text:
EX-99.2
14
yumadel_ex992.htm
PRESS RELEASE ANNOUNCING COMPLETION OF THE MERGER WITH DAVIS DATED OCTOBER 26, 2016
Blueprint
Exhibit 99.2
NEWS
RELEASE
YUMA ENERGY, INC. ANNOUNCES COMPLETION OF MERGER WITH DAVIS
PETROLEUM ACQUISITION CORP. AND ENTRY INTO NEW CREDIT
FACILITY
HOUSTON,
TEXAS - October 26, 2016 - Yuma Energy, Inc. (NYSE MKT:
YUMA) ("Yuma") and privately held Davis Petroleum
Acquisition Corp. ("Davis") jointly announced today
that the Davis / Yuma merger was consummated on October 26, 2016 in
an all-stock transaction, with Davis becoming a wholly-owned
subsidiary of Yuma. Both Yuma and Davis stockholders approved the
transaction at special meetings of their respective stockholders on
October 26
th
. The combined
company will be led by Sam L. Banks, Yuma's President and
Chief Executive Officer.
As part
of the transaction and as previously announced, Yuma reincorporated
from California into Delaware, converted each share of its existing
Series A Preferred Stock into 35 shares of common stock and
implemented a 1-for-20 reverse split of its common stock. Yuma and
Davis then completed their merger, under which Yuma issued
additional shares of common stock resulting in approximately 61.1%
of Yuma's now outstanding common stock being owned by the
former Davis stockholders. Also, in the merger, Yuma issued
approximately 1.75 million shares of a new Series D Preferred Stock
to former Davis preferred stockholders, which has a conversion
price of approximately $11.074 per share, with a liquidation
preference of approximately $19.4 million. The Series D Preferred
Stock will be paid dividends in the form of additional shares of
Series D Preferred Stock at a rate of 7% per annum. The merger is
being treated as a tax-deferred reorganization under Section 368(a)
of the Internal Revenue Code.
The
Company also announced its newly constituted board of directors
consisting of Richard K. Stoneburner (non-executive Chairman), Sam
L. Banks, James W. Christmas, Frank A. Lodzinski, and new directors
Stuart E. Davies, Neeraj Mital and J. Christopher
Teets.
Yuma's
President and Chief Executive Officer, Sam L. Banks, said,
"We are pleased to have completed the Davis merger and are
excited about the future of the combined companies. The combination
creates a company with significantly improved cash flows and
production with a multiyear inventory of growth opportunities. Our
experience in the oil and gas business, combined with our Board of
Directors' knowledge, positions us to achieve significant
growth in stockholder value".
Computershare,
the Company's transfer agent, will mail letters of
transmittal to all Yuma and Davis stockholders of record with
instructions on how to deliver their stock certificates in
connection with Yuma's reincorporation into Delaware and the
Davis merger in order to obtain new certificates. Yuma and Davis
stockholders should not surrender their stock certificates until
they have completed the letter of transmittal.
Northland
Capital Markets, Euro Pacific Capital and ROTH Capital Partners,
LLC acted as financial advisors to Yuma in the transaction. Jones
& Keller, P.C., Denver, Colorado, was legal counsel to Yuma in
the transaction. Porter Hedges LLP, Houston, Texas, was legal
counsel to Davis in the transaction.
Credit Agreement
In
connection with the Davis merger, on October 26, 2016, Yuma entered
into a Credit Agreement providing for a $75.0 million 3-year
revolving credit facility (the "Credit Agreement") with
SG Americas Securities, LLC ("SG Americas") as Lead
Arranger and Bookrunner, Société Générale S.A.
("Société Générale") as
Administrative Agent and the lenders party thereto. The Credit
Agreement replaces Yuma's existing credit agreement. The
initial borrowing base of the credit facility is $44.0 million, and
is subject to redetermination as of January 1, 2017 as well as
April 1
st
and October 1
st
of each year. All
of the obligations under the Credit Agreement, and the guarantee of
those obligations, are secured by substantially all of the assets
of Yuma and customary financial covenants have been
made.
About Yuma Energy, Inc.
Yuma
Energy, Inc. is an independent Houston-based exploration and
production company focused on acquiring, developing and exploring
for conventional and unconventional oil and natural gas resources,
primarily in the U.S. Gulf Coast and California. Yuma has employed
a 3-D seismic-based strategy to build a multi-year inventory of
development and exploration prospects. Yuma's operations are
currently focused on onshore properties located in central and
southern Louisiana, where it is targeting the Austin Chalk,
Tuscaloosa, Wilcox, Frio, Marg Tex and Hackberry formations. Its
recently acquired company-operated properties in the Davis
transaction are conventional fields located onshore in south
Louisiana and the upper Texas Gulf Coast, and the newly acquired
non-operated properties include Eagle Ford and Eaglebine properties
in east Texas. In addition, Yuma has a non-operated position in the
Bakken Shale in North Dakota and operated positions in Kern and
Santa Barbara Counties in California. Yuma's common stock is traded
on the NYSE MKT under the trading symbol "YUMA." For more
information about Yuma Energy, Inc., please visit Yuma's website
at
www.yumaenergyinc.com
.
Forward-Looking Statements
This
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Statements that are not
strictly historical statements constitute forward-looking
statements and may often, but not always, be identified by the use
of such words such as "expects", "believes", "intends,"
"anticipates", "plans", "estimates", "potential", "possible", or
"probable" or statements that certain actions, events or results
"may", "will", "should", or "could" be taken, occur or be achieved.
The forward-looking statements include statements about future
operations, estimates of reserve and production volumes, and the
anticipated timing for closing the proposed merger. Forward-looking
statements are based on current expectations and assumptions and
analyses made by Yuma in light of experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors appropriate under the
circumstances. However, whether actual results and developments
will conform with expectations is subject to a number of risks and
uncertainties, including but not limited to: problems may arise in
the integration of the operations of Yuma and Davis; the risks of
exploration and production segment of the oil and gas industry (for
example, operational risks in exploring for, developing and
producing crude oil and natural gas); risks and uncertainties
involving geology of oil and gas deposits; the uncertainty of
reserve estimates; revisions to reserve estimates as a result of
changes in commodity prices; the uncertainty of estimates and
projections relating to future production, costs and expenses;
potential delays or changes in plans with respect to exploration or
development projects or capital expenditures; health, safety and
environmental risks and risks related to weather; declines in oil
and gas prices; inability of management to execute its plans to
meet its goals, shortages of drilling equipment, oil field
personnel and services; unavailability of gathering systems,
pipelines and processing facilities; and the possibility that
government policies may change. Yuma's annual report on Form 10-K/A
for the year ended December 31, 2015, quarterly reports on Form
10-Q, recent current reports on Form 8-K, and other Securities and
Exchange Commission ("SEC") filings discuss some of the important
risk factors identified that may affect Yuma's business,
results of operations, and financial condition. Yuma undertakes no
obligation to revise or update publicly any forward-looking
statements, except as required by law.
For
more information, please contact:
James
J. Jacobs
Treasurer
and Chief Financial Officer
Yuma
Energy, Inc.
1177
West Loop South, Suite 1825
Houston,
Texas 77027
Telephone:
(713) 968-7000

text: DAVIS

text: YUMA ENERGY, INC.

text:
DAVIS
PETROLEUM ACQUISITION CORP.

text: Yuma Energy, Inc.

text:
Davis Petroleum
Acquisition Corp.

text: Davis

text: Davis

text: Davis

text: Davis

text: Davis

text: Davis

text: Davis

text: Davis

text: Davis

text: Davis

text: Davis

text: Euro Pacific Capital

text:
ROTH Capital Partners,
LLC

text:
Jones
& Keller, P.C.

text: Porter Hedges LLP

text: Davis

text: Davis

text: Yuma Energy, Inc.

text:
Yuma
Energy, Inc.

text: Davis

text: Yuma Energy, Inc.

text: Davis

text:
James
J. Jacobs

text:
Yuma
Energy, Inc.


dataset: buster

text:
EX-99.1
5
d708833dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
News Release
For
information contact:
Colleen Johnson
Vice President
Communications
CNL Financial Group
407-650-1223
CNL HEALTHCARE PROPERTIES II ACQUIRES
ON-CAMPUS
MEDICAL OFFICE BUILDING
- The Overland Park, Kansas, facility is the REIT's second acquisition -
(ORLANDO, Fla.) Jan. 2, 2018 - CNL Healthcare Properties II, a
non-traded
real estate investment trust (REIT)
focused on seniors housing and healthcare properties, has purchased an
on-campus
medical office building in Overland Park, Kansas, for approximately $14 million. This is the first medical office
investment for CNL Healthcare Properties II and the REIT's second acquisition.
"The Overland Park building is an ideal second acquisition for
CNL Healthcare Properties II and representative of the type and quality of properties we plan to build the company around", said Stephen H. Mauldin, president and CEO of CNL Healthcare Properties II. "This is a stabilized asset with strong
cash flows in a strategic location, and we are pleased to add it to our growing portfolio".
Overland Park Medical Office Building, Overland Park, Kansas
- page 1 of 3
-
Page 2/CNL Healthcare Properties II acquires on-campus medical office building
Purpose-built in 2007, the medical office building is a
two-story,
38,496-square-foot,
Class A facility in Overland Park, an affluent suburb of Kansas City. It is located on the campus of the
154-bed
HCA Midwest Menorah Medical Center.
The property is 100 percent leased and anchored by an ambulatory surgical center that is operated as a joint venture between HCA and a leading physicians group. Located at the corner of major thoroughfares, the building maintains close
proximity to other medical facilities, retail offerings and the Sprint Corporation's world headquarters.
CNL Healthcare Properties II was selected
to purchase the property over several other credible buyers, including public REITs, based on its ability to close and reputation in the industry as a reliable capital partner.
Over the last 15 years, CNL Financial Group has been especially active in the seniors housing and healthcare sectors. As of June 30,
2017, CNL-sponsored
companies have invested in seniors housing and healthcare real estate investments valued at more than $10 billion, collectively.
About CNL Healthcare Properties II
CNL Healthcare
Properties II intends to qualify as a real estate investment trust (REIT) for federal income tax purposes beginning with the year ending Dec. 31, 2017, or the first year in which it commences material operations. Based in Orlando, Florida, CNL
Healthcare Properties II intends to invest in the seniors housing, medical office, acute care and post-acute care sectors. For more information, visit
cnlhealthcarepropertiesii.com
.
About CNL Financial Group
CNL Financial Group (CNL) is a
private investment management firm providing real estate and alternative investments. Since inception in 1973, CNL and/or its affiliates have formed or acquired companies with more than $34 billion in assets. CNL is headquartered in Orlando,
Florida. For more information, visit
cnl.com
.
Cautionary Note Regarding Forward-Looking Statements
Statements above that are not statements of historical or current fact may constitute "forward-looking statements" within the meaning of the Federal
Private Securities Litigation Reform Act of 1995. CNL Healthcare Properties II (the "Company") intends that such forward-looking statements be subject to the safe harbor created by Section 21E of the Securities Exchange Act of 1934,
as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect management's current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions
regarding the future of the Company's business and its performance, the economy, and other future conditions and forecasts of future events, and circumstances. Forward-looking statements are typically identified by words such as
"believes", "expects", "anticipates", "intends", "estimates", "plans", "continues", "pro forma", "may", "will", "seeks", "should"
and "could", and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal
proceedings, amount and timing of anticipated future distributions, and/or other matters. The Company's forward-looking statements are not guarantees of future performance. While the Company's management believes its forward-looking
statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may
be incorrect or imprecise, and may not be realized. The Company's forward-looking statements are based on management's current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the
Company's ability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company's actual results could differ
materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. These risks include that CNL Healthcare Properties II has limited operating history and there is no assurance that it will
be able to achieve its investment objectives; that the board of directors may amend or revise investment and other policies without stockholder consent; that it may have difficulty funding distributions with funds provided by cash flows from
operating activities; and that market and business conditions may affect its success, including changes in general or local economic or market conditions and changing demographics. Given these uncertainties, the Company cautions you not to place
undue reliance on such statements.
- page 2 of 3
-
Page 3/CNL Healthcare Properties II acquires on-campus medical office building
All written and oral forward-looking statements attributable to the Company or persons acting on its behalf
are qualified in their entirety by this cautionary note. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to, and expressly disclaims any obligation to, publicly release the
results of any revisions to its forward-looking statements to reflect new information, changed assumptions, the occurrence of unanticipated subsequent events or circumstances, or changes to future operating results over time, except as otherwise
required by law.
###

label: person

text: Colleen Johnson

label: fund

text: CNL Financial Group

label: organization

text: CNL HEALTHCARE PROPERTIES II

text: CNL Healthcare Properties II

text: CNL Healthcare Properties II

text: CNL Healthcare Properties II

text: Stephen H. Mauldin

text: CNL Healthcare Properties II

text: CNL Healthcare Properties II

text: CNL Healthcare Properties II

text: CNL Financial Group

text: CNL Healthcare Properties II

text:
CNL Healthcare
Properties II

text:
CNL
Healthcare Properties II

text: CNL Financial Group

text: CNL Financial Group

text: CNL Healthcare Properties II

text: CNL Healthcare Properties II

text: CNL Healthcare Properties II

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
exhibit991.htm
Broadcaster, Inc Acquires LampLighter Studios, Inc
Exhibit 99.1
Broadcaster, Inc Acquires LampLighter Studios, Inc.
CHATSWORTH, Calif., Sept. 8, 2008 (GLOBE NEWSWIRE) -- Broadcaster, Inc. (OTCBB:BCAS) today announced that it has closed the acquisition of LampLighter Studios, Inc. located in San Francisco, California for approximately 1.6 million common shares of Broadcaster, Inc. LampLighter is an art service company that provides graphic art for online games, cell phone games, video games and commercial video projects. LampLighter customers include Sony Home, Sparkplay Media, Zynga and NC-Soft. LampLighter created the artwork for Aurora Feint, one of the top played games on the iPhone in July 2008. "We are excited about the people and resources that LampLighter Studios brings to Broadcaster", said Martin Wade, CEO of Broadcaster. "This is a milestone for the company as we begin Broadcaster's shift to being a content provider for mobile and online markets. We believe that LampLighter brings content, skills and management to help us accelerate our growth with our new company strategy", said Wade.
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 that reflect Broadcaster, Inc.'s current expectations about its future results, performance, prospects and opportunities, including statements regarding our belief that LampLighter brings content, skills and management to help accelerate our growth with our new company strategy. Where possible, Broadcaster, Inc. has tried to identify these forward-looking statements by using words such as "anticipates", "believes", "intends", or similar expressions. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements including the risk that our shift to the mobile and online markets and our new strategy may not be successful or accelerate our growth and risks set forth in Broadcaster, Inc.'s Form 10-KSB for the fiscal year ended June 30, 2007 and other filings with the United States Securities and Exchange Commission. All forward-looking statements made in this press release are made as of the date hereof, and Broadcaster, Inc. assumes no obligation to update the forward-looking statements included in this news release whether as a result of new information, future events, or otherwise, other than as required by law.
CONTACT: Broadcaster Inc.
Martin Wade, III
818-206-9274

text: Broadcaster, Inc

text: LampLighter Studios, Inc

text: Broadcaster, Inc

text: LampLighter Studios, Inc.

text: Broadcaster, Inc.

text: LampLighter Studios, Inc.

text: Broadcaster, Inc.

text: Martin Wade

text: Broadcaster, Inc.

text: Broadcaster, Inc.

text: Broadcaster, Inc.

text: Broadcaster, Inc.

text: Martin Wade


text:
EX-99.1
5
d365704dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Isle of Capri Casinos, Inc.
Announces Early Tender Results and Initial Settlement
of Cash Tender Offer
ST. LOUIS, May 1,
2017
- Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (the "Company") today announced the early tender results and initial settlement of the previously announced cash tender offer (the "Tender Offer") for any and all of its
outstanding 5.875% Senior Notes due 2021 (CUSIP No. 464592 AQ7) (the "Notes"). The terms and conditions of the Tender Offer are described in the Company's Offer to Purchase dated April 17, 2017 (the "Offer to
Purchase").
As of 5:00 p.m., New York City time, on April 28, 2017 (the "Early Tender Date"), $252,910,000 aggregate principal amount
of Notes (representing approximately 56.20% of outstanding Notes) had been validly tendered (the "Early Tender Notes"). On May 1, 2017, the Company accepted for purchase and purchased all Early Tender Notes.
Holders of the Early Tender Notes received the total consideration of $1,031.88 per $1,000 principal amount of Notes tendered, which includes an early tender
payment of $2.50 per $1,000 principal amount of Notes tendered (the "Early Tender Payment"). In addition, holders of the Early Tender Notes received accrued and unpaid interest up to, but not including, the date of payment for the Notes.
Holders validly tendering Notes after the Early Tender Date but prior to 11:59 p.m. New York City time, on May 12, 2017, unless extended or
earlier terminated by the Company (the "Expiration Date") will not be eligible to receive the Early Tender Payment, but will be eligible to receive the tender offer consideration of $1,029.38 per $1,000 principal amount of Notes tendered,
plus accrued and unpaid interest up to, but not including, the date of payment for such Notes. Other than as required by applicable law, tendered Notes may not be withdrawn after the Early Tender Date. The Company's obligation to purchase the
Early Tender Notes was, and acceptance of Notes tendered after the Early Tender Date but at or before the Expiration Date is, subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase. The final settlement
will be promptly after the Expiration Date, and is expected to be on May 15, 2017.
The Company has engaged J.P. Morgan Securities LLC to act as the
dealer manager in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC at (212)
834-4811
(collect) or (866)
834-4666
(US toll-free). Requests for documentation may be directed to D.F. King & Co., Inc., at (866)
530-8636
(US toll-free) or (212)
269-5550
(for bankers and brokers) or via email to isle@dfking.com.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an
offer to purchase any securities. The Tender Offer is being made solely pursuant to the Offer to Purchase, which sets forth the complete terms of the Tender Offer.
ABOUT ISLE OF CAPRI CASINOS
Isle of Capri Casinos, Inc.
is a leading regional gaming and entertainment company dedicated to providing guests with an exceptional experience at each of the 13 casino properties that it owns or operates, primarily under the Isle and Lady Luck brands. On May 1, 2017,
Eldorado Resorts, Inc. (NASDAQ: ERI) ("ERI") and the Company announced that the previously announced merger of the Company and ERI has been consummated, resulting in ERI's acquisition of all of the outstanding shares of the Company.
More information is available at the Company's website, www.islecorp.com.
FORWARD-LOOKING STATEMENTS
This press release may be deemed to contain forward-looking statements, which are subject to change. These forward-looking statements may be significantly
impacted, either positively or negatively by various factors, including without limitation, licensing, and other regulatory approvals, financing sources, development and construction activities, costs and delays, weather, permits, competition and
business conditions in the gaming industry. The forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements herein.
Additional information concerning potential factors that could affect the Company's financial condition, results of operations and expansion projects, is
included in the filings of the Company with the Securities and Exchange Commission, including, but not limited to, its Form
10-K
for the most recently ended fiscal year.

text: Isle of Capri Casinos, Inc.

text: Isle of Capri Casinos, Inc.

text: Early Tender Notes

text: Early Tender Notes

text: Early Tender Notes

text: Early Tender Notes

text: Early Tender Notes

text: J.P. Morgan Securities LLC

text: J.P. Morgan Securities LLC

text: Isle of Capri Casinos, Inc.

text: Eldorado Resorts, Inc.


text:
EX-99
2
ex99-1_1162249.htm
EXHIBIT 99-1 - PRESS RELEASE
Exhibit 99.1
FOR IMMEDIATE RELEASE
ACCESS INTEGRATED TECHNOLOGIES COMPLETES ACQUISITION OF THE BIGGER PICTURE
MORRISTOWN, N.J., January 30, 2007 - Access Integrated Technologies, Inc. ("AccessIT") (NASDAQ:AIXD)
today
announced that it has completed its previously announced planned acquisition of The Bigger Picture, a subsidiary of privately held Sabella Dern Entertainment.
AccessIT previously had an exclusive agreement with The Bigger Picture to make its entertainment programming available to all exhibitors across the country equipped with 2K digital projectors, including more than 1,600 deployed to date by the Company's Christie/AIX business unit. The programs include Kidtoon Films providing G-rated movies for kids on the weekends, anime films for teen and college audiences and inspirational films from Fox Faith, a unit of Twentieth Century Fox Studios. Together the companies will expand the breadth of content The Bigger Picture is providing to include, at a minimum, other programs of genre films as well as an array of compelling non-traditional entertainment programs.
"We're excited that we were able to move quickly to close this acquisition and to begin further integrating the company's management team and extraordinary offerings into our plans for the future. Digital cinema is not as much about the technology as it is about what the technology provides, and that is choice for the exhibitor and its audiences. With the addition of The Bigger Picture as a division, we're proud to be at the forefront of offering that choice", said Bud Mayo, Chief Executive Officer of AccessIT.
Access Integrated Technologies, Inc. (AccessIT)
is the industry leader in providing fully integrated software and services to enable the motion picture entertainment industry and all of its constituents to transition from film to digital cinema. Its studio-backed 4,000 screen ongoing deployment of digital systems is the first and the largest of its kind in the world. The company's Theatrical Distribution System software and electronic satellite delivery services provide studios and content owners with a seamless entry into the digital era while its vendor neutral Theatre Command Center and Exhibitor Management System provide exhibitors with all the tools needed to transition to digital cinema. Access Integrated Technologies® and AccessIT™ are trademarks of Access Integrated Technologies, Inc. For more information on AccessIT, visit www.accessitx.com. AIXD-G
The Bigger Picture
is a leader in the digital distribution of movies targeted to specific audiences. The programs include Kidtoon Films, G-rated movies for kids on the weekends, anime films for teen and college audiences, and inspirational films from Fox Faith, a unit of Twentieth Century Fox Studios. The Bigger Picture has released 25+ films digitally with partners such as AccessIT and Screenvision. For more information, visit
www.thebiggerpicture.us
and
www.kidtoonfilms.com
.
Safe Harbor Statement
Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of AccessIT officials during presentations about AccessIT, along with AccessIT's filings with the Securities and Exchange Commission, including AccessIT's registration statements, quarterly reports on Form 10-QSB and annual report on Form 10-KSB, are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects", "anticipates", "intends", "plans", "could", "might", "believes", "seeks", "estimates" or
similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be
(973) 290-0080
55 Madison Avenue, Morristown, NJ 07960
provided by AccessIT's management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties and assumptions about AccessIT, its technology, economic and market factors and the industries in which AccessIT does business, among other things. These statements are not guarantees of future performance and AccessIT undertakes no specific obligation or intention to update these statements after the date of this release.
# # #
Contact:
Suzanne Tregenza Moore
Andrew Komendantov
AccessIT
The Dilenschneider Group
55 Madison Avenue
212.922.0900
Suite 300
Morristown, NJ 07960
973.290.0080
www.accessitx.com

text: ACCESS INTEGRATED TECHNOLOGIES

text: THE BIGGER PICTURE

text: Access Integrated Technologies, Inc.

text: The Bigger Picture

text: The Bigger Picture

text: The Bigger Picture

text: The Bigger Picture

text: Bud Mayo

text: Access Integrated Technologies, Inc.

text: Access Integrated Technologies

text: Access Integrated Technologies, Inc.

text: The Bigger Picture

text: The Bigger Picture


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
COINMACH ANNOUNCES COMPLETION OF MERGER TRANSACTION AND DELISTING OF CLASS A COMMON STOCK AND
INCOME DEPOSIT SECURITIES
PLAINVIEW, N.Y., November 20, 2007 -
Coinmach Service Corp. ("
Coinmach
") (AMEX: "DRY",
"DRA"), a leading supplier of outsourced laundry equipment services for multi-family housing
properties in North America, announced today that Coinmach has been acquired by an affiliate of
Babcock & Brown Limited. Under the terms of the merger agreement, each issued and outstanding
share of (a) Coinmach's class A common stock (including shares of Coinmach's class A common stock
underlying the units of Coinmach's income deposit securities), and (b) Coinmach's class B common
stock (other than shares owned by Spin Holdco Inc., Coinmach or their respective subsidiaries or
Coinmach's shares of common stock with respect to which appraisal rights have been properly
exercised) has been converted into the right to receive $13.55 in cash. As a result of the merger,
shares of Coinmach's class A common stock and units of Coinmach's income deposit securities will
cease trading on The American Stock Exchange at market close on Tuesday, November 20, 2007, and
will no longer be traded.
In connection with the merger, Coinmach will issue a notice of redemption to redeem all of its
outstanding 11% Senior Secured Notes due 2024 on December 21, 2007 (the "Redemption Date") at a
redemption price equal to the sum of the present values of (i) the product of 105.5% and the
outstanding principal amount of such Notes as of December 1, 2009 and (ii) all required interest
payments, excluding accrued but unpaid interest, due on such Notes through December 1, 2009,
discounted to the Redemption Date on a quarterly basis, assuming 360-day years consisting of twelve
30-day months, at a specified treasury rate plus 50 basis points, plus accrued and unpaid interest
to the Redemption Date (the "Redemption Price"). In accordance with the terms of the indenture
governing such notes, the Redemption Price will be determined on the third business day preceding
the Redemption Date.
Holders of Coinmach's income deposit securities will be entitled to receive (a) merger
consideration of $13.55 in cash for each share of class A common stock underlying such income
deposit securities and (b) a portion of the Redemption Price, payable on the Redemption Date, in
respect of each 11% Senior Secured Note due 2024 underlying such income deposit securities.
Spin Holdco Inc. has appointed Mellon Investor Services LLC as paying agent for payment of the
merger consideration. Stockholders who hold Coinmach's shares in "street name" by a bank, broker
or other nominee will not need to take any action to have their shares converted into cash, as this
should be done by their bank, broker or other nominee.
About Coinmach
Coinmach, through its operating subsidiaries, is a leading supplier of outsourced laundry equipment
services for multi-family housing properties in North America. Coinmach's core business involves
leasing laundry rooms from building owners and property management companies, installing and
servicing laundry equipment and collecting revenues generated from laundry machines.
For further information about Coinmach Service Corp. please see our website:
www.coinmachservicecorp.com
About Babcock & Brown
Babcock & Brown is a global investment and advisory firm with longstanding capabilities in
structured finance and the creation, syndication and management of asset and cash flow-based
investments. Babcock & Brown was founded in 1977 and is listed on the Australian Stock Exchange.
Babcock & Brown operates from 29 offices across Australia, North America, Europe, Asia, United Arab
Emirates and Africa and has in excess of 1000 employees worldwide. Babcock & Brown has five
operating divisions including real estate, infrastructure and project finance, operating leasing,
structured finance and corporate finance. The company has established a funds management platform
across the operating divisions that has resulted in the creation of a number of focused investment
vehicles in areas including real estate, renewable energy and infrastructure.
For further information about Babcock & Brown please see its website: www.babcockbrown.com
Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute
"forward-looking statements." Such forward-looking statements are based upon current beliefs and
expectations and are subject to significant risks and uncertainties. Such forward-looking
statements involve known and unknown risks, uncertainties and other unknown factors that could
cause the actual results of Coinmach to be materially different from the historical results or from
any future results expressed or implied by such forward-looking statements. In addition to
statements which explicitly describe such risks and uncertainties, readers are urged to consider
statements labeled with the terms "will", "believes", "belief", "expects", "intends,"
"anticipates", "plans" or similar terms to be uncertain and forward-looking. The forward-looking
statements contained herein are also subject generally to other risks and uncertainties that are
described from time to time in Coinmach's filings with the Securities and Exchange Commission.
Press Contact:
Coinmach Service Corp.
Robert M. Doyle
Investor Relations Contact:
Coinmach Service Corp.
Raymond Loser, 516-349-8555 Ext. 11251

text: COINMACH

text: Coinmach

text: Coinmach

text: Coinmach

text: Babcock & Brown Limited

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach

text: Coinmach


text:
EX-99.1
4
discovery_8kex99-1.txt
EXHIBIT 99.1
DISCOVERY INVESTMENTS CONCLUDES ACQUISITION OF EVERGREEN ASSET GROUP
Wednesday October 20, 3:18 pm ET
HONG KONG--Oct. 20, 2004--Discovery Investments Inc. (OTCBB:DCIV) today
announced the closing of the acquisition of Evergreen Asset Group Limited
("Evergreen"), a waste water treatment business located in the People's Republic
of China. In order to reflect the new operational profile of the company,
Discovery's name will be changed to "China Evergreen Environmental Corporation".
In announcing the closing, Mr. Pu Chongliang, incoming President of Discovery,
stated, "We are tremendously pleased that Evergreen has now become a public
company in the United States. As the leading proponent of waste water treatment
in China, we believe that harnessing the capital available from US markets will
be of great importance in China's efforts to ensure appropriate levels of
environmental control as China's industrial powerhouse continues to expand".
Mr Pu continued, "As one of the pioneers in applying biotechnological processes
to waste water treatment technologies in China, Evergreen has successfully
completed the design and construction of over 11 waste water treatment
facilities across China with an aggregate daily waste water treatment capacity
of 120,000 cubic meters. This includes two BOT waste water facilities with daily
waste water treatment capacity of an aggregate of 50,000 cubic meters. Our
customers include municipal governments in China, food processing and beverage
companies and industrial companies.
"In addition to our operating facilities, Evergreen has a significant backlog of
additional business and presently has under development three additional waste
water treatment facilities with daily treatment capacity of an aggregate of
140,000 cubic meters. We expect to complete two facilities by the end of 2004
and another in July 2005", Mr Pu concluded.
About Evergreen Asset Group Limited
Evergreen Asset Group Limited was established in May 2004 as an investment
holding company in the waste water treatment businesses in the People's Republic
of China ("PRC"). Evergreen, through its four majority-owned subsidiaries
(collectively the "Group"), provides waste water turn-key engineering, equipment
and biotechnological product distribution, including its development, management
and operation of five water treatment facilities through BOT arrangement (Build,
Operate and Transfer) with the PRC government.
The Group was established in 1999 by its Chairman, Mr. Pu Chongliang, to focus
on developing innovative bio-chemical treatment technologies and processes for
waste water treatment. The Group has successfully developed its own proprietary
MHA Biological Treatment Process Technology ("MHA") and GM Bio-Carriers. The
Group has successfully improved the efficiency and effectiveness of waste water
treatment process by applying MHA and GM Bio-Carriers. The result of these
applications reduces the initial investment and ongoing operational cost of
waste water treatment facilities.
About Discovery Investments, Inc.
Discovery Investments, Inc. is a publicly-traded non-operating corporation that
had insignificant assets as of the close and has not generated significant
revenues over the past few years. Discovery Investments, Inc. is considered a
development stage company as defined in Statement of Financial Accounting
Standards No. 7.
1
Forward Looking Statements
The statements contained in this press release that are not historical are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
statements, without limitation, regarding our expectations, beliefs, intentions
or strategies regarding the future. Evergreen and Discovery intend that such
forward-looking statements be subject to the safe-harbor provided by the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements relate
to, among other things: (1) success of the reverse acquisition; (2) Evergreen's
expected revenue and earnings growth; and (3) estimates regarding the size of
target markets. These statements are qualified by important factors that could
cause Evergreen's actual results to differ materially from those reflected by
the forward-looking statements. Such factors include but are not limited to: (1)
Evergreen's ability to obtain development financing as and when needed, (2)
Evergreen's ability to generate and sustain profitable operations; (3) the
market's acceptance of Evergreen's products and services; (4) significant
competition from other waste water treatment companies and technologies, and (5)
Evergreen's ability to protect its intellectual property. These statements, and
other forward looking statements, are not guarantees of future performance and
involve risks and uncertainties.
___________________
CONTACT:
Orient Financial Services
(Financial advisors to Evergreen)
Nils Ollquist or David Sih, 852 25215210
Fax: 852 21668999
dsih@orientfinancial.com
2

text: DISCOVERY INVESTMENTS

override: organization

text: EVERGREEN ASSET GROUP

text: Discovery Investments Inc.

text: Evergreen Asset Group Limited

text: Pu Chongliang

text: Evergreen Asset Group Limited

text: Evergreen Asset Group Limited

text: Pu Chongliang

text: Discovery Investments

text: Discovery Investments

text: Discovery Investments


text:
EX-99
2
exhibit992.htm
EXHIBIT 99.2
Media Contact: Richard Tofel
Investor Contact:
Dow Jones & Company
Mark Donohue
200 Liberty Street
Director, Investor Relations
New York, NY 10281
(609) 520-5660
Media Contact:
Howard Hoffman
Corporate Communications
(609) 520-4765
Dow Jones Completes Sale of Six Local Newspapers
NEW YORK (Dec. 5, 2006) - Dow Jones & Company announced that it has completed the previously announced sale of six community newspapers to Community Newspaper Holdings, Inc.
Dow Jones today received $281.5 million of the purchase price in cash, including an estimated working capital adjustment and will receive an additional $6.4 million of the purchase price upon transfer of real property, subject to satisfaction of environmental conditions, in later periods. The purchase price will be used to fund the previously announced Factiva acquisition and to pay down debt.
The six papers sold are: The News-Times of Danbury, Conn.; The Daily Star of Oneonta, N.Y.; the Press-Republican of Plattsburgh, N.Y.; the Santa Cruz Sentinel (Santa Cruz, Calif.); The Daily Item of Sunbury, Pa.; and the Traverse City Record-Eagle (Traverse City, Mich.).
Dow Jones' Local Media Group continues to publish eight daily and 15 weekly newspapers and their community Internet sites in seven U.S. states with combined daily print circulation of 282,000, Sunday print circulation of 316,000 and online average daily unique visitors of 119,000.
###
About Dow Jones & Company
Dow Jones & Company (NYSE: DJ; dowjones.com) publishes The Wall Street Journal and its international and online editions, Barron's and the Far Eastern Economic Review, Dow Jones Newswires, Dow Jones Indexes, MarketWatch and the Ottaway group of community newspapers. Dow Jones is co-owner with Reuters Group of Factiva and with Hearst of SmartMoney. Dow Jones also provides news content to CNBC and radio stations in the U.S.

text: Dow Jones & Company

text: Dow Jones

text: Dow Jones & Company

text: Community Newspaper Holdings, Inc.

text: Dow Jones

text: Dow Jones

text: Dow Jones & Company

text: Dow Jones & Company

text: Dow Jones

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text: Dow Jones

text: Dow Jones


text:
EX-99.1
5
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
Exhibit 99.1
News Release
TUTOR PERINI CORPORATION ACQUIRES LUNDA CONSTRUCTION COMPANY
SYLMAR, Calif., July 1, 2011 (BUSINESS WIRE) -
Tutor Perini Corporation (NYSE: TPC) a leading civil and building construction company, today announced that it has completed the acquisition of Lunda Construction Company ("Lunda").
Established in 1938, Lunda is in the top tier of heavy civil contractors engaged in the construction, rehabilitation and maintenance of bridges, railroads, and other civil structures in the Midwest and throughout United States. Headquartered in Black River Falls, Wisc., Lunda has three operating divisions located in six offices in Wisconsin and Minnesota and has worked in 30 states across the United States. Lunda has over 600 employees and a current backlog of approximately $400 million. Revenues were approximately $400 million in fiscal year ended December 31, 2010.
Under the terms of the transaction, Tutor Perini acquired 100% of Lunda's stock for $163.5 million, consisting of $141.8 million in cash at closing and $21.7 million in notes payable in five years, plus a structured earnout based on the achievement of certain profitability targets for the next three years.
Lunda will continue to operate under the current company name and will continue to be managed by its current senior management team, with Larry Lunda remaining as President and CEO.
Ronald N. Tutor, Chairman and CEO of Tutor Perini, said: "We are pleased to have completed the acquisition of Lunda and we look forward to collaborating with their talented people. This acquisition supports our strategy to expand our civil construction capability while broadening our geographical presence in the Midwest Region of the United States".
About Tutor Perini Corporation
Tutor Perini Corporation is a leading civil and building construction company offering diversified general contracting and design/build services to private clients and public agencies throughout the world. We have provided construction services since 1894 and have established a strong reputation within our markets by executing large complex projects on time and within budget while adhering to strict quality control measures.
We offer general contracting, pre-construction planning and comprehensive project management services, including the planning and scheduling of the manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including excavation, concrete forming and placement, steel erection, electrical and mechanical services, plumbing and HVAC. We are known for our major complex building project commitments as well as our capacity to perform large and complex transportation and heavy civil construction for government agencies and private clients throughout the world.
Forward-Looking Statement
The statements contained in this Release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including without limitation, statements regarding the Company's expectations, hopes, beliefs, intentions, strategies regarding the future and statements regarding future guidance and non-historical performance. These forward-looking statements are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. The Company's expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them. There can be no assurance that future developments affecting the Company will be those anticipated by the Company. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company's ability to successfully and timely complete construction projects; the Company's ability to win new contracts and convert backlog into revenue; the potential delay, suspension, termination, or reduction in scope of a construction project; the continuing validity of the underlying assumptions and estimates of total forecasted project revenues, costs and profits and project schedules; the outcomes of pending or future litigation, arbitration or other dispute resolution proceedings; the availability of borrowed funds on terms acceptable to the Company; the ability to retain certain members of management; the ability to obtain surety bonds to secure its performance under certain construction contracts; possible labor disputes or work stoppages within the construction industry; changes in federal and state appropriations for infrastructure projects; possible changes or developments in worldwide or domestic political, social, economic, business, industry, market and regulatory conditions or circumstances; and actions taken or not taken by third parties, including the Company's customers, suppliers, business partners, and competitors and legislative, regulatory, judicial and other governmental authorities and officials. The Company 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 may be required under applicable securities laws.
Tutor Perini Corporation website:
www.tutorperini.com
Lunda Construction Company website:
www.lundaconstruction.com
SOURCE: Tutor Perini Corporation
Kekst and Company
Douglas Kiker, 212-521-4800
or
Tutor Perini Corporation
Ken Burk, 818-362-8391
Executive Vice President & Chief Financial Officer

text: TUTOR PERINI CORPORATION

text: LUNDA CONSTRUCTION COMPANY

text: Tutor Perini Corporation

text: Lunda Construction Company

text: Tutor Perini

text: Tutor Perini

text: Tutor Perini Corporation

text: Tutor Perini Corporation

text: Tutor Perini Corporation

text: Lunda Construction Company

text: Tutor Perini Corporation

text: Tutor Perini Corporation


text:
EX-99.1
3
pressrelease_06012007.htm
CYTORI THERAPEUTICS, INC. PRESS RELEASE DATED JUNE 1, 2007
Cytori Therapeutics, Inc. press release dated June 1, 2007
Exhibit
99.1
Cytori
Divests HYDROSORB™ Surgical Implant Product Line to Kensey Nash for $3.2
million
June
1, 2007, San Diego, Calif.
- Cytori
Therapeutics (NASDAQ: CYTX; Frankfurt: XMPA) sold its HYDROSORB™ surgical
implant product line, a part of its MacroPore Biosurgery division, for $3.2
million to Kensey Nash Corporation. The line of spine and orthopedic implants
will now be manufactured by Kensey Nash and will continue to be distributed
by
Medtronic, Inc.
"We
are
very pleased to achieve this planned divestiture of the HYDROSORB™ product line,
which strategically increases Cytori's focus on the development and
commercialization of adipose-derived regenerative cell therapies", said
Christopher J. Calhoun, Chief Executive Officer for Cytori. "The divestiture
will have a favorable financial impact through reduction in operating expenses
and net operating loss. In addition, it represents our third non-core asset
sale
and brings non-dilutive cash to enable further investment into the tremendous
opportunity of regenerative medicine".
As
part
of the transaction, Kensey Nash received related manufacturing equipment and
proprietary know-how as well as ownership of regulatory filings. After a short
transition period, manufacturing of the HYDROSORB™ product line will be
commenced by Kensey Nash in their Exton, PA facility.
Cytori
Therapeutics
Cytori
Therapeutics is developing and seeks to commercialize stem and regenerative
cell
therapies for cardiovascular disease, reconstructive surgery and many other
serious, chronic, and life threatening conditions. To provide these therapies,
physicians remove a small amount of a patient's fat, also known as adipose
tissue, and run it through Cytori's Celution™ System. This System quickly
separates and concentrates stem and regenerative cells from adipose tissue
so
they may be quickly administered back to the patient about an hour later. This
system will dramatically improve the way in which personalized cell-based
therapies can be delivered to patients. www.cytoritx.com
Cautionary
Statement Regarding Forward-Looking Statements
This
press release includes forward-looking statements regarding events, trends
and
prospects of our business, which may affect our future operating results and
financial position. Such statements are subject to risks and uncertainties
that
could cause our actual results and financial position to differ materially.
Some
of these risks and uncertainties include our history of operating losses, the
need for further financing, regulatory uncertainties, dependence on performance
of third parties, and other risks and uncertainties described (under the heading
"Risk Factors") in Cytori Therapeutics' Form 10-K annual report for the year
ended December 31, 2006. We assume no responsibility to update or revise any
forward-looking statements to reflect events, trends or circumstances after
the
date they are made.
Contact:
Tom
Baker; 858-875-5258; tbaker@cytoritx.com

text: CYTORI THERAPEUTICS

text: Cytori Therapeutics

text: Cytori

text: Kensey Nash

text:
Cytori
Therapeutics

text: Kensey Nash Corporation

text: Kensey Nash

text: Cytori

text: Christopher J. Calhoun

text: Cytori

text: Kensey Nash

text: Kensey Nash

text:
Cytori
Therapeutics

text:
Cytori
Therapeutics

text: Cytori

text: Cytori Therapeutics


text:
EX-99.1
6
miller_ex99z1.htm
PRESS RELEASE
Press Release
EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
December 16, 2009
Tennessee firm acquires more than $300 million in Alaskan oil and gas assets
Miller Energy Resources buys reserves at $0.35 BOE, increases reserves by 32 times
HUNTSVILLE, TN - December 16, 2009 -
Miller Petroleum, Inc. dba Miller Energy Resources ("Miller"), (OTC BB: MILL:OB) announced today that it has acquired Alaskan oil and gas assets, valued at $325 million, from Pacific Energy Resources ("Pacific Energy") through a Chapter 11 U.S. Bankruptcy proceeding in Delaware.
Miller acquired total reserves of over 13.2 million barrels of oil and 15.5 BCF of natural gas, including total proved reserves of 5.6 million barrels of oil and 3.7 BCF of natural gas. The discounted net present value of the Alaska reserves that Miller acquired is over $325 million dollars, including $119 million dollars of proven reserves, $185 million of probable reserves and $23 million of possible reserves.
In addition, Miller has acquired onshore and offshore production and processing facilities, an offshore energy platform, over 600,000 net acres of land with thousands of acres of 3-D geologic seismic data, miscellaneous roads, pads and facilities all of which originally cost almost $300 million to build and install over the last 5 years. Miller will operate the facilities through its 100% owned subsidiary, Cook Inlet Energy LLC ("Cook")
Acquisition Details
Miller Energy Resources paid a total of $2.25 million dollars for the Alaskan oil and gas assets, and an additional $2.22 million dollars for contract cure payments, bonds and other local, federal and State of Alaska requirements to operate the facilities. Miller's acquisition multiples of the Purchase/Reserves is $0.35 per Proved MBOE and $0.06 per Proved MCFE. Including Proved, Probable and Possible Reserves makes the acquisition multiples of this purchase only $0.14 per BOE and $0.023 per MCFE.
The Alaska assets that Miller acquired from Pacific Energy were originally acquired from Forest Oil Corp. in 2007 for $464 million. In 2009, Pacific Energy declared bankruptcy and later abandoned its assets in Alaska in September 2009. In October 2009, Miller entered into an agreement
to acquire the majority of Pacific Energy's Alaskan assets. In November 2009, the U.S. Bankruptcy Court approved the sale and the acquisition closed on December 11, 2009. Also on December 10, 2009, Miller Petroleum, Inc. acquired 100% of the membership interests in Cook Inlet Energy, LLC, an Alaska limited liability company from its members. As consideration, Miller issued the sellers, who were unrelated third parties, stock warrants to purchase three million five hundred thousand (3,500,000) shares of Miller common stock, plus $250,000 and certain expense related to the acquisition.
"Our initial Alaskan production is estimated to be 280 barrels of oil a day. Our three month target is over 800 barrels a day with a goal of pushing production over 1,100 barrels daily by the fourth quarter of 2010 which would generate more than $30 million dollars annually in gross revenue for Miller".
About Miller
Miller Energy Resources is an oil and natural gas exploration, production and drilling company operating in multiple exploration and production projects in North America. Miller's focus is in Cook Inlet, Alaska and in the heart of Tennessee's prolific and hydrocarbon-rich Appalachian Basin
Miller is headquarters in Huntsville, Tennessee with offices in Knoxville and New York City. The company is traded over the bulletin board with the symbol MILL.OB, MILL:US
Statements Regarding Forward-Looking Information
This news release contains statements about oil and gas production and operating activities that may constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities legislation as they involve the implied assessment that the resources described can be profitably produced in the future, based on certain estimates and assumptions. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated by Miller Energy Resources and described in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, adverse general economic conditions, operating hazards, drilling risks, inherent uncertainties in interpreting engineering and geologic data, competition, reduced availability of drilling and other well services, fluctuations in oil and gas prices and prices for drilling and other well services, government regulation and foreign political risks, fluctuations in the US dollar and other currencies, the availability of sufficient capital to fund its anticipated growth, fluctuations in the prices of oil and gas, the competitive nature of its business environment, its dependence on a limited number of customers, its ability to comply with environmental regulations, changes in government regulations which could adversely impact its businesses well as other risks commonly associated with the exploration and development of oil and gas properties. Additional information on these and other factors, which could affect Miller's
operations or financial results, are included in Miller's reports on file with United States securities regulatory authorities. Miller Energy Resources' actual results could differ materially from those anticipated in these forward- looking statements as a result of a variety of factors, including those discussed in its periodic reports that are filed with the Securities and Exchange Commission and available on its Web site (www.sec.gov). All forward- looking statements attributable to Miller Energy Resources or to persons acting on its behalf are expressly qualified in their entirety by these factors. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We assume no obligation to update forward-looking statements should circumstances or management's estimates or opinions change unless otherwise required under securities law.
For more information, please contact the following:
CONTACT:
William "Bill" Goodwin
Investor Relations
Miller Energy Resources
3651 Baker Highway
P.O. Box 130
Huntsville, Tennessee 37756
Phone: 423-663-9457
Fax: 423-663-9461
Web Site:
http://www.millerenergyresources.com

text: Miller Energy Resources

text: Miller

text: Miller Energy Resources

text: Miller

text: Pacific Energy Resources

text: Pacific Energy

text: Miller

text: Miller

text: Miller

text: Miller

text: Miller Energy Resources

text: Miller

text: Miller

text: Pacific Energy

text: Pacific Energy

text: Miller

text: Pacific Energy

text: Miller

text: Miller

text: Miller

text: Miller

text: Miller

text: Miller Energy Resources

text: Miller

text: Miller

text: Miller Energy Resources

text: Miller

text: Miller

text: Miller Energy Resources

text: Miller Energy Resources

text: Miller Energy Resources


text:
EX-99.1
3
ex991form8k102405.txt
PRESS RELEASE DATED OCTOBER 28, 2005
FOR IMMEDIATE RELEASE
October 28, 2005
BEKEM METALS, INC. ANNOUNCES ACQUISITION OF
KAZAKH METALS, INC.
SALT LAKE CITY, UTAH (PR Newswire) Bekem Metals, Inc., (OTCBB: BKMM.OB)
announced today that it has acquired Kazakh Metals, Inc., a British Virgin
Islands, international business company, ("KMI") in exchange for 61,200,000
shares of Bekem Metals common stock. The primary asset of KMI is its wholly
owned subsidiary Kyzyl Kain Mamyt LLP, a Kazakhstan limited liability
partnership, ("KKM"). KKM holds exploration and production licenses from the
Government of Kazakhstan to a 1,637 square kilometer territory (404,682 acres),
known as the Kempirsai deposit in northwestern Kazakhstan. The licenses grant
KKM the right to explore for and produce nickel and cobalt from the Kempirsai
deposit. KKM also holds a license to explore for and produce Mamyt brown coal
from a deposit located nearby the Kempirsai deposit.
Mr. Marat Cherdabayev, President of Bekem Metals, Inc. said, "Our
principal business focus is to build Bekem Metals into a leading nickel and
cobalt producer. With this acquisition, we now own rights to ore deposits in
northwestern and northeastern Kazakhstan. We believe this will enhance our
access ability to develop extensive client bases in China, India, southeastern
Asia and Europe, as well as within Kazakhstan".
The Acquisition Agreement between Bekem Metals, Kazakh Metals and the
shareholders of Kazakh Metals was executed on October 24, 2005. With the
execution of the agreement, the Kazakh Metals shareholders now own approximately
61% of the outstanding common stock of the Company. This transaction did not,
however, result in a change in control of the Company because Bekem Metals and
Kazakh Metals shared certain common stockholders. The transaction likewise will
not result in a change in the executive officers or board of directors of Bekem
Metals.
Bekem Metals is engaged in the exploration and production of nickel,
cobalt and other minerals in Kazakhstan. The Company maintains administrative
offices in Salt Lake City, Utah and Almaty, Kazakhstan.
For more information please contact Marat Cherdabayev at (801)
746-3700.
The information contained in this release includes forward-looking statements
that are subject to risks and uncertainties that could cause actual results to
differ materially. Certain statements contained herein constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the actual
results, performance or achievements of the Company to be materially different
from those expressed or implied. Forward-looking statements involve risks and
uncertainties, including but not limited to, such risks as the sufficiency of
funds and other risks described in the Company's periodic reports on file with
the Securities and Exchange Commission.

text: BEKEM METALS, INC.

text: KAZAKH METALS, INC.

text: Bekem Metals, Inc.

text: Kazakh Metals, Inc.

text: Marat Cherdabayev

text: Bekem Metals, Inc.

text: Marat Cherdabayev


text:
EX-99.1
7
ex99-1.htm
PRESS RELEASE
Digirad Corporation 8-K
Exhibit 99.1
Digirad Corporation Acquires ATRM Holdings,
Inc.
Transforms into a Diversified Holding
Company
Completes Private Placement of Preferred
Stock for $3.0 Million
Suwanee, GA, September 10, 2019 -
Digirad Corporation (NASDAQ: DRAD) ("Digirad" or the "Company") announced today that it completed the acquisition
of ATRM Holdings, Inc. ("ATRM"), which transforms the Company into a diversified holding company ("HoldCo").
In addition, as a result of the Merger, Digirad issued an aggregate of approximately 1.6 million shares of its newly authorized
10.0% Series A Cumulative Perpetual Preferred Stock, with a stated value and liquidation preference of $10 per share (the "Digirad
Preferred Stock"), in exchange for all of the outstanding shares of ATRM's common and preferred stock. ATRM will deregister
and delist its common stock and ATRM will continue as a direct, wholly-owned subsidiary of the Company. The Company anticipates
that the Digirad Preferred Stock issued pursuant to the Merger will begin trading on the The Nasdaq Global Market under the ticker
symbol "DRADP" on September 11, 2019.
In connection with the Merger, Digirad
also completed a private placement, issuing 300,000 shares of Digirad Preferred Stock to Lone Star Value Investors, LP for a price
of $10 per share for total proceeds to the Company of $3.0 million. The Company intends to use the proceeds from this offering
for the repayment of debt owed by a wholly-owned subsidiary of ATRM.
The securities sold in the private placement have not been
registered under the Securities Act of 1933 (the "Act") and may not be resold absent registration under, or exemption
from registration under, the Act.
The Merger is part of the transformation of
Digirad into HoldCo. Following the Merger, the HoldCo structure's team includes Jeffrey Eberwein (Chairman), Matthew Molchan
(CEO of Digirad Health, Inc.), Daniel Koch (CEO of ATRM), David Noble (Chief Operating Officer and Chief Financial Officer), and
Hannah Bible (VP - Legal). Digirad believes that converting into a diversified holding company with a shared services center
will create significant value for Digirad stockholders over time because the conversion is expected to improve future revenue,
cash flow, and earnings growth, and create a platform for future bolt-on acquisitions and other growth opportunities.
About Digirad
Digirad designs, manufactures, and distributes
diagnostic medical imaging products. Digirad operates in 3 segments: Diagnostic Services, Mobile Healthcare, and Diagnostic Imaging.
The Diagnostic Services segment offers imaging and monitoring services to healthcare providers as an alternative to purchasing
the equipment or outsourcing the job. The Mobile Healthcare segment provides contract diagnostic imaging, including computerized
tomography ("CT"), magnetic resonance imaging ("MRI"), positron emission tomography ("PET"),
PET/CT, and nuclear medicine and healthcare expertise through a convenient mobile service. The Diagnostic Imaging segment develops,
sells, and maintains solid-state gamma cameras.
1
About ATRM Holdings
ATRM manufactures modular housing units for
commercial and residential applications. ATRM operates in two segments: (i) modular building manufacturing and (ii) structural
wall panel and wood foundation manufacturing, including building supply retail operations. The modular building manufacturing segment
is operated by KBS Builders, and the structural wall panel and wood foundation manufacturing segment is operated by EdgeBuilder.
Both KBS Builders and EdgeBuilder are wholly-owned subsidiaries of ATRM.
Forward-Looking Statements
The Securities and Exchange Commission (the
"SEC") encourages companies to disclose forward-looking information so that investors can better understand a company's
future prospects and make informed investment decisions. Certain statements in this report are forward-looking statements
and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, as amended. These
forward-looking statements reflect, among other things, the Company's current expectations, plans, strategies, and anticipated
financial results. There are a number of risks, uncertainties, and conditions that may cause the Company's actual
results to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties
include the Company's ability to successfully integrate ATRM's operations and realize the synergies from the Merger,
as well as a number of factors related to the Company's business and that of ATRM, including economic and financial market
conditions generally and economic conditions in the Company's and ATRM's markets; various risks to preferred stockholders
of not receiving dividends and risks to the Company's ability to pursue growth opportunities if the Company continues to
pay dividends according to the terms of the Company Preferred Stock; various risks to the price and volatility of the Company's
Preferred Stock; the substantial amount of debt and the Company's ability to repay or refinance it or incur additional debt
in the future; the Company's need for a significant amount of cash to service and repay the debt and to pay dividends on
the Company Preferred Stock; restrictions contained in the debt agreements that limit the discretion of management in operating
the business; regulatory changes, including changes to reimbursement policies, development and introduction of new technologies
and intense competition in the healthcare industry; risks associated with the Company's possible pursuit of acquisitions;
system failures; losses significant contracts; disruptions in the relationship with third party vendors; losses of key management
personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive
governmental legislation and regulations governing healthcare providers and the provision of healthcare services; high costs of
regulatory compliance; the competitive impact of legislation and regulatory changes in the healthcare industry; and liability and
compliance costs regarding environmental regulations. A detailed discussion of these and other risks and uncertainties
that could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail
in the Company's filings with the SEC, including their reports on Form 10-K and Form 10-Q. Many of these circumstances
are beyond the Company's ability to control or predict. Moreover, forward-looking statements necessarily involve
assumptions on the Company's part. These forward-looking statements generally are identified by the words "believe",
"expect", "anticipate", "estimate", "project", "intend", "plan",
"should", "may", "will", "would", "will be", "will continue"
or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of the Company and its subsidiaries to be different from those expressed
or implied in the forward-looking statements. All forward-looking statements attributable to us or persons acting on
the Company's behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this report.
Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal
securities laws or the rules and regulations of the SEC, the Company disclaims any intention or obligation to update or revise
publicly any forward-looking statements. You should not place undue reliance on forward-looking statements.
2
For more information contact:
Digirad Corporation
Investor Relations
Chairman of the Board
The Equity Group
Jeffrey E. Eberwein
Lena Cati
203-489-9501
212-836-9611
ir@digirad.com
lcati@equityny.com
3

text: Digirad Corporation

text: Digirad Corporation

text:
ATRM Holdings,
Inc.

text: Digirad Corporation

text: ATRM Holdings, Inc.

text: HoldCo

text: Lone Star Value Investors, LP

text: HoldCo

text: HoldCo

text: Digirad Corporation


text:
EX-99.1
2
v034072_ex99-1.txt
Press Release Source: Shumate Industries
Shumate Industries Reports Year 2005 Preliminary Fiscal Results
Revenues Up 45% on Pricing Strength and Increased Volumes
CONROE, Texas--(BUSINESS WIRE)--January 26, 2006 -- Shumate Industries, Inc.
(OTCBB:SHMT - News), a Texas based, energy field services company, announced
today its preliminary 2005 fiscal year-end unaudited results with revenues of
approximately $4.96 million, an increase of about 45% from the prior fiscal year
resulting from increased pricing and higher volumes of products manufactured
Preliminary results of the company's operations include an EBITDA loss of
approximately $2.72 million resulting from losses from the additional overheard,
pre-October 2005 restructuring, and higher expenses and expenses associated with
developing the new Hemiwedge technology. The preliminary results of the
Company's fiscal net income of about $1.98 million for the year 2005, included a
net restructuring gain of approximately $6.1 million resulting from the
company's restructuring in October 2005. Based on year-end weighted average
shares outstanding of 5,956,531, the earnings on a fully diluted per share basis
are anticipated at 33 cents per share. The total outstanding shares were
12,116,156 at year-end 2005.
Commenting on the company's financial performance, Matt Flemming, Chief
Financial Officer stated, "Shumate Industries closes out 2005 with great
momentum. Looking forward, we anticipate continued growth from an active energy
industry and the addition of another revenue stream from anticipated sales of
the new Hemiwedge Valve product line expected to be launched in 2006. The
Company anticipates operating performance to improve significantly now that the
October 2005 restructuring is behind us and its revenue growth to continue".
For the full audited financial results and management's discussion and analysis
of its 2005 financial operations, please see the company's Annual Report filed
on Form 10-KSB, anticipated to be available by March 30, 2006.
About Shumate Industries, Inc.
Shumate Industries, Inc. is a Texas based, energy field services company that
incorporates new technologies to bring products to market leveraging its
existing infrastructure, expertise and customer channels. The Company operates
through two wholly owned subsidiaries: Shumate Machine Works, a contract
machining and manufacturing division, and Hemiwedge Valve Corporation, a new
division formed to launch a proprietary new technology in a valve product line
targeting energy flow control applications.
The diverse line of products that Shumate Machine Works manufactures for its
customers includes expandable tubular launchers and liner hangers for oil & gas
field service applications, blow-out preventors, top drive assemblies,
directional drilling products, natural gas measurement equipment, control &
check valves and sub-sea control equipment used in energy field service.
The Company's proprietary Hemiwedge(R) Valve product line includes quarter-turn
metal seated valves with bore sizes ranging from two inches in diameter through
eight inches with custom sizes up to twenty-four inches with ANSI and API
certifications and multiple pressure classes. The new design substantially
reduces run torque reducing valve actuation costs. The Company believes that its
top-entry, cartridge replacement design, where all the internal parts of the
valve are self-contained and pre-certified, will substantially reduce field
maintenance costs and costly downtime during valve maintenance.
Today, the Company's customers include Baker Hughes, BJ Services Company, Canrig
Drilling Technology, a Nabors Industries company, FMC Technologies, Halliburton
Energy Services, National Oil Well (NOW), Oceaneering Intervention Engineering,
R&M Energy Systems, Shell Development, Smith International, Texas Oil Tools, a
NOW company, Tesco Services and Weatherford International.
Shumate Industries employs approximately 45 people at two plants in Conroe,
Texas, north of Houston which total 85,000 square feet. The Company's executive
offices are located at 12060 FM 3083, Conroe, Texas 77301. The Company's
telephone number is 936-539-9533 and its Internet address is www.shumateinc.com.
Forward-Looking Statements
This document contains discussion of items that may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Although the Company believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can give no
assurances that its expectations will be achieved. Factors that could cause
actual results to differ from expectations include, but are not limited to,
customer concentration risk,, debt service requirements, difficulties in
consolidating the operations of the Company's operating subsidiaries,
difficulties in accelerating internal sales growth, volatility of the energy
business and its effects on the Company's business, difficulties in new
technology acceptance within the energy industry, restrictive covenants in our
existing credit facilities, fluctuations in metals prices, general economic
conditions in markets in which we do business, extensive environmental and
workplace regulation by federal and state agencies and other general risks
related to its common stock, and other uncertainties and business issues that
are detailed in its filings with the Securities and Exchange Commission.
Contact:
Shumate Industries, Inc., Conroe
Matthew Flemming, 936-539-9533
or
Friedland Investment Events LLC
Jesse Blum, 866-356-0651
www.friedlandinvestmentevents.com
---------------------------------
___________
Source: Shumate Industries, Inc.

text: Shumate Industries, Inc.

text: Matt Flemming

text: Shumate Industries, Inc.

text: Shumate Industries, Inc.

text: Shumate Machine Works

text: Hemiwedge Valve Corporation

text: Shumate Machine Works

text: Shumate Industries, Inc.

text: Shumate Industries, Inc.


text:
EX-99.3
12
doc12.txt
IRREVOCABLE POWER OF ATTORNEY AND PROXY
---------------------------------------
Reference is made to that certain Share Exchange Agreement (the "Share
Exchange Agreement") of even date herewith by and among Telzuit Technologies,
LLC ("Telzuit LLC"), Telzuit Technologies, Inc. ("Telzuit Inc"), Michael J.
Vosch, James P. Tolan, and Don Sproat, Taylor Madison Corp. ("Taylor Madison"),
and each of the persons listed on Exhibit "A" attached thereto, pursuant to
which Telzuit LLC is transferring to Taylor Madison all of the issued and
outstanding capital stock of Telzuit Inc, in exchange for 2,207,723 shares of
Series B Convertible Preferred Stock of Taylor Madison (the "Share Exchange").
After completion of the Share Exchange, Taylor Madison intends on effecting a 1
for 31 reverse stock split (the "Reverse Stock Split"). In order to allow
Telzuit LLC to exercise voting control of Taylor Madison pending completion of
the Reverse Stock Split, and as an inducement to Telzuit LLC to complete the
Share Exchange prior to completion of the Reverse Stock Split, the undersigned
hereby irrevocably, makes, constitutes and appoints, with regard to 3,478,000
shares of common stock of Taylor Madison held in the name of the undersigned
(the "Stock"), Telzuit LLC (the "Agent"), as its true and lawful
attorney-in-fact and proxy, with full power of substitution, to represent the
undersigned or any assignee thereof at all regular and special meetings of
Taylor Madison, or any adjournment(s) thereof, and to vote the Stock for any and
all purposes. This power of attorney and proxy shall expire upon the earlier
of: (a) the date that the Reverse Stock Split is declared effective, or (b) May
6, 2006.
All acts performed by the undersigned's attorney-in-fact pursuant to the
authority herein granted shall have the same effect on and shall inure to the
benefit of and bind the undersigned, its heirs, devisees, personal
representatives and assigns as though each such act was performed by the
undersigned; and no person dealing with the undersigned's named attorney-in-fact
and proxy shall be required to determine whether the powers herein granted have
been modified or terminated.
The undersigned confirms and acknowledges that this power of attorney and
proxy is irrevocable and is coupled with an interest and has been granted under
and is subject to the provisions of Section 607.0722 of Florida Statutes. The
undersigned further ratifies and confirms all that its named attorney, or its
substitute, shall lawfully do or cause to be done by virtue of this
authorization.
This Proxy was executed on May 6, 2005.
-------------------------------
Michael B. Wellikoff

text:
Telzuit Technologies,
LLC

text: Telzuit LLC

text: Telzuit Technologies, Inc.

text: Telzuit Inc

text: Taylor Madison Corp.

text: Taylor Madison

text: Telzuit LLC

text: Taylor Madison

text: Telzuit Inc

text: Taylor Madison

text: Taylor Madison

text: Telzuit LLC

text: Taylor Madison

text: Telzuit LLC

text: Taylor Madison

text: Telzuit LLC

text: Taylor Madison


text:
EX-99.1
5
gpre-20201228xex99_1.htm
EX-99.1
Exhibit 991 - Hereford Closing
Exhibit 99.1
FOR IMMEDIATE RELEASE
Green Plains Completes Sale of Hereford, Texas Plant
OMAHA, Neb., Dec. 28, 2020 (GLOBE NEWSWIRE)  Green Plains Inc. (NASDAQ:GPRE) today announced that its subsidiary, Green Plains Hereford LLC, has completed the previously announced sale of its ethanol plant located in Hereford, Texas, to Hereford Ethanol Partners, L.P. for $39 million, plus working capital. Additionally, an earnout provision of up to $75 million related to certain value enhancement opportunities, including future earnings from Low Carbon Fuel Standard credits was included as part of the transaction. In conjunction with this transaction, Green Plains Partners LP (NASDAQ:GPP) today also announced it has completed the sale of the storage assets and the assignment of certain rail transportation assets associated with Green Plains Hereford LLC for $10 million. The proceeds from the transaction were used to repay debt.
About Green Plains Inc.
Green Plains Inc. (NASDAQ:GPRE) is a diversified commodity-processing business with operations that include corn processing, grain handling and storage and commodity marketing and logistics services. The company is one of the leading corn processors in the world and, through its adjacent businesses, is focused on the production of sustainable biofuels and sustainable high protein and novel feed ingredients. Green Plains owns a 48.9% limited partner interest and a 2.0% general partner interest in Green Plains Partners LP. For more information about Green Plains, visit www.gpreinc.com.
About Green Plains Partners LP
Green Plains Partners LP (NASDAQ:GPP) is a fee-based Delaware limited partnership formed by Green Plains Inc. to provide fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage terminals, transportation assets and other related assets and businesses. For more information about Green Plains Partners, visit www.greenplainspartners.com.
Green Plains Inc. Contacts
Investors: Phil Boggs | Senior Vice President, Investor Relations | 402.884.8700 | phil.boggs@gpreinc.com
Media: Leighton Eusebio | Manager, Public Relations | 402.952.4971 | leighton.eusebio@gpreinc.com
###

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains


text:
EX-99.1
3
a05-6621_1ex99d1.htm
EX-99.1
EXHIBIT
99.1
PRESS
RELEASE
Monterey Gourmet Foods, Inc.
528 Moffett Street, Salinas CA 93905
831/753-6262
CONTACT:
Jim Williams, Chief Executive Officer, Ext 118
jimw@montereygourmetfoods.com
Scott Wheeler, Chief Financial Officer, Ext 141 scottw@montereygourmetfoods.com
FOR IMMEDIATE RELEASE
Monterey Gourmet Foods Acquires 80% Ownership in Sonoma Cheese Company
.
Gains
unique products in growing category
.
Continues
diversification and growth strategy in the refrigerated specialty gourmet foods
category
SALINAS, CA (April 11, 2005)
Monterey Gourmet Foods, Inc. (NASDAQ:PSTA) announced today that it has
acquired 80% ownership of Sonoma Foods, Inc., dba Sonoma Cheese Company
(Sonoma), a leading marketer of refrigerated specialty cheese products. Monterey Gourmet Foods (MGF) paid $3.5
million in cash and stock for 80% of the company. Sonoma's two other shareholders retain a
combined 20% interest, and the acquisition agreement provides options for them
to sell their remaining interest after seven years. Sonoma will continue to operate under its
current management with its board of directors augmented by representatives of
MGF.
With annual sales of over $8 million Sonoma markets a variety of
refrigerated branded specialty cheese items, including their flagship products,
Sonoma Jack Cheeses in a variety of flavors. Their products are sold in retail
supermarkets, club stores, and specialty food stores across the US with the
greatest penetration in the Western US markets.
Some of their most popular cheese flavors include Hot Pepper Jack
Cheese, Garlic Jack Cheese, Mediterranean Jack Cheese and Pesto Jack
Cheese. Founded in 1931, Sonoma will be
celebrating 75 years in the cheese business in 2006, and marking its 25
th
year of pioneering Hot Pepper Jack Cheese.
Additional information about Sonoma can be found on its website at
www.sonomajack.com.
Jim Williams, Monterey Gourmet's President and CEO, commented, "Sonoma
represents a valuable addition to Monterey Gourmet Foods. This acquisition supports our growth strategy
in the specialty premium refrigerated food category, and Sonoma's unique
flavored cheeses fit well with today's consumers' interest in unique food
choices."
Mr. Williams continued, "Sonoma Cheese is positioned in the fast
growing gourmet segment of the large cheese category. Like MGF, they compete in the refrigerated
sections of food stores so there are several synergies available between our
companies. We envision expanding the Sonoma
brand and increasing distribution".
Commenting on the Sonoma team, Williams stated, "We are very pleased to
be working with President David Viviani, a third generation cheese maker, and
CEO Marty Adams who bring a long history of successful food industry
experience. They are the right team to
head up our efforts in this new endeavor".
** Continued **
Sonoma's David Viviani commented, "Monterey Gourmet's high quality
products are a great fit with Sonoma Cheeses.
Through this new partnership, we see many opportunities to expand and
strengthen the Sonoma brands".
This press release contains forward-looking statements concerning the effect of Monterey Gourmet Foods'
corporate acquisitions and product innovations on projected sales for future
periods, including without limitation statements including such terms as "supports
our growth strategy", "fast growing", "are positioned in the fast growing
gourmet..... segment", "envision", and "synergies available." These
forward-looking statements are based on currently available competitive,
financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are
inherently uncertain, and investors must recognize that actual results may
differ from those expressed or implied in the forward-looking statements. Consequently, the Company wishes to caution
readers not to place undue reliance on any forward-looking statements. Among the factors that could cause Monterey
Gourmet Foods' actual results to differ from such forward-looking statements
are the following: (i) the process associated with the integrations
of Sonoma's operations, processes, and products, (ii) a significant
reduction of sales to two major customers currently comprising a majority of
total revenues, (iii) the retention of newly acquired customers including
achieving volume projections for these new customers, (iv) the Company's
ability to achieve improved production efficiencies in connection with the
introduction of its new packaging and new items, (v) the timely and
cost-effective introduction of new products in the coming months, (vi) the
utilization of the recently-completed plant expansion and the increased fixed
costs associated with increased plant capacity, (vii) retention of key
personnel and retention of key management, (viii) the risks inherent in
food production, (ix) intense competition in the market in which the
Monterey Gourmet competes and (x)
Monterey Gourmet's ability to source competitively priced raw materials
to achieve historical operating margins.
In addition, Monterey Gourmet's results may also be affected by general
factors, such as economic conditions, political developments, interest and
inflation rates, accounting standards, taxes, and laws and regulations in
markets where Monterey Gourmet competes.
Monterey Gourmet has provided additional information regarding risks
associated with the business in its Annual Report on Form 10-K for
fiscal 2004. Monterey Gourmet Foods
undertakes no obligation to update or revise publicly, any forward looking
statements whether as a result of new information, future events or otherwise.
Monterey Gourmet Foods manufactures USDA inspected, fresh gourmet
refrigerated food products at its integrated 143,000 square foot corporate
headquarters, distribution, and manufacturing facilities in Salinas, (Monterey
County) California, its organic food production facility in Eugene, Oregon and
its recently acquired facility in Seattle, Washington. Monterey Gourmet Foods has national
distribution of its products in over 9,700 retail and club stores throughout
the United States and selected regions of Canada, the Caribbean, Latin America,
and Asia Pacific.
** End **
2

text: Monterey Gourmet Foods, Inc.

text: Jim Williams

text: Scott Wheeler

text: Monterey Gourmet Foods

text: Sonoma Cheese Company

text: Monterey Gourmet Foods, Inc.

text: Monterey Gourmet Foods

text: Jim Williams

text: Monterey Gourmet Foods

text: Monterey Gourmet Foods

text:
Monterey
Gourmet Foods

text: Monterey Gourmet Foods

text: Monterey Gourmet Foods

text: Monterey Gourmet Foods


text:
EX-99.2
4
form8k_060106exh992.htm
EXHIBIT 99.2 TO FORM 8-K
Exhibit 99.2 to Form 8-K
June 1, 2006
TO: USPB UNITHOLDERS
FROM: STEVE HUNT, CEO
RE: ACQUISTION OF BRAWLEY BEEF, LLC
On June 1, U.S. Premium Beef, LLC (USPB) completed the acquisition of Brawley
Beef, LLC (Brawley) located near Brawley, CA. Acquiring Brawley offers both USPB
and our processing company, National Beef Packing Co., LLC (National Beef), an
excellent platform for expanding our operations in the West Coast region of the
United States.
Brawley is a new facility, having been constructed in 2001. It has a one-shift
capacity of approximately 480,000 head per year. A high percentage of the cattle
processed at Brawley are calf-fed Holsteins which are age verified. These cattle
are expected to qualify for export to Japan (under the export agreement that was
in place before the loss of that market) if and when it reopens.
When Brawley's founders formed their company they were producers, much like
USPB's founding unitholders, who were looking to improve the market for their
cattle and to capture added value from processing those cattle. They now have
become USPB unitholders, thus expanding our membership base and source of
cattle.
As with any processing plant, it is vital to USPB's success that we have an
ample supply of cattle to purchase and efficiently deliver to our facilities.
Including Brawley's founding members' feedyards, there is a one-time feedyard
capacity of 500,000 head within 100 miles of the Brawley plant.
The freight advantage to West Coast markets and ports serving exports to Pacific
Rim countries is a significant benefit to your company. Brawley's location puts
National Beef in close proximity to the 20 million consumers who reside within
250 miles of the plant. Furthermore, there is an abundant agricultural labor
supply in the region, which is critical to operating the facility today and for
planning for the possibility of expanding National Beef's and USPB's West Coast
operations in the future.
The acquisition of Brawley was structured so that it would result in a tax
efficient transfer of Brawley's assets. Through a series of transactions,
Brawley contributed its assets with a book value of approximately $104 million
and
liabilities of approximately $72 million in exchange for 44,160 new Class A and
44,160 new Class B USPB units. The value of these units was determined to be
$7.3 million based on recent trades at the time the agreement was negotiated.
USPB contributed the asset it received in these transactions to National Beef in
exchange for a greater ownership percentage in NBP. U.S. Premium Beef will now
own and operate processing facilities in Dodge City and Liberal, KS and Brawley,
CA. Our members will have the ability to deliver cattle to all three facilities.
Again, we are confident this acquisition will be positive for USPB unitholders
as well as USPB, National Beef and those involved in forming and marketing
cattle to the Brawley facility. If you have questions concerning this
acquisition, don't hesitate to call me. Thank you for your continued support.
Safe Harbor Forward Looking Statement: USPB and National Beef are including the
following cautionary statement in this news release to make applicable and to
take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 for any forward-looking statements made by, or on
their behalf. Forward-looking statements include statements regarding the
acquisition of the business of Brawley Beef, LLC and the expected benefits of
that acquisition and are based on the current expectations and assumptions of
USPB and National Beef, which are subject to a number of risks and uncertainties
that could cause the actual outcomes and results to differ materially from those
contemplated by these forward-looking statements. Some of these risks and
uncertainties may be discussed in the most recently filed Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q by USPB and National Beef. In light of
these risks and uncertainties, there can be no assurance that the results and
events contemplated by the forward-looking information contained in this release
will in fact transpire. We do not undertake any obligation to update or revise
any forward-looking statements. All subsequent written or oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these factors.

text: BRAWLEY BEEF, LLC

text: U.S. Premium Beef, LLC

text:
Brawley
Beef, LLC

text: Brawley

text: Brawley

text: Brawley

text: Brawley

text: Brawley

text: Brawley

text: Brawley

text: Brawley

text: Brawley

text: Brawley

text: Brawley

text: Brawley

text: U.S. Premium Beef

text: Brawley

text: Brawley

text: Brawley Beef, LLC


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
FOR IMMEDIATE RELEASE
Contacts:
Carol B. Yancey, Executive Vice President and CFO - (770) 612-2044
Sidney G. Jones, Vice President-Investor Relations - (770) 818-4628
GENUINE PARTS COMPANY
COMPLETES ACQUISITION OF REMAINING 70% OF EXEGO GROUP
AND ANNOUNCES 1st QUARTER 2013
EARNINGS RELEASE DATE AND CONFERENCE CALL
Atlanta, Georgia, April 2, 2013 - Genuine Parts Company (NYSE: GPC) announced today that it has
completed the purchase of the remaining 70% stake of Exego Group for approximately $650 million
(US$) in cash and the assumption of approximately $160 million (US$) in net debt, effective April
1, 2013. The purchase was financed using a combination of cash on hand and borrowings under
existing credit facilities. The Company had previously purchased a 30% stake in the Exego Group on
January 1, 2012, and had announced the pending agreement to acquire the remaining shares on March
11, 2013.
Exego Group, headquartered in Melbourne, Australia, is a leading aftermarket distributor of
automotive replacement parts and accessories in Australasia, with annual revenues of more than $1
billion (US$) and a company-owned store footprint of more than 430 locations across Australia and
New Zealand.
The Company also announced today that it plans to release First Quarter Earnings on April 19, 2013.
Management will also conduct a conference call on this date at 11:00 a.m. Eastern time. The
public may access the call on the Company's website,
www.genpt.com
, by clicking "Investor
Services", or by dialing 877-331-5106. The conference ID is 29857123. If you are unable to
participate during the call, a replay of the call will be available on the Company's website or
toll-free at 855-859-2056, ID 29857123, two hours after the completion of the conference call until
12:00 a.m. Eastern time on May 4, 2013.
About Genuine Parts Company
Genuine Parts Company is a distributor of automotive replacement parts and accessories in the U.S.,
Canada and Mexico. The Company also distributes industrial replacement parts in the U.S., Canada
and Mexico through its Motion Industries subsidiary. S. P. Richards Company, the Office Products
Group, distributes business products nationwide in the U.S. and in Canada. The
Electrical/Electronic Group, EIS, Inc., distributes electrical and electronic components throughout
the U.S., Canada and Mexico. Genuine Parts Company had 2012 revenues of $13.0 billion.

text: Sidney G. Jones

text: GENUINE PARTS COMPANY

text: EXEGO GROUP

text: Genuine Parts Company

text: Exego Group

text: Exego Group

text: Exego Group

text: Genuine Parts Company

text: Genuine Parts Company

text: Genuine Parts Company