into our business; (vii) a decline of our consolidated profitability or profitability within one of our individual reporting units could result in the impairment of our assets, including goodwill, other long-lived assets and deferred tax assets; (viii) intense competition and fragmentation in our industry; (ix) the general absence of long-term customer agreements in our industry, subjecting our business to quarterly and cyclical fluctuations; (x) factors affecting the United States postal services impacting demand for our products; (xi) the availability of the internet and other electronic media may adversely affect our business; (xii) increases in paper costs and decreases in the availability of raw materials; (xiii) our labor relations; (xiv) our compliance with environmental laws; (xv) our dependence on key management personnel; (xvi) our dependence upon information technology systems; and (xvii) our international operations and the risks associated with operating outside of the United States. This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact our business. Additional information regarding these and other factors can be found in Cenveo, Inc.'s periodic filings with the SEC, which are available at
www.cenveo.com
.
Inquiries from analysts and investors should be directed to Robert G. Burton, Jr. at (203) 595-3005.

text: Cenveo

text: National Envelope

text: Cenveo, Inc.

text: National Envelope

text: Cenveo

text: National Envelope

text: National Envelope

text: Cenveo

text: Cenveo

text: National Envelope

text: Cenveo

text: Cenveo

text: Cenveo, Inc.


text:
EX-99.1
2
mpb-ex991_6.htm
EX-99.1
mpb-ex991_6.htm
Exhibit 99.1
NEWS RELEASE
Contact: Brittany M. Zolko
(717) 692-7187
brittany.zolko@midpennbank.com
FOR IMMEDIATE RELEASE
Mid Penn Bancorp, Inc. completes merger with The Scottdale Bank & Trust Company
MILLERSBURG, Pa. (Jan. 9, 2018) (GLOBE NEWSWIRE) - Mid Penn Bancorp, Inc. ("Mid Penn") (NASDAQ: MPB) today announced that its merger with The Scottdale Bank & Trust Company was completed on January 8, 2018. Scottdale has been merged with and into Mid Penn's subsidiary bank, Mid Penn Bank, and is now operating as "Scottdale Bank & Trust, a Division of Mid Penn Bank".
The transaction was valued at approximately $59.1 million and expands Mid Penn's footprint into western Pennsylvania including Westmoreland and Fayette counties. As a result of the merger, Mid Penn now operates a total of 29 retail locations in Pennsylvania. The consolidated assets of the combined company are valued at approximately $1.4 billion as of September 30, 2017.
"It is truly an honor and a privilege to welcome Scottdale Bank & Trust customers and employees", said Mid Penn Bank President and CEO Rory G. Ritrievi. "We look forward to providing customers with new products, services and conveniences while enhancing our community involvement in western Pennsylvania".
Sandler O'Neill + Partners, L.P. acted as financial advisor and Stevens & Lee acted as legal advisor to Mid Penn in the transaction. Ambassador Financial Group, Inc. acted as financial advisor and Tucker Arensberg, P.C. acted as legal advisor to Scottdale.
About Mid Penn Bancorp, Inc.
Mid Penn Bancorp, Inc. (NASDAQ: MPB), headquartered in Millersburg, Pa., has been serving the community since 1868. Mid Penn has 29 retail locations in the state of Pennsylvania. Its footprint includes Cumberland, Dauphin, Fayette, Lancaster, Luzerne, Northumberland, Schuylkill and Westmoreland counties. The bank offers a comprehensive portfolio of products
Exhibit 99.1
and services to meet the banking needs of the communities it serves. To learn more about Mid Penn Bank, visit midpennbank.com.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release, and oral statements made regarding the subjects of this release, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's confidence and strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology and market conditions. These statements may be identified by such forward-looking terminology as "continues", "expect", "look", "believe", "anticipate", "may", "will", "should", "projects", "strategy" or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, credit losses and market values on loans, collateral securing loans, and other assets; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; the impact of changes in market values on securities held in Mid Penn's portfolio; legislation affecting the financial services industry as a whole, and Mid Penn and Mid Penn Bank individually or collectively, including tax legislation; regulatory supervision and oversight, including monetary policy and capital requirements; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts, including integration of systems of acquired entities; the outcome of future litigation and governmental proceedings, including tax-related examinations and other matters; continued availability of financing; financial resources in the amounts, at the times and on the terms required to support Mid Penn and Mid Penn Bank's future businesses; and material differences in the actual financial results of merger, acquisition and investment activities compared with Mid Penn's initial expectations, including the full realization of anticipated cost savings and revenue enhancements. For a list of other factors which would affect our results, see Mid Penn's filings with the SEC, including those risk factors identified in the "Risk Factor" section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2016. The statements in this press release are made as of the date of this press release, even if subsequently made available by Mid Penn on its website or otherwise. Mid Penn assumes no obligation for updating any such forward-looking statements at any time, except as required by law.
# # #

text: Mid Penn Bancorp, Inc.

text: The Scottdale Bank & Trust Company

text: Mid Penn Bancorp, Inc.

text: The Scottdale Bank & Trust Company

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

override: organization

text: Stevens & Lee

text: Ambassador Financial Group, Inc.

text: Tucker Arensberg, P.C.

text: Mid Penn Bancorp, Inc.

text: Mid Penn Bancorp, Inc.


text:
EX-99.1
2
englobal5-25991.txt
PRESS RELEASE
EXHIBIT 99.1
--------------------------------------------------------------------------------
NEWS RELEASE
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
ENGlobal Corporation
CONTACT: Natalie S. Hairston
(281) 878-1000
ir@ENGlobal.com
---------------
ENGLOBAL CORPORATION ANNOUNCES THE ACQUISITION OF WRC CORPORATION
HOUSTON, TX, MAY 30, 2006 - ENGlobal Corporation (AMEX: ENG), a leading provider
of engineering services, today announced that it has completed the acquisition
of WRC Corporation ("WRC"), a privately-held firm based in the Denver, Colorado
area. WRC provides integrated land management, engineering, and related services
to the pipeline, power, and transportation industries, among others. WRC has
become a wholly-owned subsidiary of ENGlobal and will now serve as the Company's
provider of land management, environmental compliance and governmental
regulatory services. WRC currently has approximately 200 employees, with
revenues in the 12 months prior to the acquisition exceeding $20 million.
Founded in 1974, WRC is a multi-dimensional consulting services organization,
operating throughout North America. WRC has capabilities in the power, energy,
transportation, telecommunications and governmental sectors. In addition to its
Denver office, WRC has a presence in several cities, including Houston, San
Diego, Portland, Boston, and Washington, DC. Further information can be found at
www.wrccorp.com.
ENGlobal purchased WRC in exchange for consideration of cash, a promissory note
to be paid over four years, 175,000 shares of ENGlobal's common stock, and the
repayment of certain obligations of WRC as part of the transaction. Under the
terms of the agreement, Mr. Michael H. Lee will remain President and Chief
Operating Officer of WRC Corporation, with certain key members of the management
also having entered into employment agreements with the Company. In the near
term, WRC will continue to operate under its current name. Further terms of the
transaction were not disclosed.
As previously reported, ENGlobal's strategic plan includes completion of
accretive acquisitions that are larger than those completed in the past, that
offer its current clients a new capability, and that provide opportunity for
expansion into new geographical regions that have less competitive markets.
ENGlobal considers the WRC acquisition to be consistent in all respects with
this strategic plan. The Company expects to utilize WRC's Denver facility as a
beachhead for expansion of its services into the Rocky Mountain and Western U.S.
regions. For efficiencies, the Company plans to consolidate WRC's Houston
location into ENGlobal's recently expanded headquarters in North Houston.
"Our organization views this move as being very strong strategically." said Mr.
Michael H. Lee, President and Chief Operating Officer of WRC. "ENGlobal
possesses the same values as WRC, which I believe is the finest, emerging
service oriented firm in our industry. In summary, this transaction represents a
perfect match, and we are very proud to join the ENGlobal team".
~ more ~
--------------------------------------------------------------------------------
654 N. Sam Houston Parkway E. o Suite 400 o Houston, Texas 77060
www.ENGlobal.com
ENGlobal Corporation Press Release
May 30, 2006
Page 2
William A. Coskey, P.E., Chairman of ENGlobal Corporation, said, "This
transaction between our two reputable firms will no doubt be of mutual benefit,
and it is my honor to extend a warm welcome to Michael and the entire WRC team.
WRC will add land, environmental and regulatory affairs capabilities and will
provide expansion capabilities into new and important geographical regions. We
expect that WRC will be an excellent addition and a solid contributor to
ENGlobal's overall operations".
About ENGlobal Corporation
--------------------------
ENGlobal Corporation provides engineering and systems services principally to
the petroleum refining, petrochemical, pipeline, production, and process
industries throughout the United States and internationally. ENGlobal's
multi-disciplinary engineering group develops projects from the initial planning
stage through detailed design, procurement, and construction management. The
systems group designs, fabricates, and supports control, instrumentation and
analyzer systems utilized in various energy and process-related industries. The
Company, with its subsidiaries, now employs over 2,000 employees in 18 offices
and occupies over 300,000 square feet of office and manufacturing space. In 2004
and 2005, the Company was named the #1 fastest growing engineering firm in the
United States by ZweigWhite and was ranked #2 in 2003. Further information about
the Company and its subsidiaries is available at www.ENGlobal.com.
Safe Harbor for Forward-Looking Statements
------------------------------------------
Certain matters discussed in this press release may constitute forward-looking
statements within the meaning of the federal securities laws and are subject to
risks and uncertainties including, but not limited to; (1) the Company's ability
to achieve its business strategy while effectively managing costs and expenses;
(2) the Company's ability to successfully and profitably integrate acquisitions;
and (3) the continued strong performance of the energy sector. Actual results
and the timing of certain events could differ materially from those projected in
or contemplated by the forward-looking statements due to a number of factors
detailed from time to time in ENGlobal's filings with the Securities and
Exchange Commission. Among other matters, the WRC acquisition, as well as other
Company acquisition are subject to risks, including the risk that such
acquisitions may result in less favorable outcomes than contemplated, or may not
be successfully and profitably integrated by the Company into its other
operations. In addition, reference is hereby made to the risk factors and other
cautionary statements set forth in the Company's most recent reports on Form
10-K and 10-Q, and in its other SEC filings.
###

text: ENGlobal Corporation

text: ENGLOBAL CORPORATION

text: WRC CORPORATION

text: ENGlobal Corporation

text: WRC Corporation

text: WRC

text: WRC

text: WRC

text: ENGlobal

text: WRC

text: WRC

text: WRC

text: WRC

text: ENGlobal

text: WRC

text: ENGlobal

text: WRC

text: Michael H. Lee

text: WRC Corporation

text: WRC

text: ENGlobal

text: ENGlobal

text: WRC

text: WRC

text: WRC

text: ENGlobal

text: Michael H. Lee

text: WRC

text: ENGlobal

text: WRC

text: ENGlobal

text: ENGlobal Corporation

text: ENGlobal Corporation

text: WRC

text: WRC

text: WRC

text: ENGlobal

text: ENGlobal Corporation

text: ENGlobal Corporation

text: ENGlobal

text: ENGlobal

text: WRC