text:
EX-99.3
10
exhibit993-super8xk.htm
EX-99.3
Document
Exhibit 99.3
Nautilus Biotechnology Debuts as Publicly Traded Company, Seeks to Deliver on the Untapped Potential of the Human Proteome
● Business combination transaction with Arya Sciences Acquisition Corp III, a special purpose acquisition company sponsored by Perceptive Advisors, closed on June 9, 2021
● Publicly traded company renamed Nautilus Biotechnology, Inc.
● Common stock commences trading under ticker symbol "NAUT" on the Nasdaq Global Select Market on June 10, 2021
● Gross proceeds from this transaction to Nautilus totaled approximately $345 million, combining approximately $145 million of funds held in Arya III's trust account and a concurrent PIPE financing of $200 million
SEATTLE, WA & NEW YORK, NY, June 9, 2021 - Nautilus Biotechnology, Inc., a company pioneering a single-molecule protein analysis platform for quantifying the proteome, today announced the completion of its business combination with Arya Sciences Acquisition Corp III (Nasdaq: ARYA; or "Arya III"), a special purpose acquisition company (SPAC) sponsored by Perceptive Advisors. The combined company, Nautilus Biotechnology, Inc. ("Nautilus"), will commence trading shares of its common stock under the ticker symbol "NAUT" on the Nasdaq Global Select Market on June 10, 2021.
The business combination was approved by Arya III's shareholders on June 8, 2021. The transaction had been previously approved by Nautilus shareholders. Gross proceeds from this transaction totaled approximately $345 million, which included approximately $145 million of funds held in Arya III's trust account and the concurrent common stock private investment in public equity (PIPE) financing of $200 million led by Perceptive Advisors, an affiliate of Arya III's sponsor, as well as RA Capital Management, Ally Bridge Group, Bain Capital Life Sciences, Franklin Templeton Investments, OrbiMed, Alyeska Investment Group, L.P., Casdin Capital and existing Nautilus Biotechnology shareholders including Andreessen Horowitz, Madrona Venture Group, and Vulcan Capital. The Nautilus management team, led by its founders Chief Executive Officer Sujal Patel and Chief Scientist Parag Mallick, will continue to lead the combined company.
"At Nautilus, we have reimagined how to comprehensively analyze and quantify the proteome. In doing so, we are seeking to create a new gold standard in the field of proteomics that will lead to positive impacts on human health", said Sujal Patel, CEO of Nautilus. "We believe our technology will change the scale of what is possible in proteomics in an effort to enable significant advancements in drug development and help revolutionize the way biomedical research is conducted".
Nautilus is developing a protein analysis platform with the potential to identify more than 95% of the proteome. Integrated with breakthrough innovations in computer science, engineering, and biochemistry, the Nautilus Proteomic Analysis Platform is designed to leverage a nanofabricated, large-scale, single-molecule protein array, multi-cycle imaging, and machine learning analysis to measure the proteome with extreme sensitivity and scale.
"By combining a team of experienced leaders from both technology and life sciences with an unprecedented and truly innovative approach to proteomics, we believe that Nautilus is poised to not only elevate, but radically reinvent our understanding of the proteome", said Adam Stone, Chief Investment Officer of Perceptive Advisors and former CEO of Arya III. "We are proud to partner with Nautilus in hopes of driving the proteomics revolution toward better health and medical interventions".
"We're committed to taking a bold scientific leap toward democratizing access to the proteome and transforming how human disease is fundamentally understood and treated", said Parag Mallick, Chief Scientist of Nautilus. "By delivering the simplicity, speed, sensitivity and ubiquity that will truly unlock the potential of the proteome, we believe we can open a path to endless opportunities in scientific discovery, from discovering new therapies and diagnostics to revolutionizing basic science research".
Note Regarding Summary of Transaction
The description of the business combination contained herein is only a high-level summary and is qualified in its entirety by reference to the underlying documents filed with the U.S. Securities and Exchange Commission ("SEC"). A more detailed description of the terms of the transaction has been provided in a registration statement on Form S-4 filed with the SEC BY Arya III, which the SEC has declared effective and which contains a definitive proxy/final prospectus relating to the transaction.
Advisors
Morgan Stanley acted as lead financial advisor to Nautilus Biotechnology. Cowen also acted as financial advisor to Nautilus Biotechnology. Jefferies LLC and Goldman Sachs & Co. LLC acted as financial advisors to Arya III as well as private placement agents. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal counsel to Nautilus Biotechnology. Kirkland & Ellis LLP acted as legal counsel to Arya III.
About Nautilus Biotechnology, Inc.
Based in Seattle, Washington, Nautilus is a development stage life sciences company creating a platform technology for quantifying and unlocking the complexity of the proteome. Nautilus' mission is to transform the field of proteomics by democratizing access to the proteome and enabling fundamental advancements across human health and medicine. To learn more about Nautilus, visit nautilus.bio
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws. You can identify forward-looking statements by words such as "may", "will", "could", "can", "would", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "predict", "project", "potential", "poised", "continue", "ongoing" or the negative of these terms or other comparable terminology, but not all forward-looking statements will contain these words. Forward-looking statements in this press release include, but are not limited to, statements regarding the potential functionality and performance of Nautilus' product platform, its potential impact on pharmaceutical development and drug discovery, and market opportunities available to Nautilus generally. These statements are based on numerous assumptions concerning the development
of Nautilus' products and target markets and involve substantial risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievement to be materially different from the information expressed or implied by these forward-looking statements. We cannot assure you that the forward-looking statements in this press release or the assumptions upon which they are based will prove to be accurate. Risks and uncertainties that could materially affect the accuracy of Nautilus' assumptions and its ability to achieve the forward-looking statements set forth in this press release include (without limitation) the following: Nautilus' product platform is not yet commercially available and remains subject to significant scientific and technical development, which is inherently challenging and difficult to predict, particularly with respect to highly novel and complex products such as those being developed by Nautilus. Even if our development efforts are successful, our product platform will require substantial validation of its functionality and utility in life science research. In the course of Nautilus' scientific and technical development and associated product validation and commercialization, we may experience material delays as a result of unanticipated events. We cannot provide any guarantee or assurance with respect to the outcome of our development and commercialization initiatives or with respect to their associated timelines. For a more detailed description of additional risks and uncertainties facing Nautilus and its development efforts, investors should refer to the Registration Statement on Form S-4 and related filings filed by Arya III with the SEC. The forward-looking statements in this press release are as of the date of this press release. Except as otherwise required by applicable law, Nautilus and Arya III disclaim any duty to update any forward-looking statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.
Media Contact
Thermal for Nautilus Biotechnology
Kaustuva Das
press@nautilus.bio
Investor Contact
investorrelations@nautilus.bio

text: Arya Sciences Acquisition Corp III

text: Perceptive Advisors

text: Nautilus Biotechnology, Inc.

text: Nautilus Biotechnology, Inc.

text: Arya Sciences Acquisition Corp III

text: Perceptive Advisors

text: Nautilus Biotechnology, Inc.

text: Perceptive Advisors

text: RA Capital Management

text: Ally Bridge Group

text: Bain Capital Life Sciences

text: Franklin Templeton Investments

text: OrbiMed

text: Alyeska Investment Group, L.P.

text: Casdin Capital

text: Andreessen Horowitz

text: Madrona Venture Group

text: Vulcan Capital

text: Sujal Patel

text: Sujal Patel

text: Perceptive Advisors

text:
Advisors
Morgan Stanley

text: Cowen

text: Jefferies LLC

text: Goldman Sachs & Co. LLC

text: Wilson Sonsini Goodrich & Rosati

text: Kirkland & Ellis LLP

text: Nautilus Biotechnology, Inc.


dataset: buster

text:
EX-99.1
3
y48794_x99.htm
AUGUST 1, 2006 PRESS RELEASE
FOR IMMEDIATE RELEASE
Contacts:
Alfred E. Brennan, Chief Executive Officer
Arthur L. Herbst, Jr., President
Christine R. Boehning, Chief Financial Officer
(314)-344-0010, Ext. 3133
Young Innovations, Inc. Announces Definitive Agreement to Acquire Microbrush
St. Louis, MO., August 1, 2006
- Young Innovations, Inc. (NASDAQ - YDNT) today announced it has signed an agreement to acquire substantially all of the assets of Microbrush, Inc. and Microbrush International, Ltd., collectively referred to as Microbrush. Microbrush designs, develops, manufactures and markets a broad line of dental microapplicators used to apply a variety of materials to oral surfaces, including sealants, disclosing products, bonding agents, restorative materials, whitening products, and orthodontic brackets. The Company believes Microbrush is the leader in the worldwide market for dental microapplicators. Microbrush has operations in Grafton, Wisconsin, Orlando, Florida and Dungarvan, Ireland.
The transaction is expected to add approximately $11 million to the Company's annual sales. Approximately 60% of Microbrush's sales are outside the U.S. The gross margins of the Microbrush business are similar to the gross margins of our overall business. The transaction is expected to be accretive to earnings per share in 2007.
The purchase price for the transaction is expected to be approximately $32 million in cash. An additional $3.0 million may be earned by the seller if additional performance targets are achieved over the next two years. The purchase of the US assets has been completed. We expect to close on the purchase of the Irish assets on or before August 31, 2006.
Commenting on the transaction, Alfred E. Brennan, Chief Executive Officer, said, "We believe that the Microbrush line of high-quality microapplicators is an excellent addition to our consumable product offering. We look forward to working with the Microbrush organization to build upon the strong foundation they have established in the niche area of dentistry. I am optimistic about the prospects for this transaction".
Young Innovations develops, manufactures and markets supplies and equipment used by dentists, dental hygienists, dental assistants and consumers. The Company's product offering includes disposable and metal prophy angles, prophy cups and brushes, panoramic X-ray machines, moisture control products, infection control products, dental handpieces (drills) and related components, endodontic systems, orthodontic toothbrushes, flavored examination gloves, and children's toothbrushes. The Company believes it is the leading manufacturer and distributor of prophy angles and cups (used in teeth cleaning and polishing procedures) in the United States.
The Company also believes it is the leading provider of panoramic X-ray equipment and dental surface disinfectants in the United States.
Investors are cautioned that this press release as well as other reports and oral statements by Company officials may contain certain forward-looking statements as defined in the Private Securities Litigation and Reform Act of 1995. Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions and which include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions. These statements are not guaranties of future performance and the Company makes no commitment to update or disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that may bear upon forward-looking statements. Because such statements involve risks and uncertainties, actual actions and strategies and the
timing and expected results thereof may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, those disclosed in the Company's Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission.

label: person

text: Alfred E. Brennan

text: Christine R. Boehning

label: organization

text: Young Innovations, Inc.

text: Microbrush

text: Young Innovations, Inc.

text: Microbrush, Inc.

text: Microbrush International, Ltd.

text: Microbrush

text: Microbrush

text: Microbrush

text: Microbrush

text: Microbrush

text: Microbrush

text: Alfred E. Brennan

text: Microbrush

text: Microbrush

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
v033345_ex99-1.txt
Medifast Announces 2005 Full-Year Revenue and 2006 Earnings Guidance
2005 Revenue Increases 47% from Prior Year
OWINGS MILLS, Md., JAN 17 /PRNewswire-FirstCall/ -- Medifast, Inc. (Amex: MED)
announced today unaudited 2005 year-end revenue for the period ended December
31, 2005 and earnings guidance for 2006. The Company expects to report full-year
2005 revenue of $40 million, an increase of 47% versus fiscal year 2004 revenue
of $27.3 million.
The Company expects to release audited fourth quarter financial results on
Thursday, March 16, 2006.
2006 Financial Guidance:
For 2006, the Company expects to report revenue of $48 to $50 million with
after-tax profit of $0.22 to $0.24 per diluted share. On a quarterly basis,
full-year 2006 guidance will be reviewed, reiterated or updated as necessary.
"We are excited about our 2005 year-end results which were driven by reaching
new customers through increased advertising and continued expansion of our Take
Shape for Life direct sales network. Medifast's heritage of providing clinically
proven, convenient weight management programs and dynamic programs of support
continue to resonate with customers year after year. In 2006, we will continue
to improve by not only expanding our efforts to acquire new business, but by
maintaining current customers longer through effective remarketing campaigns and
by providing excellent products, programs, and support services." Said Michael
S. McDevitt, President
This release contains forward-looking statements, which may involve known and
unknown risks, uncertainties and other factors that may cause Medifast's actual
results and performance in future periods to be materially different from any
future results or performance suggested by these statements. Medifast cautions
investors not to place undue reliance on forward-looking statements, which speak
only to management's expectation on this date.
Contact: Investor Relations at (410) 504-8196 or ir@medifastdiet.com


text:
EX-99.1
2
v244711_ex99-1.htm
PRESS RELEASE
Unassociated Document
CONTACTS
From: Anthony J. DeFazio
For: Brian S. Block, EVP & CFO
DeFazio Communications, LLC
American Realty Capital Properties, Inc.
tony@defaziocommunications.com
bblock@arlcap.com
Ph: 484-532-7783
Ph: 212-415-6500
FOR IMMEDIATE RELEASE
AMERICAN REALTY CAPITAL PROPERTIES, INC.
ANNOUNCES CLOSING OF WALGREENS PROPERTY
NEW YORK, NY, January 5, 2012
- American Realty Capital Properties, Inc., ("ARCP" or the "Company") (NASDAQ: ARCP) announced on December 29, 2011, it closed on the acquisition of a Walgreen's drug store located in Myrtle Beach, South Carolina. The total purchase price for this property was approximately $2.4 million, exclusive of customary closing costs.
The property consists of a freestanding one-story building and contains approximately 14,400 square feet. It is leased to Walgreen Co., which carries an investment grade credit rating, as determined by major credit rating agencies. The initial term of the tenant lease is 60 years, with a right to terminate in September 2021. The property is subject to a ground lease which has an initial term of 20 years also expiring in September 2021, with eight five-year options to renew.
The Company funded the acquisition of the property with proceeds from a recently completed secondary common share offering.
"We are extremely pleased to have purchased this Walgreens property", commented Nicholas Schorsch, Chairman and Chief Executive Officer of American Realty Capital Properties. "It will further enhance our portfolio by adding strong current income derived from rents paid by an investment-grade rated tenant, with potential upside from both vintage in-place rents and property valuations significantly below replacement cost. This acquisition is indicative of the robust buying opportunities available to us. Our total portfolio purchase price increases to approximately $148.6 million as a result of this purchase. Since closing our secondary offering in early November, we have acquired 27 properties. Our total portfolio presently consists of 90 properties leased to six tenants in five industry groups".
American Realty Capital Properties, Inc. is a publicly-traded Maryland corporation listed on The NASDAQ Capital Market that intends to qualify as a real estate investment trust focused on owning and acquiring single tenant freestanding commercial properties subject to net leases with high credit quality tenants. Additional information about the Company can be found on the Company's website at
www.americanrealtycapitalproperties.com
.
For more information about this announcement, please contact Tony DeFazio of DeFazio Communications, LLC at 484-532-7783 or
tony@defaziocommunications.com
.
###

override: organization

text: Nicholas Schorsch


text:
EX-99.1
2
a09-36979_1ex99d1.htm
EX-99.1
Exhibit 99.1
An
Innovative Manufacturer of Specialty Tapes,
Laminates, Sealants and Coatings
NEWS RELEASE
CHASE CORPORATION ACQUIRES SERVIWRAP
®
PRODUCT LINE
Bridgewater, MA, December 18, 2009
-
Chase
Corporation
(
NYSE Amex: CCF
), a global
manufacturer of protective tapes and coatings, announces that it has acquired
the full range of
ServiWrap
®
pipeline protection products
from Grace Construction Products, a unit of W.R. Grace & Co.
ServiWrap
high
performance tapes, that have been protecting offshore and onshore pipelines
from corrosion around the world for over 30 years, will be manufactured and
distributed by Chase Corporation utilizing our existing, state-of-the-art,
manufacturing capacity. The purchase was
funded through a combination of cash and bank financing.
ServiWrap/ServiShield
®
anti-corrosion systems have provided tough,
self-adhering protection for new and refurbished oil, gas and water pipelines
on thousands of miles of pipe used in prestigious projects around the world,
with demonstrated performance that is equally effective on pipe lengths, bends,
joints or valves.
The
acquisition of
ServiWrap
will complement the
extensive industry leading portfolio of Chase pipeline protection tapes,
coatings and accessories and will substantially extend Chase Corporation's
global customer base.
ServiWrap
also builds upon Chase's most recent acquisition,
C.I.M.
Industries,
www.cimindustries.com, manufacturers of high performance immersion coatings for
the water and wastewater industry.
ServiWrap
will continue to be available through the current
network of distributors.
"This
acquisition further underscores our commitment to the growing global pipeline
preservation and water/wastewater markets and is consistent with our mission of
being a leading provider of global infrastructure protection and refurbishment
technologies", said Peter Chase, Chase Corporation's Chairman and CEO, "our
growth via strategic acquisitions has and will remain an important component of
our growth strategy".
Contact:
Paula Myers
Shareholder & Investor Relations
Department
Phone:
(508)
279-1789 Ext. 219
E-mail:
investorrelations@chasecorp.com
Website:
www.chasecorp.com
Chase Corporation, founded in 1946, is a global manufacturer of tapes,
laminates, sealants and coatings for high reliability applications, and
provides contract assembly services for the electronics industry.
Certain statements in this press release are forward-looking. These may be identified by the use of
forward-looking words or phrases such as "believe"; "expect"; "anticipate"; "should";
"planned"; "estimated" and "potential" among others. These forward-looking statements are based on
Chase Corporation's current expectations.
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for such forward-looking statements.
In order to comply with the terms of the "safe harbor", the Company
cautions investors that any forward-looking statements made by the Company are
not guarantees of future performance and that a variety of factors could cause
the Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties which may affect the
operations, performance, development and results of the Company's business
include, but are not limited to, the Company's ability to successfully
integrate acquired operations; rapid technology changes and the highly
competitive environment in which the Company operates. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date the statement was made.

text: CHASE CORPORATION

text:
SERVIWRAP
®
PRODUCT LINE

text:
Chase
Corporation

text: ServiWrap

text: Grace Construction Products

text: ServiWrap

text: Chase Corporation

text: ServiWrap

text: Chase Corporation

text: ServiWrap

text: ServiWrap

text: Chase Corporation

text: Chase Corporation

text: Chase Corporation


text:
EX-99
3
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
NV5
ACQUIRES PROGRAM MANAGEMENT CONSULTING FIRM, JOSLIN, LESSER & ASSOCIATES, INC.
Hollywood, FL -
February 2, 2015
- NV5 Holdings, Inc. (the "Company"
or "NV5"
)
(Nasdaq:
NVEE)
, a provider of professional and technical engineering and consulting solutions, has acquired Joslin, Lesser & Associates, Inc. (JLA), a program management and owner's representation consulting firm that primarily services government owned facilities and public K through 12 school districts in the Boston, MA area. JLA's staff includes 30 professionals with annualized revenues approaching $10 million.
The acquisition was made with a combination of cash, notes and stock and will be immediately accretive to NV5's earnings.
"We are pleased to add JLA to the NV5 team. The acquisition of JLA is an exciting opportunity for NV5 to expand our presence in a major metropolitan area in the northeast and further add to our public and governmental client base", said Dickerson Wright, P.E., Chairman and CEO of NV5. "JLA has a distinguished history of managing public capital improvement projects and shares NV5's commitment to providing clients the highest quality program management services possible. JLA will make a great addition to our program management vertical".
Stuart Lesser, President of JLA commented, "Our decision to join NV5 was primarily due to their excellent track record in developing key niches in their program management vertical and a philosophy of creating unparalleled service to their clients. We believe now with NV5 we have a unique opportunity to increase our presence in the northeast United States. We welcome the opportunity to be a part of the NV5 team".
About Joslin, Lesser & Associates, Inc
.
Before founding JLA in 1983, Stuart Lesser was Chief of the Commonwealth of Massachusetts Division of Capital Planning and Operations (DCPO) and presided over the state's $600 million Capital Development Program. Prior to his role as Head of DCPO, Mr. Lesser was Chief Architect for the City of Boston's Public Facilities Department. Mr. Lesser was a Loeb Fellow in Advanced Environmental Science at Harvard University and is a member of the American Institute of Architects.
For more than 30 years JLA has been a leader in the project management industry. JLA's team of architects, engineers and senior construction professionals are experts in strategic planning, programming, design, construction, procuring furniture, fixtures and equipment, and relocation logistics. JLA possesses the knowledge and expertise necessary to mitigate all issues that arise during planning, design, construction and delivery. In-depth understanding of owner requirements, building code requirements, state and local regulations, delivery methods and contract administration has resulted in JLA's successful legacy managing more than $1.5 billion in projects.
About NV5
NV5 Holdings, Inc. (NASDAQ: NVEE) is a provider of professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets. NV5 primarily focuses on five business verticals: construction quality assurance, infrastructure, energy, program management and environmental solutions. The Company operates 29 offices in California, Colorado, Utah, Florida, Pennsylvania, Massachusetts, New Jersey and Ohio and is headquartered in Hollywood, Florida. For additional information, please visit the Company's website at
www.NV5.com
. Also visit the Company on
Twitter
,
LinkedIn
,
Facebook
, and
Vimeo
.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding the acquisition being accretive to NV5's earnings. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, but are not limited to: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the "Risk Factors" set forth in the Company's most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements, except as required by law.
Contacts:
NV5 Holdings, Inc.
Richard Tong
Tel: +1-954-495-2114
Lauren Wright
Tel: +1-408-392-7233
ir@nv5.com

text: JOSLIN, LESSER & ASSOCIATES, INC.

text: NV5 Holdings, Inc.

text: Joslin, Lesser & Associates, Inc.

text: JLA

text: JLA

text: JLA

text: JLA

text: JLA

text: JLA

text: Stuart Lesser

text: JLA

text: JLA

text: Stuart Lesser

text: JLA

text: JLA

text: JLA

text: JLA

text: NV5 Holdings, Inc.

text: NV5 Holdings, Inc.


text:
EX-99.1
10
tm2126684d1_ex99-1.htm
EXHIBIT99.1
Exhibit 99.1
DIGITAL BRANDS GROUP ANNOUNCES SIGNIFICANT CORPORATE
TRANSACTIONS
-
Company Completes Acquisition of Elevated Basics Brand Stateside
- Company Raises $5.0 Million Through a Convertible Note to Fund
Stateside Acquisition
- Company Enters Into $17.5 Million Equity Line of Credit to
Further Fund Working Capital Needs
Austin--
Digital Brands Group,
Inc. ("DBG" or the "Company") (NASDAQ: DBGI), a digitally first portfolio company, today announced a series of
significant corporate transactions.
Stateside Acquisition
The Company announced that it has completed
its previously announced acquisition of Stateside, a privately-owned elevated basics brand, for an aggregate base purchase price
of $10,000,000. As a result of the transaction, Stateside
has become a wholly owned subsidiary of the Company.
The purchase price was evenly split between $5,000,000 million in common stock based on the 30-trading day period volume-weighted average
of the closing of the Company's share price, and $5,000,000 in cash.
"Stateside is expected to be accretive to DBG's revenue
and earnings per share in both the third quarter and fiscal year of 2021. Additionally, we believe the Stateside brand will drive meaningful
near and long-term shareholder value", said Hil Davis, DBG's Chief Executive Officer.
Davis continued, "The acquisition of the Stateside
brand
accelerates and validates Digital Brands Group's recent IPO and our vision and strategy to grow our brand portfolio, revenue and
cash flow through acquisitions.
As we discussed in our S-1, we expect to continue to grow through acquisitions
and expect to continue to acquire companies this year, most of which will require GAAP PCAOB audits. These audits take time, which results
in a delayed acquisition timeframe weighted toward the back three to four months of 2021. We believe the Stateside acquisition shows we
are and will continue to deliver on our acquisition promise".
Convertible Note
The Company announced that is
has raised gross proceeds of $5,000,000 through the issuance of a senior secure convertible promissory note (the "Note") to
Oasis Capital, LLC, a Puerto Rico limited liability company ("Oasis Capital"). The proceeds were used to fund the Stateside
acquisition mentioned above.
The Note, in the principal amount
of $5,265,000, bears interest at 6% per annum and is due and payable 18 months from the date of issuance, unless sooner converted. The
Note is convertible at the option of Oasis Capital into shares of the Company's Common Stock at a conversion price (the "Conversion
Price") which is the lesser of (i) $3.601, and (ii) 90% of the average of the two lowest VWAPs during the five consecutive trading
day period preceding the delivery of the notice of conversion. Oasis is not permitted to submit conversion notices in any thirty day period
having conversion amounts equaling, in the aggregate, in excess of $500,000. If the Conversion Price set forth in any conversion notice
is less than $3.00 per share, the Company, at its sole option, may elect to pay the applicable conversion amount in cash rather than issue
shares of its Common Stock.
Equity Line of Credit
The Company announced that it has entered
into an equity purchase agreement with Oasis Capital. Under the purchase agreement, the Company has the right to sell up to $17.5 million
of its Common Stock to Oasis Capital over a 24-month period, upon satisfaction of the conditions in the equity purchase agreement including
the effectiveness of a resale registration statement which the Company will file on or before December 31, 2021. The Company will control
the timing and amount of any sales to Oasis Capital, and Oasis Capital is obligated to make purchases in accordance with the equity purchase
agreement. The equity purchase agreement allows the Company to fund its needs in a more expedient and cost-effective manner.
Mr. Davis stated, "With this equity
line established, the financial road ahead for Digital Brands has truly begun to smooth out. This equity line alleviates the immediate
need to go to the capital markets for operational financing although we expect to further access the capital markets to fund future acquisitions".
The offer and sale of the securities by the
Company in the above transaction have not been registered under the Securities Act of 1933, as amended (the "Securities Act"),
and have not been registered or qualified under any state securities laws, and therefore may not be offered or sold absent registration
under the Securities Act or an applicable exemption from such registration requirements, and registration or qualification and under applicable
state securities or "Blue Sky" laws or an applicable exemption from such registration or qualification requirements.
This press release does not constitute an
offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
Forward-looking Statements
Certain statements included in this release
are "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are made
based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks and uncertainties.
You can identify these statements by the fact that they use words such as "will", "anticipate,"
"estimate", "expect", "should", and "may" and other words and terms of similar
meaning or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not
forward-looking. All statements regarding DBG's plans, objectives, projections and expectations relating to the acquisition of
Stateside, DBG's operations or financial performance, and assumptions related thereto are forward-looking statements. We
caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or
implied in the forward-looking statements. DBG undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law. Potential risks and uncertainties
that could cause the actual results of operations or financial condition of DBG to differ materially from those expressed or implied
by forward-looking statements include, but are not limited to: risks arising from the widespread outbreak of an illness or any other
communicable disease, or any other public health crisis, including the coronavirus (COVID-19) global pandemic; the level of consumer
demand for apparel and accessories; DBG's ability to implement its business strategy; DBG's ability to execute and
integrate acquisitions; and DBG's indebtedness and its ability to obtain financing on favorable terms, if needed. More information
on potential factors that could affect DBG's financial results is included from time to time in DBG's public reports
filed with the SEC, including DBG's Annual Report on Form 10-K, and Quarterly Reports on Form 10-Q, and Forms 8-K filed or
furnished with the SEC.
About Digital Brands Group
We offer a wide variety of apparel through numerous brands on a both
direct-to-consumer and wholesale basis. We have created a business model derived from our founding as a digitally native-first vertical
brand. Digital native first brands are brands founded as e-commerce driven businesses, where online sales constitute a meaningful percentage
of net sales, although they often subsequently also expand into wholesale or direct retail channels., Unlike typical e-commerce brands,
as a digitally native vertical brand we control our own distribution, sourcing products directly from our third-party manufacturers and
selling directly to the end consumer. We focus on owning the customer's "closet share" by leveraging their data and purchase
history to create personalized targeted content and looks for that specific customer cohort. We have strategically expanded into an omnichannel
brand offering these styles and content not only on-line but at selected wholesale and retail storefronts. We believe this approach allows
us opportunities to successfully drive Lifetime Value ("LTV") while increasing new customer growth.
About Stateside
Stateside is a collection of elevated American basics influenced by
the evolution of the classic T-Shirt. All garments are designed and produced in Los Angeles from the finest fabrics. All knitting, dyeing,
cutting and sewing is sourced and manufactured locally in Los Angeles. Stateside invested in quality and the local communities.
Digital Brands Group, Inc. Company Contact
Hil Davis, CEO
Email:
invest@digitalbrandsgroup.co
Phone: (800) 593-1047
SOURCE Digital Brands Group, Inc.
Related Links
https://www.digitalbrandsgroup.co

text: DIGITAL BRANDS GROUP

text: Stateside

text: Stateside

text: Digital Brands Group

text: Stateside

text: Stateside

text: Stateside

text: Stateside

text: Stateside

text: Hil Davis

text: Stateside

text: Digital Brands Group

text: Stateside

text: Stateside

text: Stateside

text: Digital Brands Group

text: Stateside

text: Stateside

text: Stateside

text: Digital Brands Group

text: Hil Davis

text: Digital Brands Group


text:
EX-99.1
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dex991.htm
PRESS RELEASE DATED JANUARY 6, 2005
Press Release dated January 6, 2005
EXHIBIT 99.1
Cooper Companies Merger With Ocular Sciences Completed
Thursday January 6, 8:35 am ET
LAKE FOREST, Calif., Jan. 6, 2005 - The Cooper Companies, Inc. (NYSE:
COO
-
News
) announced today that its merger with Ocular Sciences, Inc. has closed.
At closing, Cooper paid approximately $600 million in cash and issued approximately 10.7 million shares of its common stock to Ocular Sciences stockholders and option holders. In accordance with Nasdaq trading policies, shares of Ocular common stock
will continue to trade on The Nasdaq National Market until the market closes later today at 4:00 pm (EST); however, those shares will represent solely the right to receive the merger consideration of 0.3879 of a share of Cooper common stock and
$22.00 in cash.
"This acquisition is an ideal strategic fit for
Cooper", said A. Thomas Bender, Cooper's chief executive officer. "Ocular brings geographic and product line balance and manufacturing technology to our CooperVision business unit. We expect to nearly double our revenue base and
enhance our cash flow and profitability", Bender added.
"Combining
Cooper and Ocular Sciences is a strategic opportunity that immediately creates a company with significant scale and presence in all major markets around the world", said John Fruth, Ocular Sciences' founder and chairman, who will join
Cooper's board of directors. "The combined companies will offer our customers a wider choice of contact lens products for their patients", Fruth noted.
The Cooper Companies' CooperVision unit, the world's fourth largest contact lens manufacturer, is a leading global supplier of
specialty contact lenses. Ocular Sciences, the world's fifth largest contact lens manufacturer, supplies primarily spherical and daily disposable contact lenses. With the completion of the merger, CooperVision becomes the world's third
largest contact lens company.
Revenue and Earnings Per Share Guidance
The revenue and earnings per share guidance for fiscal 2005 through 2007 is
shown in the table below. It assumes no major change in exchange rates during the periods noted.
COOPER REVENUE AND EARNINGS PER SHARE(1) GUIDANCE FISCAL 2005-2007
2005
2006
2007
Total Revenue
$870-$883
million
$1042-$1050
million
$1165-$1180
million
CooperVision
$755-$765
million
$915-$920
million
$1025-$1035
million
CooperSurgical
$115-$118
million
$127-$130
million
$140-$145
million
Earnings Per Share(1)
$3.05-$3.15
$4.00-$4.10
$4.75-$4.85
Effective Tax Rate
21%
20%
20%
(1)
Exclusive of nonrecurring charges for accounting and restructuring
Cooper expects fiscal first quarter 2005 revenue of between $149 million and $153 million and earnings per share of between $.52 and $.55 per share.
CooperVision expects fiscal first quarter 2005 revenue of between $122 million and $125
million and CooperSurgical expects revenue of between $26 million and $27 million for the same period. This guidance is exclusive of nonrecurring charges for accounting and restructuring.
Forward-Looking Statements
This news release contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. These include certain statements
about our capital resources, performance and results of operations. In addition, all statements regarding anticipated growth in our revenue, anticipated market conditions, planned product launches and results of operations are forward-looking. To
identify these statements look for words like "believes", "expects", "may", "will", "should", "could", "seeks", "intends", "plans", "estimates" or
"anticipates" and similar words or phrases. Discussions of strategy, plans or intentions often contain forward-looking statements. Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or
imprecise and are subject to risks and uncertainties. These include the risk that the Cooper and Ocular businesses will not be integrated successfully; risks related to any uncertainty surrounding the merger, and the costs related to the merger; the
risk that the combined company may not realize anticipated benefits from its cost-cutting measures; the ultimate validity and enforceability of the companies' patent applications and patents and the possible infringement of the intellectual
property of others.
Events, among others, that could cause our actual results
and future actions of the company to differ materially from those described in forward-looking statements, include major changes in business conditions, a major disruption in the operations of our manufacturing facilities or distribution facilities,
new competitors or technologies, significant delays in new product introductions, the impact of an undetected virus on our computer systems, acquisition integration delays or costs, increases in interest rates, foreign currency exchange exposure,
investments in research and development and other start-up projects, dilution to earnings per share from acquisitions or issuing stock, worldwide regulatory issues, including product recalls and the effect of healthcare reform legislation, cost of
complying with new corporate governance requirements, changes in tax laws or their interpretation, changes in geographic profit mix effecting tax rates, significant environmental cleanup costs above those already accrued, litigation costs including
any related settlements or judgments, cost of business divestitures, the requirement to provide for a significant liability or to write off a significant asset, including impaired goodwill, changes in accounting principles or estimates, including
the potential cost of expensing stock options, the potential impact of changes to FASB 128, and other events described in our Securities and Exchange Commission filings, including the "Business" section in our Annual Report on Form 10-K
for the year ended October 31, 2003. We caution investors that forward-looking statements reflect our analysis only on their stated date. We disclaim any intent to update them except as required by law.
Corporate Information
The Cooper Companies, Inc. manufactures and markets specialty healthcare products through its CooperVision and CooperSurgical units.
Corporate offices are in Lake Forest and Pleasanton, Calif. The World Wide Web address is
http://www.coopercos.com
. A toll free interactive telephone system at 1-800-334-1986 provides stock quotes, recent press releases and financial data.
CooperVision manufacturers and markets contact lenses and ophthalmic surgery
products. Headquartered in Lake Forest, Calif., it manufactures in Albuquerque, N.M., Huntington Beach, Calif., Juana Diaz, Puerto Rico, Norfolk, Va., Rochester, N.Y., Adelaide, Australia, Hamble and Hampshire England, Ligny-en-Barrios, France,
Madrid, Spain and Toronto. Its Web address is
http://www.coopervision.com
.
CooperSurgical manufactures and markets diagnostic products, surgical instruments and accessories to the women's healthcare market. With headquarters and manufacturing facilities in Trumbull, Conn., it also manufactures in Pasadena,
Calif., North Normandy, Ill., Fort Atkinson, Wis., Malmo, Sweden, Montreal and Berlin. Its Web address is
http://www.coopersurgical.com
.
Contact:
The Cooper Companies, Inc.
Norris Battin,
Vice President
Investor Relations and Communications,
Financial Media and Investors
949-597-4700

text: Cooper Companies

text: Ocular Sciences

text: The Cooper Companies, Inc.

text: Ocular Sciences, Inc.

text: Cooper

text: Ocular Sciences

text: Cooper

text: Cooper

text: Cooper

text: Cooper

text: Ocular Sciences

text: Ocular Sciences

text: Cooper

text: Ocular Sciences

text: COOPER

text: Cooper

text: The Cooper Companies, Inc.

text: The Cooper Companies, Inc.

text: Norris Battin


text:
EX-99.1
2
ex99-1.htm
MGT
Capital Provides Operating Update
Purchases
320 Additional Bitmain Bitcoin Miners
DURHAM,
NC, October 31, 2019 /PRNewswire/ -
MGT Capital Investments, Inc
. (OTCQB: MGTI) today provided an operating update
to investors.
On
October 29, 2019, MGT purchased 320 Bitmain S17 Pro Antminers, with contractual shipment within 7 business days. The specific
models purchased have a stated hash rate of 50 Th/s in normal mode and up to 62 Th/s when engaged in "turbo" mode.
A container to house the miners will be delivered next week. Upon deployment, these machines will add up to 20 Ph/s to the Company's
LaFayette, Georgia facility.
This
purchase of the S17 Pro's is in addition to the previously announced purchase of 1,100 S17 Antminers with a stated hash
rate of 53 Th/s per machine. The Company expects delivery of that batch prior to mid-December of this year. The containers to
house these 1,100 miners include two Pod5ive containers and are expected onsite by the end of November 2019. Due to contractual
provisions of this S17 order, MGT took advantage of a material price reduction, and chose to allocate some of that savings to
the new order of S17 Pro's.
As
previously disclosed earlier this month, the Company began Bitcoin mining at its fully owned and operated facility in LaFayette
using a newly designed container solution with company owned Bitmain S9 miners. All five transformers are set on concrete vaults,
hooked up to underground high voltage electrical feeder lines from the nearby substation, and are ready to energize when the mining
equipment is received. With Phase I of the site substantially completed, MGT currently has total load capacity from these five
transformers of 12.5 MW.
Including
some other modest equipment already purchased, MGT projects a total of 1,475 new generation Bitcoin miners to be in operation
at year end 2019. The machines collectively are rated at a total of about 80 Ph/s, enough computational power to mine 45 Bitcoin
per month at the current Difficulty Rate.* The total electrical load at this production level is estimated at slightly under 4.0
MW.
*Note:
the Difficulty Rate (DR) of the Bitcoin network is a direct function of the capacity of the entire mining network. The DR changes
roughly every two weeks and is widely available on Bitcoin data feeds and websites. Over time, the DR has, and is expected to,
increase due to increased investment by network participants in more powerful and efficient mining hardware.
About
MGT Capital Investments, Inc.
MGT
Capital Investments, Inc. (OTCQB: MGTI) is a U.S.- based Bitcoin miner with operations at an owned facility in Georgia and two
hosted facilities. The Company continues construction in Georgia to pursue expansion with low cost power.
For
more information on the Company, please visit:
https://mgtci.com
Forward-looking
Statements
This
press release contains forward-looking statements. The words or phrases "would be", "will allow,"
"intends to", "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project", or similar expressions are intended to identify "forward-looking
statements." All information set forth in this news release, except historical and factual information, represents forward-looking
statements. This includes all statements about the Company's plans, beliefs, estimates and expectations. These statements
are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements. These risks and uncertainties include issues related to: rapidly
changing technology and evolving standards in the crypto mining industry; the ability to obtain sufficient funding to continue
operations, maintain adequate cash flow and execute its business strategy; volatility in the Bitcoin market; and other factors
set forth in the Company's most recently filed annual report and registration statement. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances
that arise after the date hereof. Readers should carefully review the risks and uncertainties described in other documents that
the Company files from time to time with the U.S. Securities and Exchange Commission.
MGT Capital Investments, Inc. provides
no assurance regarding the actual outcome of the events contemplated by any forward-looking statements included in this release.
Investor
and Media Contact:
Robert
Lowrey
Chief
Financial Officer
rlowrey@mgtci.com
919-378-1788

text: MGT

text:
MGT Capital Investments, Inc
.

text: MGT

text: MGT

text: MGT

text: MGT

text:
Robert
Lowrey


text:
EX-99.1
2
d356703dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
News Release
Wabtec Announces Results Of Final Tender Offer For Shares Of Faiveley Transport
WILMERDING, PA, March 10, 2017 - Wabtec Corporation (NYSE: WAB) has successfully closed the additional cash tender offer and exchange
offer (the "Offer"), which was open from February 14, 2017 to March 6, 2017, for shares of Faiveley Transport and announced the following:
.
Wabtec, indirectly through Wabtec France, acquired an additional 2,859,191 Faiveley Transport shares. Of this total, 2,856,110 shares were acquired with cash, and 3,081 shares were exchanged for Wabtec shares.
.
Including the shares it already held, Wabtec France now holds 98.53% of the share capital and 97.66%% of the voting rights of Faiveley Transport.
.
As the remaining minority shareholders represent less than 5% of the share capital and voting rights of Faiveley Transport, Wabtec France plans to implement a mandatory
squeeze-out
procedure for the Faiveley Transport shares which were not tendered in the subsequent Offer.
Wabtec Corporation (
www.wabtec.com
) is a leading global provider of equipment, systems and value-added services for transit and freight
rail. Through its subsidiaries, the company manufactures a range of products for locomotives, freight cars and passenger transit vehicles. The company also builds new switcher and commuter locomotives, and provides aftermarket services. The company
has facilities located throughout the world.
Forward-Looking Statements
Statements contained in this press release which are not historical facts are forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements and certain information contained in the release involve risks and uncertainties that could result in actual results differing materially from expected results. Forward-looking
statements represent Wabtec's expectations and beliefs concerning future events, based on information available to Wabtec as of the date of this release. Wabtec undertakes no obligation to publicly update and revise any forward-looking
statements to reflect events or circumstances that may arise after the date of this release. Additional information regarding these and other factors is contained in Wabtec's SEC filings, including without limitation Wabtec's Form
10-K
and Form
10-Q
filings.
Tim Wesley
Phone: 412.825.1543
Wabtec Corporation
E-mail:
twesley@wabtec.com
1001 Air Brake Avenue
Website:
www.wabtec.com
Wilmerding, PA 15148
News Release
Certain Legal Matters
This communication is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this press release or otherwise. The distribution of this communication in jurisdictions outside the U.S. or France may be restricted by law
or regulation and therefore any person who comes into possession of this communication should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws
or regulations of any such relevant jurisdiction.
Faiveley Transport is incorporated in France and listed on Euronext Paris and any offer
for its securities will be subject to French disclosure and procedural requirements, which differ from those that are applicable to offers conducted solely in the U.S., including with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments. The transactions described above will be structured to comply with French and U.S. securities laws and regulations applicable to transactions of this type. Securities Act of 1933, as amended.
Tim Wesley
Phone: 412.825.1543
Wabtec Corporation
E-mail:
twesley@wabtec.com
1001 Air Brake Avenue
Website:
www.wabtec.com
Wilmerding, PA 15148

text: Wabtec

text: Faiveley Transport

text: Wabtec Corporation

text: Faiveley Transport

text: Wabtec

text: Wabtec

text: Faiveley Transport

text: Wabtec

text: Wabtec

text: Faiveley Transport

text: Faiveley Transport

text: Wabtec

text: Faiveley Transport

text: Wabtec Corporation

text: Wabtec

text: Wabtec

text: Wabtec

text: Wabtec

text: Wabtec

text: Wabtec Corporation

text: Faiveley Transport

text: Wabtec Corporation


text:
EX-99.1
3
snrv8kex991073012.htm
PRESS RELEASE
snrv8kex991073012.htm
SUN RIVER ENERGY, INC. ANNOUNCES SALE OF COAL, GOLD, SILVER, COPPER & IRON ORE ASSETS IN COLFAX COUNTY, NEW MEXICO
Dallas, TX -- (PRNewswire-FirstCall) - July 30, 2012 -- Sun River Energy, Inc. (OTC:BB:SNRV). On July 27, 2012, Sun River Energy, Inc. (the "Company" or "Sun River") announces it has signed a Contract for Sale with Mericol, Inc. [OTC:MRCI]("Mericol")to sell only the Company's coal, gold, silver, iron ore and copper interests in Colfax County, New Mexico for $500,000 plus 2,564,103 shares of Mericol's common stock, which as of the effective date of the Contract represents at least 50 percent (50%) of the issued and outstanding stock of Mericol. The Contract does not transfer any other mineral interests owned by Sun River, including but not limited to, its oil and gas rights. Additionally, pursuant to the terms of the Contract for Sale, Mericol is changing its name to Maxwell Resources, Inc.
Donal R. Schmidt, Jr., the Company's CEO and President, said:
"As stated at last year's annual meeting, the Company expected to divest some of its non-hydrocarbon resources owned in Colfax County, New Mexico. We are an oil and gas company, we are not in the business of mining for coal, gold and silver. This transaction allows us to narrow our focus to where our expertise lies. We continue to work towards finalizing a joint venture regarding development of our shallow oil rights in Colfax".
About Sun River Energy, Inc.:
Sun River Energy, Inc. is a Dallas-based, oil and gas exploration and production company. For further information on the Company, please visit our website www.snrv.com.
Media Contact:
Gilbert Steedley
1-800-669-6511
Notice Regarding Forward-Looking Statements
This news release contains "forward-looking statements" (statements which are not historical facts) made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as "anticipate", "could", "may", "might", "potential", "predict", "should", "estimate", "expect", "project", "believe", "plan", "envision", "continue", "intend", "target", "contemplate", or "will" and similar words or phrases or comparable terminology. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward- looking statements are only predictions and involve known and unknown risks and uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control. These factors include, but are not limited to, the time to consummate the proposed development, completion and extraction; the timing and extent of changes in market conditions and prices for natural gas and oil; the timing and extent of the Company's success in discovering, developing, producing and estimating reserves; the economic viability of, and the Company's success in drilling, the Company's ability to fund the acquisition, development, completion and extraction of oil and gas assets and the Company's planned capital investments; the Company's future property acquisition or divestiture activities; increased competition; and any other factors listed in the reports the Company has filed and may file with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company's expectations only as of the date they were made. The Company undertakes no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise.

text: SUN RIVER ENERGY, INC.

text: Sun River Energy, Inc.

text: Sun River Energy, Inc.

text: Mericol, Inc.

text: Sun River Energy, Inc.

text: Sun River Energy, Inc.


text:
EX-99.1
3
exh991.htm
PRESS RELEASE
EXHIBIT 99.1
â News
Release
Cory T. Walker
July 1,
2013 Chief Financial Officer
(386) 239-7250
BROWN & BROWN, INC. COMPLETES
ACQUISITION OF BEECHER CARLSON HOLDINGS,
INC.
(Daytona Beach and Tampa, Florida)
... Brown & Brown, Inc. (NYSE:BRO) today announced the completion of the previously-announced acquisition by merger of Beecher
Carlson Holdings, Inc. ("
Beecher Carlson
") by Brown & Brown, Inc.
Brown & Brown, Inc., through its
subsidiaries, offers a broad range of insurance and reinsurance products and related services. Additionally, certain Brown &
Brown subsidiaries offer a variety of risk management, third-party administration, and other services. Serving business, public
entity, individual, trade and professional association clients nationwide, Brown & Brown is ranked by
Business Insurance
magazine as the United States' sixth-largest independent insurance intermediary. Brown & Brown's Web address is
www.bbinsurance.com. Beecher Carlson's Web address is
www.beechercarlson.com
.
This press release may contain certain
statements relating to future results which are forward-looking statements. These statements are not historical facts, but instead
represent only Brown & Brown's current belief regarding future events, many of which, by their nature, are inherently
uncertain and outside of Brown & Brown's control. It is possible that Brown & Brown's actual results and financial
condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking
statements. Further information concerning Brown & Brown and its business, including factors that potentially could materially
affect Brown & Brown's financial results and condition, as well as its other achievements, is contained in Brown &
Brown's filings with the Securities and Exchange Commission. All forward-looking statements made herein are made only as
of the date of this release, and Brown & Brown does not undertake any obligation to publicly update or correct any forward-looking
statements to reflect events or circumstances that subsequently occur or of which Brown & Brown hereafter becomes aware.
# # # # #

text: BROWN & BROWN, INC.

text: BEECHER CARLSON HOLDINGS

text: Brown & Brown, Inc.

text:
Beecher
Carlson Holdings

text: Brown & Brown, Inc.

text: Brown & Brown, Inc.


text:
EX-99
12
ex99.txt
EXHIBIT 99
NexHorizon Communications Closes on Acquisition Financing and Moves to Complete
Chula Vista and National City Cable Acquisition
NexHorizon Communications, Inc. (OTCBB:NXHZ) today announced that on January 31,
2008 it closed its acquisition financing with an institutional investor and that
it intends to complete the acquisition of Chula Vista Cable and National City
Cable, located in Southern California, next week.
Calvin D. Smiley, Sr., CEO of NexHorizon Communications, Inc. said, "This
transaction provides the necessary resources and provides financing for our
previously announced asset acquisitions of Chula Vista Cable, Ltd. and National
City Cable, Inc. Furthermore, it provides the working capital required to
initiate network infrastructure upgrades. These upgrades serve as a priority in
successfully managing future expenditures by ensuring our network is critically
capable of providing uncompromised service quality with minimal service
interruptions which can be viewed as a costly endeavor for small independent
cable companies. Being prepared is the key to minimizing future expenses and
this transaction provides the key component to move forward and implement our
model, both in terms of subscriber growth and network reliability".
Pursuant to the Securities Purchase Agreement, the Company issued the investor a
Secured Original Issue Discount Debenture bearing interest of 11.25% (or Prime +
4%) with an aggregate principal amount of $1,760,000 (the "Debenture"), plus
five year warrants. The outstanding principal amount and all accrued interest
thereon will be payable over a 36 month term. The Debenture is secured by the
assets of the Company, including its securities in its wholly-owned
subsidiaries.
About NexHorizon Communications, Inc.
NexHorizon Communications, Inc. (OTCBB:NXHZ) is focused on delivering broadband
solutions to rural communities through strategic acquisitions and mergers
accretive to its shareholders. The Company's strategic business plan targets
rural cable television system providers and synergistic cable technologies to
consolidate and upgrade; resulting in increased bandwidth, improved reliability
and customer service satisfaction building value for its shareholders.
NexHorizon is focused on delivering a true "triple-play" of digital video,
High-Speed data, Voice over Internet Protocol (VoIP), and other advanced
broadband solutions.
Safe Harbor Statement
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made on behalf of the company. All such
forward-looking statements are, by necessity, only estimates of future results
and actual results achieved by NexHorizon Communications, Inc. (NexHorizon) may
differ materially from these statements due to a number of factors. NexHorizon
assumes no obligations to update these forward-looking statements to reflect
actual results, changes in assumptions or changes in other factors affecting
such statements. You should independently investigate and fully understand all
risks before making investment decisions.
NexHorizon Communications, Inc., Broomfield
Calvin D. Smiley, Sr., 303-404-9700
or
For Investors:
David Kugelman, 386-409-0200

text: NexHorizon Communications

text: Chula Vista

text: National City Cable

text: NexHorizon Communications, Inc.

text: Chula Vista Cable

text:
National City
Cable

text: NexHorizon Communications, Inc.

text: Chula Vista Cable

text:
National
City Cable

text: NexHorizon Communications, Inc.

text: NexHorizon Communications, Inc.

text: NexHorizon Communications, Inc.

text: NexHorizon Communications, Inc.


text:
EX-99.1
3
f8k060608ex99_redrock.htm
PRESS RELEASE
f8k060608ex99_redrock.htm
Red
Rock Pictures Announces Management Changes
Company
Names Reno R. Rollé as Chief Executive Officer
Former
Head of Studio Store Direct Brings Years of Consumer Marketing
Expertise
LOS
ANGELES - June 12, 2008 - Red Rock Pictures Holdings, Inc.
(OTCBB: RRPH.OB), a film finance, production, and distribution company, today
announced that its board of directors has appointed Reno R. Rollé as Chief
Executive Officer of the Company. Rollé will succeed
Robert Levy, who will remain as Chairman of the Board of
Directors. Rollé was previously the founder and Chief
Executive Officer of Studio Store Direct, Inc., a market leader in new media
direct response entertainment marketing, which has being acquired by Red Rock
Pictures.
"Reno
brings a solid track record of proven success in the field of direct consumer
marketing. He is also well versed in traditional entertainment and
should fit perfectly at the helm of Red Rock", stated Levy. "I look
forward to continuing to work with Reno and helping him build a successful and
well rounded entertainment company".
"I am
honored by this appointment and eager to roll up my sleeves and get to work,"
commented Rollé. "This is an exciting time at Red Rock as the
company moves aggressively into the direct response marketing arena, along with
finally realizing the potential of the existing feature film business, as an
exciting library of projects are now coming to market".
Rollé is
joining Red Rock through its acquisition of Studio Store
Direct. Prior to founding Studio Store, Rollé was CEO of
Shop America USA where he helped orchestrate a complete turnaround, bringing the
company to the pinnacle of the DRTV industry with a campaign that
Rollé co-created. This campaign contributed to building a
company with revenues estimated to exceed 200 million dollars.
About Red Rock Pictures
Holdings, Inc.
Red Rock
Pictures, (OTCBB:
RRPH
-
News
), (
www.redrockpics.com
)
finances and co-produces feature films and entertainment for all media.
Dedicated to truly partnering with the creative community - from up-and-coming
writers, directors and producers to experienced hands in film, television and
digital media - Red Rock Pictures is built on its commitment to creative
entertainment, finance and innovation. Red Rock Pictures' management team has
been involved in over 50 feature length films, with an outstanding proven track
record that has generated over a billion dollars in the U.S. domestic box office
and home entertainment industry.
With the
addition of Studio Store Direct, the company will also operate as a traditional
infomercial production and distribution company. Studio Store Direct
has developed a patent pending process for embedding direct response programs
directly onto motion picture DVD's. Viewers can access virtual "QVC
like" stores, offering related merchandise for purchase with the simple click of
a mouse or by dialing an 800 number. The company's model provides a
turnkey new revenue solution for major Hollywood studios and independent
distributors. According to the Electronic Retailing Association
(ERA), the direct response television industry accounts for more than 150
billion dollars in annual revenue.
Contact:
Red Rock Pictures
Holdings
Reno
Rollé
323-790-1813

text: Studio Store Direct

text: Studio Store Direct

text:
Studio Store
Direct

text: Studio Store Direct

text: Studio Store Direct


text:
EX-99.1
12
a15-2523_1ex99d1.htm
EX-99.1
Exhibit 99.1
Thursday, January 15, 2015
INVESTORS:
MEDIA:
Lisa A. Indest
Meaghan Repko / Jonathan Keehner
CAO & Senior VP, Finance
Joele Frank, Wilkinson Brimmer Katcher
614.887.5844
212.355.4449
lindest@glimcher.com
Washington Prime Group Completes Acquisition of Glimcher Realty Trust
Company to be known as WP GLIMCHER
BETHESDA, MD and COLUMBUS, OH - January 15, 2015 -
Washington Prime Group Inc. ("Washington Prime") (NYSE:WPG) today announced it has completed the previously announced acquisition of Glimcher Realty Trust ("Glimcher"). The company will be known as WP GLIMCHER, and continue to trade on the New York Stock Exchange under the ticker WPG.
Mark S. Ordan, Executive Chairman of WP GLIMCHER said, "We are very pleased to have completed our acquisition of Glimcher so quickly, which will allow us to begin taking advantage of the strengths of the combined company, including a broad and diverse group of strong cash flowing assets and a strong platform in Columbus as a foundation for growth".
Michael P. Glimcher, Chief Executive Officer and Vice Chairman of WP GLIMCHER said, "This transaction delivers immediate benefit to Glimcher shareholders and creates a combined company and team positioned to deliver enhanced shareholder value".
Mr. Ordan added "We are focused on reducing leverage, including through joint ventures and possible asset sales, maintaining our investment grade rating, strengthening our asset base through development and redevelopment opportunities, and strategically acquiring new properties in both enclosed and open air large format shopping centers that have a long term place in their markets".
Mark Ordan, CEO of Washington Prime, will serve as Executive Chairman of the combined company's Board of Directors and Michael Glimcher, CEO of Glimcher, will serve as the combined company's CEO and Vice Chairman, reporting to Mr. Ordan. Michael Glimcher and Niles Overly have also been appointed to the WP GLIMCHER Board of Directors and will join Washington Prime's highly qualified group of existing directors, all of whom will continue as directors of WP GLIMCHER. In connection with the closing of the acquisition,
Glimcher's shares will cease trading on the NYSE after January 15, 2015.
Transaction Details
As previously announced, under the terms of the merger agreement,
Glimcher shareholders will receive, for each Glimcher share, $10.40 in cash and 0.1989 of a share in WPG common stock. Additionally, in connection with the
close of the transaction, Simon Property Group, Inc. ("Simon") has also completed its previously announced acquisition of Jersey Gardens in Elizabeth, New Jersey and University Park Village in Fort Worth, Texas, properties previously owned by Glimcher, for an aggregate purchase price of $1.09 billion, including the assumption of existing mortgage debt.
Washington Prime Group, L.P. has entered into a 364-day bridge term loan agreement with certain lenders and drew down an aggregate $1.19 billion to finance a portion of the transaction.
Citi is serving as financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor, to Washington Prime. Willkie Farr & Gallagher LLP is serving as legal advisor to Washington Prime in connection with the sale of the two Glimcher properties to Simon.
GreenOak Real Estate US LLC and Morgan Stanley & Co. LLC are serving as financial advisors, and Simpson Thacher & Bartlett LLP is serving as legal advisor to Glimcher.
WP GLIMCHER expects to issue fiscal year end 2014 earnings in late February, which will provide updated financial information and guidance for the newly combined company.
About WP GLIMCHER
WP GLIMCHER (NYSE: WPG) is a retail REIT and a recognized leader in the ownership, management, acquisition and development of retail properties, including mixed use, open-air and enclosed regional malls as well as community centers. WP GLIMCHER owns and manages 119 shopping centers totaling more than 68 million square feet diversified by size, geography and tenancy. WP GLIMCHER combines a national real estate portfolio with an investment grade balance sheet and plans to leverage its expertise across the entire shopping center sector to increase cash flow through rigorous asset management of existing assets. WP GLIMCHER is the d/b/a for Washington Prime Group Inc.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 which represent the current expectations and beliefs of management of WP GLIMCHER concerning the anticipated consequences and benefits of the transactions, and other future events and their potential effects on WP GLIMCHER, including, but not limited to, statements relating to anticipated financial and operating results, the company' plans, objectives, expectations and intentions, cost savings and other statements, including words such as "anticipate", "believe", "plan", "estimate", "expect", "intend", "will", "should", "may", and other similar expressions. Such statements are based upon the current beliefs and expectations of WP GLIMCHER's management, and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of WP GLIMCHER to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, without limitation: the ability to successfully operate and integrate Washington Prime Group Inc. ("Washington Prime") and Glimcher businesses and achieve cost savings; changes in asset quality and credit risk; ability to sustain revenue and earnings growth; changes in political, economic or market conditions generally and the real estate and capital markets specifically; the impact of increased competition; the availability of capital and financing; tenant or joint venture partner(s) bankruptcies; the failure to increase mall store occupancy and same-mall operating income; risks associated with the acquisition, development, expansion, leasing and management of properties; changes in market rental rates; trends in the retail industry; relationships with anchor tenants; risks relating to joint venture properties; costs of common area maintenance; competitive market forces; the level and volatility of interest rates; the rate of revenue increases as compared to expense increases; the financial stability of tenants within the retail industry; the restrictions in current financing arrangements or the failure to comply with such arrangements; the liquidity of real estate investments; the impact of changes to tax legislation and Washington Prime's tax positions; failure to qualify as a real estate investment trust; the failure to refinance debt at favorable terms and conditions; loss of key personnel; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; possible restrictions on the ability to operate or dispose of any partially-owned properties; the failure to achieve earnings/funds from operations targets or estimates; the failure to achieve projected returns or yields on development and investment properties; changes in generally accepted accounting principles or
interpretations thereof; terrorist activities and international hostilities; the unfavorable resolution of legal proceedings; the impact of future acquisitions and divestitures; significant costs related to environmental issues; and other risks and uncertainties, including those detailed from time to time in Washington Prime's periodic reports filed with the Securities and Exchange Commission, including those described under "Risk Factors" in the definitive proxy statement/prospectus filed by Washington Prime in connection with the transaction and in Washington Prime's and Glimcher's Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. The forward-looking statements in this communication are qualified by these risk factors. Each statement speaks only as of the date of this communication (or any earlier date indicated in this communication) and Washington Prime undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. Actual results may differ materially from current projections. Investors, potential investors and others should give careful consideration to these risks and uncertainties.
Visit Washington Prime Group at: www.washingtonprime.com

text: Washington Prime Group

text: Glimcher Realty Trust

text: Washington Prime Group Inc.

text: Washington Prime

text: Glimcher Realty Trust

text: Michael P. Glimcher

text: Mark Ordan

text: Washington Prime

text: Michael Glimcher

text: Michael Glimcher

text: Washington Prime

text: Washington Prime Group, L.P.

text: Citi

text: Wachtell, Lipton, Rosen & Katz

text: Washington Prime

text: Willkie Farr & Gallagher LLP

text: Washington Prime

text: GreenOak Real Estate US LLC

text: Morgan Stanley & Co. LLC

text: Simpson Thacher & Bartlett LLP

text: Washington Prime Group Inc.

text: Washington Prime Group Inc.

text: Washington Prime

text: Washington Prime

text: Washington Prime

text: Washington Prime

text: Washington Prime

text: Washington Prime

text: Washington Prime Group


text:
EX-99.1
6
ex99-1.htm
PRESS RELEASE
Texas South Energy, Inc. 8-K
Exhibit 99.1
TEXAS
SOUTH ENERGY, INC. ANNOUNCES ACQUISITION OF
ASSETS AND ADDITION OF EXPERIENCED MANAGEMENT TEAM
HOUSTON,
TX-(Marketwire - January 10, 2017) - Texas South Energy, Inc. (OTCPK:
TXSO) today announced that on January
4, 2017, it entered into an asset purchase agreement with privately held Sydson Energy, Inc. and Sydson Resources, L.P.
(collectively, "Sydson"), both of Houston, Texas, to acquire certain onshore oil and gas assets and interests, certain
tangible assets, and personnel. Texas South owns interests in seven offshore prospects in the Gulf of Mexico ("GOM")
in conjunction with GulfSlope Energy, Inc. (OTCPK: GSPE) in water depths between 300' and 1,000'. GulfSlope has conducted
extensive seismic reprocessing and interpretative work on the prospects focusing on the high potential subsalt play at depths of
15,000' to 25,000' prior to acquiring them in federal offshore lease sales. Texas South owns a 20% working interest
("WI") in five of the prospects and up to an approximate 70% WI in two of the prospects that have shallow oil potential
above 5,000'. Subsequent to the closing, Sydson owner Michael J. Mayell has been named President and Chief Executive Officer
of Texas South and has joined its board of directors. Texas South co-founder, James M. Askew, has resigned as its president, chief
executive officer and director and Texas South co-founder, John B. Connally, III has been named chairman of the board.
Mr. Mayell has over 45 years of experience in the oil
and gas business. He began his career in New Orleans with Shell Oil and over time was assigned to roles in both the drilling engineering
and production engineering groups with responsibility for fields both onshore South Louisiana and offshore in the GOM. In 1982,
Mr. Mayell founded Sydson Energy which also built a portfolio of assets in South Louisiana, South Texas, and offshore in the GOM.
Mr. Mayell later co-founded NYSE listed The Meridian Resource Corporation in 1985 and served as president and chief operating officer
of Meridian for over 20 years. Meridian also focused on drilling and producing activities in south Louisiana and the GOM during
that time and acquired all of Shell Oil Company's Louisiana production in 1998 in exchange for shares of Meridian's
stock.
Mr. Connally presently serves as chairman of the Texas
Lt. Governor's Energy Advisory Board. Mr. Connally has significant oil and gas experience, both as a practicing lawyer and
as an executive. Mr. Connally was a founding shareholder of Texas South and GulfSlope Energy, Inc., and a founding director of
Nuevo Energy, Inc, Endeavor International Corp, and Pure Energy Group (where he also served as chief executive officer) and Pure
Gas Partners. Mr. Connally was a law partner with Baker Botts, and received both his Bachelor of Arts and JD from the University
of Texas.
Through Sydson, Texas South has acquired rights to
drilled and tested prospects with expected near term production and multiple oil and gas exploration and development opportunities
located onshore Texas and Louisiana as well as future Sydson opportunities.
In the Bayou Bouillon Field, St. Martin and Iberville
Parishes, Louisiana, Texas South has acquired a 37.5% Working Interest ("WI") in the Sugarberry South Project comprising
420 acres with a net revenue interest of 70%. The property has two existing wells which have tested at over 400 BOPD combined from
two (2) productive zones above 2,100' with an additional shallower zone behind pipe containing approximately 30' of
oil pay and almost 60' of gas pay. Texas South expects to install production facilities and drill additional development
wells in this fault block together with up to three exploratory wells in adjacent fault blocks targeted in the same zones. Through
the Sydson transaction, Texas South also is now a party to letters of intent to acquire up to a 45% WI in an additional 1,000+
acres in the Bayou Bouillon area based on a proprietary 55 square mile 3-D seismic survey that demonstrates updip potential in
existing reservoirs at about 10,000'. The downdip wells in these same reservoirs have produced over 20 MMBO and 21 BCFG from
59 completions. Texas South's partner in the Bayou Bouillon project, and the owner of a 50% WI in the Bayou Bouillon acreage,
is Thyssen Petroleum, USA, a privately held independent oil and gas exploration and production company based in Houston and Monaco.
In Texas, Texas South has acquired a 50% WI in the
undrilled acreage above 4,500' in the West Tuleta Field, Bee County, Texas comprised of approximately 1,800 gross acres
and 900 net acres with a net revenue interest of approximately 75%. The primary drilling objectives are the Vicksburg and Hockley
sands which are structurally high on this acreage to historic downdip production from these sands totaling over 500,000 BO.
In the adjacent Ray Field, also in Bee County, Texas,
Texas South has acquired a 50% WI in the undrilled, acreage on the Walton, Campbell, and Ray leases comprising approximately 75
gross acres with a net revenue interest of approximately 75%. The primary drilling objectives on this acreage are also the Vicksburg
and Hockley sands updip to prior production, also above 3,700'.
Regarding the acquisition, Texas South co-founders
Messrs. Askew and Connally issued the following joint statement, "We believe our GOM portfolio of large-scale, potentially
high impact prospects with GulfSlope provides a very attractive platform from which to build a significant oil and gas exploration
company. For more than two years as the energy industry has faced historically challenging times, we have focused on enhancing
our platform through the acquisition of complementary assets, as well as developing an experienced and successful operational
management team. During that time we have also supplemented our core drill-ready subsalt GOM portfolio with large working interest
positions in two drill-ready GOM supra salt prospects, Canoe and Selectron Shallow, and have analyzed numerous other available
opportunities. In completing the Sydson acquisition, we have been able to accomplish our goal and to transform Texas South. Mr.
Mayell and his team bring a complementary mix of near term potential production, as well as exploration and development opportunities
which should further enhance our value potential in the strengthening energy sector. We are excited to work with Mr. Mayell and
his team to exploit the Sydson-acquired opportunities and to add these opportunities to our existing significant offshore prospects
which we plan to begin drilling in 2017".
Mr. Mayell commented, "We have been aware of
and highly impressed by the current portfolio of subsalt GOM prospects that Messrs. Askew and Connally and their financial partners
acquired for Texas South. After Texas South added significant working interest positions in the shallow offshore prospects -
Canoe and Selectron Shallow - in a creative and timely acquisition in mid-2016, we began discussions to consider combining
Sydson's inventory of onshore Texas/Louisiana projects and the extensive operational expertise of Sydson management with
the large scale, high potential Texas South portfolio and its entrepreneurial culture. We are delighted to close this transaction
and expect to immediately begin transforming Texas South into an onshore development company with near-term oil potential, production
and exploration expectations while allowing us to take advantage of the existing GOM prospects already developed by Texas South
and GSPE. It is our assessment that this combination provides Texas South with a balanced overall portfolio that Texas South can
exploit for the benefit of its shareholders. We look forward to a very active and exciting year ahead, with both onshore and offshore
operational activities".
Michael J. Mayell
mmayell@texasouth.com
Office: 713-820-6300

text: Texas South Energy, Inc.

text:
TEXAS
SOUTH ENERGY, INC.

text: Texas South Energy, Inc.

text: Sydson Energy, Inc.

text: Sydson Resources, L.P.

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South

text: Texas South


text:
EX-99.1
2
ex_119670.htm
EXHIBIT 99.1
ex_119670.htm
EXHIBIT 99.1
Link Media Outdoor Announces the Acquisition of Tammy Lynn Outdoor
, LLC
July 31, 2018
OMAHA, Neb.--(BUSINESS WIRE) - Link Media Outdoor ("Link"), a subsidiary of Boston Omaha Corporation (NASDAQ: BOMN), has completed the acquisition of Tammy Lynn Outdoor, LLC ("Tammy Lynn"), based in Bluefield, West Virginia. For over 25 years, Tammy Lynn has been owned and operated by Bud and Tammy Acken and grew to become West Virginia's 5
th
largest outdoor advertising company with over 250 billboard faces.
"We're very pleased to have worked with Bud and Tammy Acken on this transaction who have spent years building a wonderful plant with land costs averaging around 5% of revenue", said Jim McLaughlin, President and CEO of Link. "Link is excited to expand into new territories, like West Virginia, and we look forward to having the employees of Tammy Lynn join our team".
The majority of the purchase will be completed using cash but, as part of the consideration for the purchase, Mr. Acken will receive 85,170 shares of Boston Omaha Class A common stock. Boston Omaha has agreed to register these shares on a Form S-3 following the completion of the acquisition. As of July 31, 2018, Boston Omaha had 20,922,854 shares of Class A common stock and 1,055,560 of Class B common stock issued and outstanding.
For more information on Link Media or for any outdoor advertising needs, please visit
www.linkmediaoutdoor.com
.
About Link Media Outdoor
Link Media Outdoor is engaged in the outdoor advertising business with billboard structures located throughout Alabama, Florida, Georgia, Virginia, West Virginia, and Wisconsin.
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe", "anticipate", "intends", "estimate", "forecast", "project", "plan", "potential", "may", "should", "expect", "pending" and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
Contact
s
Link Media Outdoor
844-404-LINK
info@linkmediaoutdoor.com

text: Link Media Outdoor

text:
Tammy Lynn Outdoor
, LLC

text: Link Media Outdoor

text: Boston Omaha Corporation

text: Tammy Lynn Outdoor, LLC

text: Link Media Outdoor

text: Link Media Outdoor

text: Link Media Outdoor


text:
EX-99
2
exh99_1mergerdone.htm
EXHIBIT 99.1 NEWS RELEASE
Form 8-K Merger Complete
News Release
Associated closes State
Financial acquisition
GREEN BAY, Wis. - Oct. 3, 2005
- Associated Banc-Corp (NASDAQ: ASBC) has completed its acquisition of State
Financial Services Corporation (NASDAQ: SFSW), the companies announced today.
The conversion of State
Financial's operating systems to Associated's platform is scheduled for early
November 2005. At that time the banks' charters will be merged. The combined company
will have more than 320 branch offices and more than 350 ATM locations throughout
Wisconsin, Illinois and eastern Minnesota.
Associated will send all State
Financial shareholders a letter of transmittal within 10 days after the closing. State
Financial shareholders will return that form and will get their Associated shares within
approximately two weeks.
State Financial Bank currently has 29
full-service office locations in southeastern Wisconsin and northeastern Illinois.
Associated Banc-Corp offers a full
range of traditional banking services and a variety of other financial products and
services, with the No. 1 branch distribution position in most of its key markets.
Associated has been named a Mergent Dividend Achiever based on its 34-year history of
dividend increases, is a member of the Forbes Global 2000, and has been a leading Small
Business Administration lender for many years. More information about Associated Banc-Corp
is available at www.AssociatedBank.com.
- more -
Associated Fed
approval, add one
Certain matters discussed in this
press release are "forward-looking statements" intended to qualify for the safe
harbors from liability established by the Private Securities Litigation Reform Act of
1995. These forward-looking statements can generally be identified as such because the
context of the statement will include words such as "believes,"
"anticipates" or "expects", or words of similar import. Such
forward-looking statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those currently anticipated. Such risks and
uncertainties include, among others, State Financial's and Associated's ability
to complete the merger in a timely manner or at all, the risk that the business of State
Financial will not be integrated successfully into Associated, the risk that the cost
savings from the merger may not be fully realized or may take longer to realize than
expected, and other factors discussed in the filings of Associated and State Financial
with the Securities and Exchange Commission. Investors should consider these factors
carefully in evaluating the forward-looking statements and are cautioned not to place
undue reliance on such forward-looking statements.
- 30 -
CONTACTS:
Associated Banc-Corp
Investors:
Joe
Selner, Chief Financial Officer, 920-491-7120
Media:
Cindy
Moon-Mogush, Corporate Communications, 920-431-8034

text: Associated

text: Associated Banc-Corp

text:
State
Financial Services Corporation

text: Associated

text: Associated

text: Associated

text: Associated Banc-Corp

text: Associated

text: Associated Banc-Corp

text: Associated

text: Associated

text: Associated

text: Associated

text: Associated Banc-Corp

text:
Joe
Selner