text:
EX-99.1
3
ex991closingpressrelease.htm
PRESS RELEASE
Exhibit
Exhibit 99.1
Pixelworks Completes Acquisition of ViXS Systems
SAN JOSE, Calif., August 2, 2017 -- Pixelworks, Inc. (NASDAQ: PXLW), a leading provider of visual processing solutions, and Toronto-based ViXS Systems Inc. (TSX: VXS), a pioneer in media processing, encoding and transcoding solutions, today announced that Pixelworks has completed its acquisition of ViXS by way of a Canadian plan of arrangement (the "Transaction").
The Transaction, which was initially announced on May 18, 2017, was approved by ViXS shareholders at the ViXS 2017 Annual and Special Meeting of shareholders held on July 27, 2017 in Toronto, Ontario. Under the terms of the Transaction, Pixelworks acquired all of the outstanding common shares of ViXS in an all stock transaction, and ViXS shareholders received 0.04836 a share of Pixelworks' common stock for each share of ViXS, resulting in the issuance of approximately 3.7 million shares of Pixelworks common stock, valued at approximately US$17.7 million. The exchange ratio is equivalent to consideration of US$0.23 per ViXS common share, based on the closing price of Pixelworks on August 1, 2017.
As a result of the completion of the Transaction, it is expected that the ViXS shares will be delisted from the Toronto Stock Exchange in the coming days. ViXS will also be applying to the relevant securities regulatory authorities in Canada to cease to be a reporting issuer for the purposes of securities legislation.
A registered ViXS shareholder must complete and send a letter of transmittal with the certificate(s) representing his, her or its ViXS common shares to Computershare Investor Services Inc. in order to receive the consideration to which such ViXS shareholder is entitled under the terms of the Transaction. A copy of the letter of transmittal is available under ViXS' issuer profile on SEDAR at
www.sedar.com
.
A non-registered ViXS shareholder will receive the consideration to which such ViXS shareholder is entitled through his, her or its account with the broker, investment dealer, bank, trust company or other intermediary that holds common shares on such ViXS shareholder's behalf. A non-registered shareholder should contact his, her or its intermediary with any questions about this process.
Additional Transaction Details
Further details can be found in Pixelworks' Form 8-K filed with the Securities and Exchange Commission within four business days of closing of the Transaction.
About Pixelworks, Inc.
Pixelworks creates, develops and markets visual display processing solutions for applications that demand the very highest quality images. At design centers around the world, Pixelworks engineers constantly push visual processing performance to keep manufacturers of consumer electronics and professional displays worldwide on the leading edge. The Company is headquartered in San Jose, CA. For more information, please visit the Company's Web site at www.pixelworks.com.
Note: Pixelworks and the Pixelworks logo are registered trademarks of Pixelworks, Inc.
About ViXS Systems Inc.
ViXS is a pioneer and market leader in designing revolutionary media processing semiconductor solutions for video over IP streaming solutions, with approximately 470 patents issued and pending worldwide, numerous industry awards for innovation, and over 39 million media processors shipped to date. ViXS is driving the transition to Ultra HD 4K across the entire content value chain by providing professional and consumer grade chipsets that support the new High Efficiency Video Coding (HEVC) standard up to Main 12 Profile, reducing bandwidth consumption by 50% while providing the depth of color and image clarity needed to take advantage of higher-resolution content. ViXS' XCodePro 300 family is ideal for Ultra HD 4K infrastructure equipment, and the XCode 6000 family of system-on-chip (SoC) products achieve unprecedented levels of integration that enable manufacturers to create cost-effective consumer entertainment devices.
ViXS is headquartered in Toronto, Canada with offices in Europe, Asia and North America. VIXS™, the ViXS® logo, XCode®, XCodePro™, and Xtensiv™ are trademarks and/or registered trademarks of ViXS. XConnex™ and other trademarks are the property of their respective owners. For more information on ViXS, visit our website: www.vixs.com.
Safe Harbor Statement
This release contains forward-looking statements, including, without limitation, expectations with respect to the the timing of delisting of the ViXS common shares from the Toronto Stock Exchange, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by use of terms such as "will", "expect" and similar terms or the negative of such terms. All statements other than statements of historical fact are forward-looking statements for purposes of this release. Such statements are based on management's current expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include but are not limited to the ability and timing to satisfy the conditions for delisting of the ViXS common shares and ViXS ceasing to be a reporting issuer for the purposes of Canadian securities legislation. The forward-looking statements contained in this release speak as of the date of this release, and Pixelworks does not undertake any obligation to update any such statements, whether as a result of new information, future events or otherwise.
Pixelworks Contacts:
Investor Contact
Shelton Group
Brett Perry
P: +1-214-272-0070
E: bperry@sheltongroup.com
Company Contact
Pixelworks, Inc.
Steven Moore
P: +1-408-200-9221
E: smoore@pixelworks.com

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dataset: buster

text:
EX-99.1
2
exhibit_99-1.htm
PRESS RELEASE, DATED JULY 19, 2021
Elys
Game Technology, Corp.
Suite 120, 611 Gateway Blvd., San Francisco, CA 94080
Suite 701, 130 Adelaide St. W., Toronto, Ontario M5H
2K4
(Nasdaq|ELYS) (NEO|ELYS)
Elys Game Technology Closes US Bookmaking Acquisition
Acquisition could provide a significant boost
to client base and revenue when fully integrated
New York, NY - July 19, 2021 - Elys Game Technology,
Corp. ("Elys" or the "Company") (Nasdaq:ELYS)(NEO:ELYS), an interactive gaming and sports betting technology company,
is pleased to announce that it has completed the acquisition of Bookmakers Company US LLC, a Nevada limited liability company doing business
as USBookmaking ("USB").
USB will become an integral part of Elys' U.S.
facing brand and will continue to operate as a wholly owned business unit maintaining its well-established brand, employees, management,
and bookmaking team. The acquisition of USB provides Elys with an operational footprint in 4 states (New Mexico, Colorado, Michigan and
North Dakota) with 2 additional states (Washington, D.C. and Iowa) in progress and provide a significant boost to client base and revenue
when fully integrated. The transaction represents a fundamental strategic partnership that completes an important pillar of the Company's
business plan to build out in the U.S. and Canadian sports betting markets.
"USB realized that to increase our client base
we needed a sportsbook platform that was built for the United States market", stated Vic Salerno, President of USB. "We spent
the last three years vetting virtually every sports betting technology in existence and determined that the Elys platform was superior
to all the other platforms. The combination of USB's highly experienced bookmaking team and a technologically advanced and cutting-edge
software platform, we expect, will be a formidable parlay in the sports wagering market and we are eager to present these strengths to
our pipeline of potential clients".
"We are very proud to welcome USB and all
their talented team that share the same passion and dedication for our business that our core family of operations in Europe has
fostered during the past two decades", stated Michele Ciavarella, Executive Chairman and Interim CEO of Elys. "We are
highly optimistic that the addition of USB to our European expertise could accelerate our growth and product innovation, while
solidifying a position at the forefront of our industry servicing large and small casino operators, as well as neighborhood
establishments like restaurants and bars across the United States and Canada as regulations permit".
Mr. Ciavarella continued, "We continue to make
measurable progress in our previously stated goals to diversify our business into global operations and remain disciplined and focused
as we execute on our plans each year. The combination with USB, which we expect to be transformational, gives Elys Game Technology fully
integrated solutions with localized bookmaking expertise in two key regulated sports betting markets, underpinned by one of the newest
and most advanced microservices betting technology in the industry.
We have been building Elys from the bottom up to make
sure that we have all the tools, skills and capacity in place to handle the potential growth that Elys could generate in the U.S. Elys'
Multigioco subsidiary was recently ranked in the top 11 in sports betting in Italy, one of the largest sports betting markets in Europe.
Through public statements, Morgan Stanley estimates that by 2025, 50% of the U.S. will have access to legal sports betting, this potentially
makes the U.S. one of the largest regulated sports betting markets in the world, where along with the i-gaming market, is estimated to
reach $7 billion by 2025 and $30 billion to $35 billion at total maturity. We plan to leverage the synergies of our rapidly growing team
and expected future business partnerships to drive long-term growth and shareholder value".
Transaction Closing:
On July 15, 2021, Elys closed the transaction to acquire
100% of the membership interests in USB and USB became a wholly owned subsidiary of Elys. The consideration paid for all of the equity
of USB was $12 million paid 50% in cash and 50% in 1,265,823 shares of the Company's common stock based on the 90-day weighted average
closing price prior to the closing. The definitive purchase agreement also provides for potential earnouts of up to $41.8 million through
December 31, 2025.
About Elys Game Technology, Corp.
Elys Game Technology, Corp., is a B2B global gaming
technology company operating in multiple countries worldwide, with B2C online and land-based gaming operations in Italy. In Italy, Elys
offers its clients a full suite of leisure gaming products and services, such as sports betting, e-sports, virtual sports, online casino,
poker, bingo, interactive games and slots.
The Company's innovative wagering solution services
online operators, casinos, retail betting establishments and franchise distribution networks. Additional information is available on our
corporate website at www.elysgame.com.
Investors may also find us on Twitter @ELYS_gaming.
Forward-Looking Statements
This press release contains certain forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements
are identified by the use of the words "could", "believe", "anticipate", "intend", "estimate,"
"expect", "may", "continue", "predict", "potential", "project"
and similar expressions that are intended to identify forward-looking statements and include statements regarding the USB acquisition
providing significant boost to client base and revenue when fully integrated, the combination of USB's highly experienced bookmaking
team and a technologically advanced and cutting-edge software platform being formidable parlay in the sports wagering market, the addition
of USB to the Company's European expertise accelerating the Company's growth and product innovation while solidifying its
industry position in servicing large and small casino operators, as well as neighborhood establishments, the combination with USB being
transformational, leveraging the synergies of the Company's rapidly growing team and expected future business partnerships to drive
long-term growth and shareholder value, and estimates that by 2025, 50% of the U.S. will have access to legal sports betting, potentially
making the U.S. one of the largest regulated sports betting markets in the world, where along with the i-gaming market, is estimated to
reach $7 billion by 2025 and $30 billion to $35 billion at total maturity. These forward-looking statements are based on management's
expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which
are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set
forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current
expectations include, among others, the Company's ability to boost its client base and revenue when the USB acquisition is fully
integrated, the Company's ability to leverage the combination of USB's highly experienced bookmaking team and its software
platform in the sports wagering market, the Company's ability to accelerate its growth and product innovation while solidifying
its industry position in servicing large and small casino operators, as well as neighborhood establishments, the Company's ability
to leverage the synergies of the Group and expected future business partnerships to drive long-term growth and shareholder value, the
estimate that by 2025, 50% of the U.S. will have access to legal sports betting, the U.S. becoming one of the largest regulated sports
betting markets in the world, and along with i-gaming reaching $7 billion by 2025 and $30 billion to $35 billion at total maturity, the
duration and scope of the COVID-19 outbreak worldwide, including the impact to state and local economies, and the risk factors described
in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and its subsequent filings with the U.S. Securities
and Exchange Commission, including subsequent periodic reports on Form 10-Q and current reports on Form 8-K. The information in this release
is provided only as of the date of this release, and the Company undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to
reflect the occurrence of unanticipated events, except as required by law.
Contact:
Elys Game Technology, Corp.
Michele Ciavarella, Executive Chairman
Tel: 1-628-258-5148
Email: m.ciavarella@elysgame.com

label: organization

text:
Elys
Game Technology, Corp.

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Elys Game Technology,
Corp.

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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-99.3
4
v067234_ex99-3.htm
Paradigm
Completes Divestiture of Commercial Business
Rockville,
Maryland, March 1, 2007 - Paradigm Holdings, Inc.
(OTCBB:
PDHO) (Paradigm), parent company of Paradigm Solutions Corporation, a provider
of comprehensive information technology and business solutions for government
enterprises, announced today that the Company has completed the divestiture
of
its commercial business in a sale to Mr. Raymond A. Huger, the Company's
founder, Chairman of the Board and former Chief Executive Officer (CEO). Under
the terms of the stock purchase agreement, Mr. Huger transferred 1.77 million
shares of his personal holdings of PDHO common stock back to the Company as
consideration. The stock, valued at $1.58 Million based on the closing price
on
February 28, 2007, will be returned to the Company's treasury.
Commenting
on the divestiture, Paradigm President and CEO, Peter B. LaMontagne stated,
"This divestiture is a key milestone in the execution of our plan to refocus
Paradigm on our core profitable information technology services business
supporting the Federal Government. We plan to continue to build our Federal
Government business continuity and emergency management consulting practice,
including licensed use and sale of the OpsPlanner toolset".
Paradigm
Senior Vice President and Chief Financial Officer, Richard Sawchak, stated
that
the decision to sell the commercial business to Mr. Huger was overseen by a
committee of independent members of the Paradigm Board of Directors and
supported by an independent valuation of the business. Mr. Sawchak added, "The
commercial business represented less than five percent of total revenues for
the
quarter ended September 30, 2006 and carried a disproportionately large
percentage of our costs. Exiting the commercial business makes sense for
Paradigm and our shareholders as we execute our strategy to build our Federal
IT
solutions business".
About
Paradigm Holdings, Inc.:
Paradigm
Holdings, Inc., (www.paradigmsolutions.com) parent company of Paradigm Solutions
Corporation, is a comprehensive information technology and business solutions
provider for government enterprises. Paradigm Solutions Corporation specializes
in Enterprise Risk Management, Systems Engineering, Infrastructure Support,
and
Program Management for government customers. Headquartered in Rockville,
Maryland, the company currently employs nearly 300 people across 12
states.
Safe
Harbor Statement:
This
press release may contain forward-looking information within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, and is subject to the safe harbor created by those
sections. Paradigm Holdings, Inc. assumes no obligation to update the
information contained in this press release. Future results for Paradigm
Holdings, Inc. may be affected by its ability to continue to implement its
government technology solutions, its dependence on the federal government and
state and local governments and other federal government contractors as its
major customers, timely passage of components of the federal budget, timely
obligations of funding by the federal and state governments, its dependence
on
procuring, pricing and performing short-term government contracts, its
dependence on hiring and retaining qualified professionals, potential
fluctuations in its quarterly operating results, including seasonal impacts,
its
dependence on certain key employees and its ability to timely and effectively
integrate the businesses it may acquire. For further information about
forward-looking statements and other Paradigm Holdings, Inc. specific risks
and
uncertainties, please refer to recent SEC filings for Paradigm Holdings, Inc.,
which are available from the Edgar Web site at www.edgar.org.
For
more information, please contact:
Richard
Sawchak
SVP
and Chief Financial Officer
(301)
468-1200
communications@paradigmsolutions.com

text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm

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text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm

text: Paradigm


text:
EX-99.1
2
e602324_ex99-1.txt
PRESS RELEASE
WINTHROP REALTY TRUST
AT THE COMPANY
Beverly Bergman
(617) 570-4614
WINTHROP REALTY TRUST SELLS ITS SHARES IN AMERICA FIRST
APARTMENT INVESTORS, INC.
Boston, Massachusetts- June 26, 2007-Winthrop Realty Trust (NYSE:FUR)
announced today that it has sold in market transactions its 793,956 common
shares of America First Apartment Investors, Inc. ("APRO") for a per share price
of $25.02 resulting in net proceeds of approximately $19,817,000. The sale
generated a gain of approximately $9,739,000 exclusive of dividends on such
shares. Winthrop had acquired substantially all of the shares from January 2005
through August 2006 for an average per share price of $12.63. The shares sold
constituted substantially all shares held by Winthrop in APRO.
___________________
Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT)
headquartered in Boston, Massachusetts. Additional information on Winthrop
Realty Trust is available on its Web site at www.winthropreit.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995. With the exception of the historical information contained in this news
release, the matters described herein contain "forward-looking" statements that
involve risk and uncertainties that may individually or collectively impact the
matters herein described. These are detailed from time to time in the "Risk
Factors" section of the Company's SEC reports. Further information relating to
the Company's financial position, results of operations, and investor
information is contained in our annual and quarterly reports filed with the SEC
and available for download at our website www.winthropreit.com or at the SEC
website www.sec.gov.

text: WINTHROP REALTY TRUST

text: WINTHROP REALTY TRUST

text:
AMERICA FIRST
APARTMENT INVESTORS, INC.

text: Winthrop Realty Trust

text: America First Apartment Investors, Inc.

text: Winthrop Realty Trust

text:
Winthrop
Realty Trust


text:
EX-99.1
2
dex991.htm
COPY OF THE PARTNERSHIP'S PRESS RELEASE
Copy of the Partnership's Press Release
Exhibit 99.1
NYSE: MMP
Date:
Oct. 1, 2004
Contact:
Paula Farrell
(918) 574-7650
paula.farrell@magellanlp.com
Magellan Midstream
Partners Completes Acquisition of Strategic Pipeline Systems
TULSA, Okla. - Magellan Midstream Partners, L.P. (NYSE: MMP) announced today that it has closed its previously announced acquisition of more than 2,000 miles of refined petroleum products pipelines from affiliates of Shell Oil Products
US for approximately $490 million plus working capital and transaction costs. The acquired assets are located in Colorado, Kansas, Oklahoma and Texas and include six active terminals and six system storage facilities that have a combined storage
capacity of approximately 6.4 million barrels.
"This
acquisition is an excellent fit with our pipeline and terminals network and provides us with our own direct connection to the U.S. Gulf Coast refining region", said Don Wellendorf, chief executive officer. "The response by our customers
has been very positive. We intend to begin work immediately on capital projects to expand the interconnections with our existing assets which will enhance our capabilities to better serve our customers' growing need for transportation and
terminal services".
The acquisition, including working
capital and transaction costs, was financed initially with approximately $180 million of cash on hand, comprised in part of proceeds raised from equity offerings earlier this year to pre-fund the acquisition, and borrowings of $300 million under a
short-term acquisition facility and $50 million under an existing revolving credit facility.
In connection with the acquisition, Magellan's partnership agreement was amended to reduce the incentive cash distributions to be paid to the general partner by $1.25 million, $5 million and $3 million for 2004,
2005 and 2006, respectively. Overall, the acquisition is expected to be immediately accretive to cash available for distributions by at least 15 cents per limited partner unit annually.
About Magellan Midstream Partners, L.P.
Magellan Midstream Partners, L.P. is a publicly traded partnership formed to own, operate and acquire a diversified portfolio of energy assets. The partnership primarily
transports, stores and distributes refined petroleum products. More information is available at
http://www.magellanlp.com
.
###
Portions of this document may constitute "forward-looking statements" as defined by federal law. Although the partnership believes any such statements are based on reasonable assumptions, there is no
assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in performance is contained in the partnership's filings with the Securities and Exchange Commission.

text:
Magellan Midstream
Partners

override: organization

text: Magellan Midstream Partners, L.P.

text:
Shell Oil Products
US

text: Don Wellendorf

text: Magellan Midstream Partners, L.P.

text: Magellan Midstream Partners, L.P.


text:
EX-99
2
newsrelease.htm
PRESS RELEASE
ENGlobal Announces Agreement to Sell its Midstream Inspection Division to Furmanite
EXHIBIT 99.1
ENGlobal Announces Agreement to Sell its Midstream Inspection Division to Furmanite
Houston, TX, Dec. 11, 2012 (GLOBE NEWSWIRE) --
ENGlobal Corporation (NASDAQ:
ENG),
a leading provider of energy-related engineering and
automation services, announced today that it has reached an
agreement on terms under which ENGlobal's Midstream Inspection
division will be divested to Furmanite America, Inc. ("FAI") a
subsidiary of Furmanite Corporation. The total value of the
transaction to ENGlobal is expected to be approximately $6.5
million, consisting of cash at closing, retained working capital,
and a promissory note issued with a parent company guarantee.
ENGlobal intends to use the net proceeds from
this transaction to reduce outstanding debt. The transaction
is expected to close at year-end, subject to lender approval and
the completion of customary conditions.
"Once closed, this sale ensures that 100% of
management's attention can be applied to ENGlobal's Engineering and
Automation segments", said William A. Coskey, P.E., Founder,
Chairman and Chief Executive Officer. "Since August, ENGlobal has
been focused on divesting our Field Solutions segment, leading
improvement initiatives, and implementing an organizational
restructuring that has resulted in a more efficient company".
ENGlobal announced its plan to explore
divestiture options of its Field Solutions segment, which included
both its Land/Right of Way and Midstream Inspection divisions, in
September 2012. The Company will complete the divestiture
within both the timeline and the estimated value attributed to the
segment by ENGlobal.
About ENGlobal
ENGlobal (NASDAQ: ENG), founded in 1985, is a
provider of engineering and related project services principally to
the energy sector throughout the United States and internationally.
ENGlobal operates through two business segments: Automation and
Engineering & Construction. ENGlobal's Automation segment
provides services related to the design, fabrication &
implementation of process distributed control and analyzer systems,
advanced automation, and related information technology. The
Engineering & Construction segment provides consulting services
relating to the development, management and execution of projects
requiring professional engineering as well as downstream
inspection, construction management, mechanical integrity, field
support, quality assurance and plant asset management.
ENGlobal has approximately 1,500 employees in 12 offices
and 9 cities. Further information about the Company and its
businesses is available at www.ENGlobal.com.
Safe Harbor for Forward-Looking Statements
The statements above regarding the Company's
expectations regarding its operations and certain other matters
discussed in this press release may constitute forward-looking
statements within the meaning of the federal securities laws and
are subject to risks and uncertainties including, but not limited
to: (1) our ability to realize the benefits of the sale of the
Inspection division, including our ability to collect unbilled
trade receivables; (2) whether the exploration and
consideration of strategic alternatives will result in any
transaction and such transaction's effects on the Company and its
stockholders; (3) our ability to comply with the terms of the
forbearance agreement with respect to the Company's Revolving
Credit and Security Agreement, including our ability to develop a
plan to restore compliance with the terms of such credit facility;
(4) our ability to obtain the cure or waiver of defaults under
the Company's Revolving Credit and Security Agreement and our
existing letter of credit facility with Export-Import Bank of the
United States; (5) our ability to achieve profitability and
positive cash flow from operations; (6) our ability to collect
accounts receivable and process accounts payable in a timely
manner; (7) our ability to respond appropriately to the
current worldwide economic situation and the resulting decrease in
demand for our services and competitive pricing pressure;
(8) our ability to achieve our business strategy while
effectively managing costs and expenses; (9) our ability to
accurately estimate costs and fees on fixed-price contracts;
(10) the effect of changes in the price of oil;
(11) delays related to the award of domestic and international
contracts; (12) our ability to execute to our internal
performance plans such as our productivity improvement and cost
reduction initiatives; (13) the effect of changes in laws and
regulations with which the Company must comply and the associated
costs of compliance with such laws and regulations, either
currently or in the future, as applicable; (14) the effect of
changes in accounting policies and practices as may be adopted by
regulatory agencies, as well as by the FASB; (15) the effect
on our competitive position within our market area in view of,
among other things, increasing consolidation currently taking place
among our competitors; (16) our ability to win new business
and convert those orders to sales within the fiscal year in
accordance with our annual business plan; (17) achievement of
our acquisition and related integration plans; and (18) the
uncertainties of the outcome of litigation. Actual results and the
timing of certain events could differ materially from those
projected in or contemplated by the forward-looking statements due
to a number of factors detailed from time to time in ENGlobal's
filings with the Securities and Exchange Commission. In addition,
reference is hereby made to cautionary statements set forth in the
Company's most recent reports on Form 10-K and 10-Q, and other SEC
filings.
Click here to join our email list: http://www.b2i.us/irpass.asp?BzID=702&to=ea&s=0.
CONTACT: Natalie Hairston
281-878-1000
ir@englobal.com

text: ENGlobal

text: Furmanite

text: ENGlobal

text: Furmanite

text: ENGlobal Corporation

text: ENGlobal's Midstream Inspection

text: Furmanite America, Inc.

text: Furmanite

text: ENGlobal

text: ENGlobal

text: ENGlobal

text: ENGlobal

text: ENGlobal

text: ENGlobal

text: ENGlobal

text: ENGlobal

text: ENGlobal

text: ENGlobal

text: ENGlobal

text: ENGlobal


text:
EX-99.1
3
ex99_1.htm
Unassociated Document
Exhibit 99.1
Steve Madden Announces Acquisition of The Topline Corporation
LONG ISLAND CITY, N.Y., May 23, 2011 (BUSINESS WIRE)
- Steve Madden (Nasdaq: SHOO), a leading designer and marketer of fashion footwear and accessories for women, men and children, today announced that it has completed its acquisition of privately held The Topline Corporation ("Topline"), a designer, producer, and marketer of private label and branded footwear. Founded by William F. Snowden in 1980, Topline sells its trend-right footwear primarily to specialty retailers and department stores. Topline's owned brands include Report, Report Signature and R2 by Report. Topline had net sales in 2010 of approximately $189 million (unaudited).
The acquisition was completed for $55 million in cash subject to a working capital adjustment plus an earn-out provision based on financial performance through June 30, 2012. The transaction is expected to be immediately accretive, contributing approximately $0.05 - $0.07 in diluted EPS in its first full year under Steve Madden ownership after giving effect to the Company's recently announced 3-for-2 stock split.
Edward Rosenfeld, Chairman and Chief Executive Officer of Steve Madden, commented, "We are extremely pleased to complete the acquisition of Topline. Topline's private label business is one of the best in our industry and is highly complementary to our existing private label footwear business. And its brands, led by Report, are currently exhibiting outstanding growth and represent great additions to our brand portfolio. In addition, Topline has a premier direct sourcing platform that we believe will provide significant opportunities for the Company as a whole".
William F. Snowden, Founder and Chief Executive Officer of Topline, added, "We at Topline are excited to join forces with Steve Madden. Steve and I share a common focus on delivering outstanding products at a great value to our customers. The combination of our two companies is a powerful one, and I look forward to working with Steve and the rest of the Steve Madden team".
About Steve Madden
Steve Madden designs, sources and markets fashion-forward footwear and accessories for women, men and children. In addition to marketing products under its owned brands including Steve Madden, Steven by Steve Madden, Madden Girl, Betsey Johnson, Betseyville and Big Buddha, the Company is the licensee of various brands, including Olsenboye for footwear, handbags and belts, Elizabeth and James, Superga, l.e.i. and GLO for footwear and Daisy Fuentes for handbags. The Company also designs and sources products under private label brand names for various retailers. The Company's wholesale distribution includes department stores, specialty stores, luxury retailers, national chains and mass merchants. The Company also operates 85 retail stores (including the Company's two online stores). The Company licenses certain of its brands to third parties for the marketing and sale of certain products, including for ready-to-wear, outerwear, intimate apparel, cold weather accessories, eyewear, hosiery, jewelry, fragrance and bedding and bath products.
About Topline
The Topline Corporation, founded in 1980 and headquartered in Bellevue, Washington, designs, manufactures, and sells seasonal and fashion footwear for women, men, and children. It offers its products through specialty retailers and department stores in the United States under private labels as well as the brand names Report, Report Signature, and R2 by Report.
This press release contains forward looking statements as that term is defined in the federal securities laws. The events described in forward looking statements contained in this press release may not occur. Generally these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of the Company's plans or strategies, projected or anticipated benefits from acquisitions to be made by the Company, or projections involving anticipated revenues, earnings or other aspects of the Company's operating results. The words "may", "will", "expect", "believe", "anticipate", "project", "plan", "intend", "estimate", and "continue", and their opposites and similar expressions are intended to identify forward looking statements. The Company cautions you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond the Company's control, that may influence the accuracy of the statements and the projections upon which the statements are based. Factors which may affect the Company's results include, but are not limited to, the risks and uncertainties related to the Company's integration of Topline as well as the risks and uncertainties discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. Any one or more of these uncertainties, risks and other influences could materially affect the Company's results of operations and whether forward looking statements made by the Company ultimately prove to be accurate. The Company's actual results, performance and achievements could differ materially from those expressed or implied in these forward looking statements. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether from new information, future events or otherwise.
SOURCE: Steve Madden
Investor Relations:
ICR, Inc.
Jean Fontana
203-682-8200
http://www.icrinc.com

text: Steve Madden

text: The Topline Corporation

text: Steve Madden

text: The Topline Corporation

text: Topline

text: William F. Snowden

text: Topline

text: Topline

text: Topline

text: Steve Madden

text: Edward Rosenfeld

text: Steve Madden

text: Topline

text: Topline

text: Topline

text: William F. Snowden

text: Topline

text: Topline

text: Steve Madden

text: Steve Madden

text: Steve Madden

text: Steve Madden

text: Steve Madden

text: Steve Madden

text: Topline

text: The Topline Corporation

text: Topline

text: Steve Madden


text:
EX-99.1
3
bivi-20210610_8kex99z1.htm
EXHIBIT 99.1
BioVie
Announces Closing of Acquisition of BioPharma Assets from Privately Held NeurMedix
Company Expects to Commence Enrollment in Pivotal Phase 3 Alzheimer's Trial in Mid-2021
SANTA MONICA, Calif., June 11, 2021 (GLOBE NEWSWIRE) -- BioVie Inc. (NASDAQ: BIVI) ("BioVie" or "Company") today announced the closing of its previously announced acquisition of the biopharmaceutical assets of NeurMedix, Inc., a privately held clinical-stage pharmaceutical company. The acquired assets include NE3107, a selective inhibitor of inflammatory ERK signaling that reduces neuroinflammation. It is an orally administered first-in-class small molecule that inhibits inflammation-driven insulin resistance and major pathological inflammatory cascades with a novel mechanism of action. There is emerging scientific consensus that both inflammation and insulin resistance play fundamental roles in the development of Alzheimer's and Parkinson's Disease, and NE3107 could represent an entirely new medical approach to treating these devastating conditions affecting an estimated 6 million Americans suffering from Alzheimer's and 1 million from Parkinson's. The FDA recently authorized a pivotal US Phase 3 clinical trial for NE3107.
"The closing of this acquisition is a major milestone for BioVie, one that expands the Company's pipeline into several areas of unmet medical need with significant market potential", said Cuong V. Do, President & CEO of BioVie. "We look forward to executing our clinical development plan and realizing the full potential of these important assets".
About
BioVie
BioVie Inc. (NASDAQ: BIVI) is a clinical-stage company developing transformative therapies to overcome unmet medical needs in chronic debilitating conditions. In liver disease, the Company's Orphan drug candidate BIV201 (continuous infusion terlipressin), with FDA Fast Track status, is being evaluated in a US Phase 2 study for the treatment of refractory ascites with top-line results expected in early 2022. It is administered as a patent-pending liquid formulation. The active agent is approved in about 40 countries for related complications of advanced liver cirrhosis but is not available in the US or Japan. In neuro-degenerative disease, BioVie recently acquired the assets of NeurMedix Inc., including NE3107, an ERK inhibitor that selectively reduces neuroinflammation and insulin resistance. Both are drivers of Alzheimer's and Parkinson's diseases. NE3107 and related compounds are globally patented first-in-class small molecules with additional potential to treat certain cancers.
Forward-Looking
Statements
BioVie Inc. (NASDAQ: BIVI) is a clinical-stage company developing transformative therapies to overcome unmet medical needs in chronic debilitating conditions. In liver disease, the Company's Orphan drug candidate BIV201 (continuous infusion terlipressin), with FDA Fast Track status, is being evaluated in a US Phase 2 study for the treatment of refractory ascites with top-line results expected in early 2022. It is administered as a patent-pending liquid formulation. The active agent is approved in about 40 countries for related complications of advanced liver cirrhosis but is not available in the US or Japan. In neuro-degenerative disease, BioVie recently acquired the assets of NeurMedix Inc., including NE3107, an ERK inhibitor that selectively reduces neuroinflammation and insulin resistance. Both are drivers of Alzheimer's and Parkinson's diseases. NE3107 and related compounds are globally patented first-in-class small molecules with additional potential to treat certain cancers.
Forward-Looking Statements
This press release contains forward-looking statements, which may be identified by words such as "expect", "look forward to", "anticipate" "intend", "plan", "believe", "seek", "estimate", "will", "project" or words of similar meaning. Although BioVie Inc. believes such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Actual results may vary materially from those expressed or implied by the statements herein due to the Company's ability to successfully raise sufficient capital on reasonable terms or at all, available cash on hand and contractual and statutory limitations that could impair our ability to pay future dividends, our ability to complete our clinical trials and to obtain approval for our product candidates, to successfully defend potential future litigation, changes in local or national economic conditions as well as various additional risks, many of which are now unknown and generally out of the Company's control, and which are detailed from time to time in reports filed by the Company with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. BioVie Inc. does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law.
Contact:
INVESTOR
RELATIONS:
Bruce Mackle
Managing
Director
LifeSci
Advisors, LLC
bmackle@lifesciadvisors.com

text: BioVie

text: NeurMedix

text: BioVie Inc.

text: BioVie

text: NeurMedix

text: BioVie

text: Cuong V. Do

text: BioVie

text: BioVie

text: BioVie Inc.

text: BioVie

text: NeurMedix

text: BioVie Inc.

text: BioVie

text: NeurMedix

text: BioVie Inc.

text: BioVie Inc.

text: Bruce Mackle


text:
EX-99.1
3
fp0029473_ex991.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts:
CryoLife
D. Ashley Lee
Executive Vice President, Chief Financial Officer and
Chief Operating Officer
Phone: 770-419-3355
The Ruth Group
Zack Kubow
646-536-7020
zkubow@theruthgroup.com
CryoLife Completes Acquisition of JOTEC
Atlanta, GA - (December 1, 2017) -
CryoLife, Inc. (NYSE: CRY),
a leading medical device and tissue processing company focused on cardiac and vascular surgery
, announced today that it has completed its previously announced acquisition of JOTEC AG, a German-based, privately-held developer of technologically differentiated endovascular stent grafts, and cardiac and vascular surgical grafts, focused on aortic repair.
About CryoLife
Headquartered in suburban Atlanta, Georgia, CryoLife is a leader in the manufacturing, processing, and distribution of medical devices and implantable living tissues used in cardiac and vascular surgical procedures. CryoLife markets and sells a highly competitive product portfolio focused on treating aortic disease in more than 80 countries worldwide. For additional information about CryoLife, visit our website, www.cryolife.com.

text: CryoLife

text: CryoLife

text: JOTEC

text: CryoLife, Inc.

text: JOTEC AG

text: CryoLife

text: CryoLife

text: CryoLife

text: CryoLife


text:
EX-99.1
5
tm2124071d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
TowerBrook and Further Global Complete Acquisition
of ProSight and Appoint Jonathan Ritz as CEO
NEW YORK, LONDON, and MORRISTOWN, NJ - August 4, 2021 -
TowerBrook Capital Partners L.P. ("TowerBrook"), an international investment management firm, and Further Global Capital Management
("Further Global"), a private equity firm focused on the financial services industry, today announced the completion of the
acquisition of ProSight Global, Inc. ("ProSight"), a domestic specialty insurance holding company.
Concurrently with the transaction close, Jonathan Ritz has been named
CEO of ProSight. Mr. Ritz was previously President of Aspen Insurance Holdings Limited, Chief Operating Officer of Validus Holdings Limited,
and CEO of Validus Specialty.
"We are keenly focused on the expansion of ProSight's portfolio
of specialty insurance products and positioning the company for long-term profitability", said Jonathan Ritz. Mr. Ritz added, "Building
upon our existing programs and quality partnerships while enhancing our capabilities through targeted investment in people and technology
will enable us to accelerate growth and provide our customers with a superior experience. This foundation has also allowed us to attract
a Board comprised of a majority of independent directors who are accomplished financial services executives and share our vision, and
as such, I am confident they will contribute meaningfully to our long-term success".
"Our newly constituted Board is excited to work with TowerBrook,
Further Global and the ProSight executive team in maintaining a strong governance culture while supporting and encouraging the thoughtful
expansion of ProSight's business" said Stan Galanski, newly appointed Chairman of the Board. Mr. Galanski was formerly President
and CEO of The Navigators Group, Inc. Also joining as independent Directors are:
Michael Angelina
, Former Chief Risk and Chief Actuary
Officer for Endurance Specialty Holdings,
Karin Hirtler-Garvey,
Former Chief Risk Officer for
Ally Financial;
Andy Pinkes,
Former EVP and Global Head of Claims
and Insurance Operations for XL Group; and
Bruce Kessler,
Retired SVP, Chubb Group and President
of Ace Westchester Specialty.
About ProSight Global, Inc.
Founded in 2009 and headquartered in Morristown, New Jersey, ProSight
is a specialty property and casualty insurance holding company, providing a wide range of property and liability solutions to customers
across the United States. ProSight 's insurance company subsidiaries are rated "A-" (Excellent) by A.M. Best. To learn
more about ProSight visit www.prosightspecialty.com.
About TowerBrook
TowerBrook Capital Partners L.P. is an investment management firm
that has raised in excess of $17.4 billion to date and has a history of creating value for investors. The firm is co-headquartered
in New York and London and focuses on making investments in companies headquartered in North America and Europe. TowerBrook's
private equity strategy primarily pursues control-oriented investments in large and mid-market companies, principally on a
proprietary basis and often in situations characterised by complexity. TowerBrook's structured opportunities strategy allows
access to a broad array of opportunities, principally via structured asset and structured equity investments, enabling investment
companies to access funding and expertise to support growth without ceding control. TowerBrook is a certified B Corporation. B
Corporation certification is administered by the non-profit B Lab organisation and is awarded to companies that demonstrate
leadership in their commitment to environmental, social and governance (ESG) standards and responsible business practices. For more
information, please visit www.towerbrook.com.
About Further Global Capital Management
Further Global Capital Management is an employee-owned private equity
firm that makes investments in businesses within the financial services industry. Further Global seeks to be a true partner with the management
teams with whom it invests with an objective to be the "Capital Partner of Choice" to the industry. Further Global seeks out
situations in which its extensive network, operational expertise and capital can drive significant value. Further Global has offices in
New York and Toronto with broad support from its network of senior advisors and operating partners. For more information, please visit
www.furtherglobal.com.
Media Contacts
TowerBrook:
Brunswick Group
Blake Sonnenshein / Alex Yankus
917.818.5204
towerbrookcapital@brunswickgroup.com
ProSight:
Ric Victores
818.230.8216
rvictores@prosightspecialty.com
FORWARD-LOOKING STATEMENTS
This press release may contain certain "forward-looking statements"
(including "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) with
respect to the financial condition, results of operations and business of ProSight and certain plans and objectives of the Board of Directors
of the company. All statements other than statements of historical or current facts included in this press release are forward-looking
statements. Forward-looking statements often use words such as "anticipate", "target", "expect", estimate",
"intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words or terms of similar meaning. Such statements are based upon the company's
current beliefs and expectations and are subject to significant risks and uncertainties. Actual results may vary materially from those
set forth in the forward-looking statements.
Although the company believes the expectations contained in its
forward-looking statements are reasonable, it can give no assurance that such expectations will prove correct. The company
undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events
or otherwise. Information on factors that may affect the business and financial results of the company can be found in the filings
of the company made from time to time with the SEC. Unless indicated otherwise, the terms "ProSight", and
"company" each refer collectively to ProSight and its subsidiaries.

label: fund

text: TowerBrook

override: fund

review_confirmation: Defined short form of user-confirmed TowerBrook Capital Partners L.P.

text: Further Global

text: ProSight

text: TowerBrook Capital Partners L.P.

review_confirmation: User-confirmed buyer span and unannotated repeated mention

text: TowerBrook

text: Further Global Capital Management

text: Further Global

text: ProSight Global, Inc.

text: ProSight

text: ProSight

text: ProSight

text: TowerBrook

text: Further Global

text: ProSight

text: ProSight

text: ProSight Global, Inc.

text: ProSight

text: ProSight

text: ProSight

text: TowerBrook

text: TowerBrook Capital Partners L.P.

text: TowerBrook

text: TowerBrook

text: TowerBrook

text: Further Global Capital Management

text: Further Global Capital Management

text: Further Global

text: Further Global

text: Further Global

text: TowerBrook

text: ProSight

text: ProSight

text: ProSight

text: ProSight


text:
EX-99.7
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ex99-7.htm
EXHIBIT 99.7
ex99-7.htm
EXHIBIT 99.7
For Immediate Release
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. ANNOUNCES TRANSACTIONS DESIGNED TO ENHANCE PROFITABILITY AND RETURN ON INVESTMENT FROM SELF-SERVE FROZEN YOGURT BUSINESS
DURANGO, Colorado (January 14, 2013) -- Rocky Mountain Chocolate Factory, Inc. (Nasdaq Global Market: RMCF) (the "Company"), which franchises/operates gourmet chocolate and self-serve frozen yogurt stores and manufactures an extensive line of premium chocolates and other confectionery products, today announced that it has (1) acquired selected assets of Yogurtini International, LLC; and (2) contributed its Aspen Leaf Yogurt, newly acquired Yogurtini assets, and $78,000 in cash to U-Swirl, Inc. (OTCQB: SWRL) in exchange for a 60% controlling equity interest in U-Swirl, Inc.
HIGHLIGHTS
·
Company acquires assets of Yogurtini International, LLC.
·
Company sells Aspen Leaf Yogurt and Yogurtini for 60% equity stake in publicly-traded U-Swirl, Inc.
·
Transactions expected to transform U-Swirl into profitable company well-positioned to pursue organic growth and acquisitions.
·
Transactions expected to be accretive to Rocky Mountain Chocolate Factory earnings in FY2014 and future years.
U-Swirl, Inc. ("U-Swirl"), headquartered in Henderson, Nevada, currently operates and/or franchises 30 self-serve frozen yogurt stores under the name
U-Swirl Frozen Yogurt.
The stores are located in Nevada (10 units), Idaho (3), Arizona (4), California (1), Florida (1), Utah (3), Texas (2), Montana (2), New Mexico (3) and Pennsylvania (1). The company's common stock trades on the OTCQB under the symbol "SWRL".
Privately-owned Yogurtini International, LLC ("Yogurtini"), headquartered in Tempe, Arizona, currently franchises 30 self-serve frozen yogurt stores under the name
Yogurtini® Self-Serve
. One store is privately owned by the founding sisters, Natasha and Chelsey Nelson. The stores are located in Arizona (7), Missouri (8), Kansas (2), Colorado (4), Florida (3), South Carolina (1), Nebraska (1), Georgia (1), New York (1) and Virginia (2).
Aspen Leaf Yogurt, Inc., a subsidiary of Rocky Mountain Chocolate Factory, Inc., currently franchises and/or operates 16 self-serve frozen yogurt stores under the name
Aspen Leaf Yogurt
. The stores are located in Colorado (6), Idaho (2), Arizona (1), New Mexico (1), Iowa (2), Texas (1), Illinois (1), Missouri (1) and Tennessee (1).
Under the terms of agreements among the respective parties:
·
Rocky Mountain Chocolate Factory, Inc. acquired all contractual and intellectual property assets of Yogurtini for an undisclosed amount of cash plus a potential earnout contingent upon financial performance over a two-year period. Specific terms of the transaction were not disclosed.
·
Rocky Mountain Chocolate Factory, Inc. contributed to U-Swirl: substantially all contractual and intellectual property of Aspen Leaf Yogurt and Yogurtini; property, plant and equipment relating to six company-owned Aspen Leaf Yogurt stores; and $78,000 in cash. In exchange, Rocky Mountain Chocolate Factory, Inc. received from U-Swirl: 60% of U-Swirl's outstanding common stock, $500,000 in recourse notes, $400,000 in non-recourse notes, and a stock purchase warrant that allows Rocky Mountain Chocolate Factory, Inc. to maintain its pro rata ownership in U-Swirl if existing options and/or warrants are exercised.
"We believe the combination of three self-serve frozen yogurt chains under the U-Swirl umbrella will result in a profitable company that is well-positioned to achieve significant growth through a disciplined organic expansion and acquisition strategy", stated Franklin Crail, Founder and Chief Executive Officer of Rocky Mountain Chocolate Factory, Inc. "By partnering with publicly-traded U-Swirl, our shareholders still have the opportunity to realize the potential for value appreciation in the self-serve frozen yogurt industry. Meanwhile, Rocky Mountain Chocolate Factory's management team will be able to focus all of its attention on the Company's highly profitable chocolate manufacturing operations and retail store franchising business".
In anticipation of the closing of these transactions, Rocky Mountain Chocolate Factory, Inc. recorded a non-recurring, non-cash impairment charge related to its Aspen Leaf Yogurt assets in the quarter ended November 30, 2012.
While Rocky Mountain Chocolate Factory, Inc. now owns a majority of U-Swirl's common stock and will be represented on the U-Swirl board of directors, U-Swirl will continue to be operated by its current management team.
"Based upon currently available information, we expect these business combinations to have an accretive impact upon our earnings in Fiscal 2014, which begins March 1, 2013, and in future years", added Bryan Merryman, Chief Operating Officer of Rocky Mountain Chocolate Factory, Inc. "While the one-time, non-cash impairment charge will negatively impact our GAAP earnings in Fiscal 2013, we believe our chocolate business segment will generate improved revenue and operating earnings when compared with the previous fiscal year".
"With approximately 75 retail stores in its network following the completion of these transactions, U-Swirl will represent a much stronger competitive force in the self-serve frozen yogurt industry", observed Ulderico Conte, Co-Founder and Chief Executive Officer of U-Swirl, Inc. "The immediate elimination of duplicative costs, combined with the potential for increased savings and rebates from suppliers due to volume purchasing discounts, should significantly benefit our profit margins in 2013. From a strategic perspective, we believe U-Swirl will be in an excellent position to grow its franchise base both organically and through opportunistic acquisitions in coming years".
Rocky Mountain Chocolate Factory, Inc. was advised by investment banking firm Paragon Capital Partners, LLC and legal counsel Perkins Coie LLP.
About Rocky Mountain Chocolate Factory, Inc.
Rocky Mountain Chocolate Factory, Inc., headquartered in Durango, Colorado, is an international franchiser of gourmet chocolate, confection and self-serve frozen yogurt stores and a manufacturer of an extensive line of premium chocolates and other confectionery products. As of December 31, 2012 the Company and its franchisees operated 376 stores in 42 states, Canada, Japan and the United Arab Emirates. The Company's common stock is listed on The Nasdaq Global Market under the symbol "RMCF".
Forward-Looking Statements
Certain statements in this press release 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. These statements involve risks and uncertainties, and the Company undertakes no obligation to update any forward-looking information. Risks and uncertainties that could cause cash flows to decrease or actual results to differ materially include, without limitation, seasonality, consumer interest in the Company's products, general economic conditions, consumer and retail trends, costs and availability of raw materials, competition, the success of the Company's co-branding agreement with Cold Stone Creamery Brands, the success of international expansion efforts, including but not limited to new store openings, the success of the Aspen Leaf Yogurt concept and other risks. Readers are referred to the Company's periodic reports filed with the SEC, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. The information contained in this press release is a statement of the Company's present intentions, beliefs or expectations and is based upon, among other things, the existing business environment, industry conditions, market conditions and prices, the economy in general and the Company's assumptions. The Company may change its intentions, beliefs or expectations at any time and without notice, based upon any changes in such factors, in its assumptions or otherwise. The cautionary statements contained or referred to in this press release should be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on its behalf may issue.
For Further Information, Contact Bryan J. Merryman COO/CFO (970) 259-0554

text: ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

text: Rocky Mountain Chocolate Factory, Inc.

text: Yogurtini International, LLC

text: Aspen Leaf Yogurt

text: Yogurtini

text: U-Swirl, Inc.

text: U-Swirl, Inc.

text: Yogurtini International, LLC

text: Aspen Leaf Yogurt

text: Yogurtini

text: U-Swirl, Inc.

text: U-Swirl, Inc.

text: Yogurtini International, LLC

text: Yogurtini

text: Yogurtini

text: Aspen Leaf Yogurt

text: Rocky Mountain Chocolate Factory, Inc.

text: Aspen Leaf Yogurt

text: Rocky Mountain Chocolate Factory, Inc.

text: Yogurtini

text: Rocky Mountain Chocolate Factory, Inc.

text: Aspen Leaf Yogurt

text: Yogurtini

text: Aspen Leaf Yogurt

text: Rocky Mountain Chocolate Factory, Inc.

text: Rocky Mountain Chocolate Factory, Inc.

text: Franklin Crail

text: Rocky Mountain Chocolate Factory, Inc.

text: Rocky Mountain Chocolate Factory, Inc.

text: Aspen Leaf Yogurt

text: Rocky Mountain Chocolate Factory, Inc.

text: Bryan Merryman

text: Rocky Mountain Chocolate Factory, Inc.

text: U-Swirl, Inc.

text: Rocky Mountain Chocolate Factory, Inc.

text: Paragon Capital Partners, LLC

text: Perkins Coie LLP

text: Rocky Mountain Chocolate Factory, Inc.

text: Rocky Mountain Chocolate Factory, Inc.

text: Aspen Leaf Yogurt

text: Bryan J. Merryman


text:
EX-99.2
4
d597857dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
11730 Plaza America Drive, Suite 700
Reston, VA 20190
News Release
IR Contact
Lawrence Delaney, Jr.
Investor Relations Advisor
714-734-5142
or
Media Contact
Joelle Shreves
Vice President, Marketing & Corporate Communications
703-707-6904
AFFILIATES OF H.I.G. CAPITAL SUCCESSFULLY
COMPLETE ACQUISITION OF NCI, INC.
RESTON, VA and MIAMI, FL, August
15, 2017
-NCI, Inc. ("NCI"), a
leading provider of information technology and professional services and solutions to U.S. Federal Government agencies, and H.I.G. Capital, LLC ("H.I.G."), a leading global private equity investment firm, today announced the successful
completion of the previously announced transaction amongst the parties, whereby private funds managed by an affiliate of H.I.G. acquired all of the outstanding common stock of NCI.
The transaction was effected through a previously announced cash tender offer for all of the outstanding shares of common stock of NCI followed by a merger.
The cash tender offer, which was made at $20.00 per share pursuant to the Agreement and Plan of Merger (the "Merger Agreement") entered into by private funds managed by an affiliate of H.I.G. and NCI, on July 2, 2017, expired at 12:00
midnight, New York City time, on August 12, 2017 (one minute after 11:59 p.m., New York City time, on August 11, 2017). On August 12, 2017, 7,424,366 shares of Class A common stock of NCI (excluding 222,752 shares tendered
by guaranteed delivery) and 4,500,000 shares of Class B common stock, collectively representing approximately 82.0% of the voting power of the shares of Class A and Class B common stock outstanding on a fully-diluted basis (assuming
that the shares of Class B common stock converted to Class A common stock upon consummation of the tender offer, the exercise of all options and the vesting of all restricted stock awards), were accepted for payment. NCI shares validly
tendered by guaranteed delivery were accepted for payment upon receipt.
On August 15, 2017, in accordance with the Merger Agreement, the acquisition
was completed by merging NCI with an affiliate of HIG pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. In connection with the merger, all shares not validly tendered in the tender offer (subject to
certain exceptions, including shares for which appraisal rights were validly demanded and not subsequently withdrawn or lost) were cancelled and converted into the right to receive $20.00 cash per share. As a result of the transaction, which was
valued at approximately $283 million, effective today NCI became a privately-held company and NCI's common stock ceased trading on the Nasdaq Global Select Market and will be delisted.
Wells Fargo Securities, LLC and Stifel, Nicolaus & Company, Incorporated served as financial advisors to NCI. Paul Hastings LLP acted as NCI's
legal advisor. Teneo Capital acted as H.I.G.'s financial advisor. Kirkland & Ellis LLP acted as H.I.G.'s legal advisor.
About NCI, Inc.:
NCI is a leading provider of enterprise solutions and services to U.S. defense, intelligence, health and civilian government agencies. The company has the
expertise and proven track record to solve its customers' most important and complex mission challenges through technology and innovation. NCI's team of highly skilled professionals focuses on delivering cost-effective solutions and
services in the areas of agile development and lean software O&M; cybersecurity and information assurance; engineering and logistics; big data and data analytics; IT infrastructure optimization and service management; and health and program
integrity. Headquartered in Reston, Virginia, NCI has approximately 2,000 employees operating at more than 100 locations worldwide. For more information, visit www.nciinc.com or email investor@nciinc.com.
About H.I.G. Capital:
H.I.G. is a leading global
private equity and alternative assets investment firm with $22 billion of equity capital under management. Based in Miami, and with offices in New York, Boston, Chicago, Dallas, Los Angeles, San Francisco, and Atlanta in the U.S., as well as
international affiliate offices in London, Hamburg, Madrid, Milan, Paris, Bogotá, Mexico City and Rio de Janeiro, H.I.G. specializes in providing both debt and equity capital to small and
mid-sized
companies, utilizing a flexible and operationally focused/ value-added approach. For more information, please refer to the H.I.G. website at www.higcapital.com.

text: Joelle Shreves

text: H.I.G.

text: NCI, INC.

text: NCI

text: H.I.G.

text: H.I.G.

text: H.I.G.

text: NCI

text: NCI

text: H.I.G.

text: NCI

text: NCI

text: NCI

text: NCI

text: NCI

text: NCI

text: Wells Fargo Securities, LLC

text: NCI

text: Paul Hastings LLP

text: NCI

text: Teneo Capital

text: H.I.G.

text: Kirkland & Ellis LLP

text: H.I.G.

text: NCI, Inc.

text: NCI

text: NCI

text: NCI

text: H.I.G.

text: H.I.G.

text: H.I.G.

text: H.I.G.


text:
EX-99.1
2
ex99-1.htm
PRESS RELEASE
ex99-1.htm
Exhibit 99.1
FOR
IMMEDIATE RELEASE
CONTACT:
Paul
D. Geraghty, President and CEO
PHONE:
215-513-2391
HARLEYSVILLE
NATIONAL CORPORATION COMPLETES ACQUISITION OF WILLOW FINANCIAL
BANCORP
Harleysville,
PA - December 5, 2008
- Harleysville National Corporation (NASDAQ: HNBC)
announced today that it has completed the acquisition of Willow Financial
Bancorp, Inc. (NASDAQ: WFBC). Under the terms of the merger
agreement, Willow Financial Bancorp has been acquired by Harleysville National
Corporation and Willow Financial Bank, a $1.6 billion savings bank with 29
branch offices in Southeastern Pennsylvania, has merged with and into
Harleysville National Bank. These transactions were effective after
market close today.
"Completion
of the Willow Financial acquisition is consistent with our stated plan to
strategically grow through disciplined in-market expansion", said Paul D.
Geraghty, President and Chief Executive Officer of Harleysville National
Corporation. "We are now the third-largest bank holding company
headquartered in Southeastern Pennsylvania, and our customers will benefit from
an expanded branch footprint, technological enhancements, a broader product
base, and a higher legal lending limit. The transaction drives
shareholder value by providing the opportunity to deliver $15 - $20 million of
synergies and accretion to earnings per share in 2009. We welcome
Willow Financial customers, shareholders, and employees to the Harleysville
family."
As part
of the agreement, which maintained all Willow Financial Bank branches and
corresponding front line staff, Willow offices have been rebranded as
Harleysville National Bank. Donna Coughey, President and Chief
Executive Officer of Willow Financial, continues with Harleysville as Executive
Vice President. She will play a key role in the corporation's
strategic initiatives, while leading efforts to bridge relationships and drive
growth within the Willow customer base and the Chester County market. Two Willow
Financial Bancorp directors, James E. McErlane and John J. Cunningham, III, will
join the Harleysville National Corporation Board of Directors.
With the
addition of Willow Financial's 29 branch offices, the banks' combined customers
have access to over 84 locations throughout nine counties in
Pennsylvania. Customers of both banks now have an expanded menu of
products and services such as investment management, financial planning, trust
and custom credit solutions offered by Harleysville National Bank's Millennium
Wealth Management division and compensation; insurance and estate planning
through Cornerstone Advisors; and employee benefits plan consulting through
BeneServ. They will also have access to over 37,000 surcharge-free
ATMs worldwide.
Based on
the terms of the merger agreement Willow Financial shareholders will receive
0.73 shares of Harleysville National Corporation common stock for each share of
Willow Financial common stock they hold.
Harleysville National
Corporation was advised by Janney Montgomery Scott LLC and Bybel Rutledge
LLP. Willow Financial Bancorp's financial advisor was Sandler O'Neill
and Partners, L.P. and its legal counsel was Dechert
LLP.
Harleysville
National Corporation, with assets of $5.5 billion, is the holding company for
Harleysville National Bank (HNB) and its division, East Penn Bank. Investment
Management and Trust Services are provided through Millennium Wealth Management
and Cornerstone, divisions of HNB, with assets under management of $2.7 billion.
Harleysville National Corporation stock is traded under the symbol "HNBC" and is
commonly quoted on the NASDAQ Global Select Market
®
. For
more information, visit the Harleysville National Corporation Web site at
http://www.hncbank.com/
.
# #
#
This
press release may contain forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Actual results and trends could differ
materially from those set forth in such statements due to various factors. Such
factors include the possibility that increased demand or prices for the
Corporation's financial services and products may not occur, changing economic
and competitive conditions, technological developments, and other risks and
uncertainties, including those detailed in the Corporation's filings with the
Securities and Exchange Commission.

text:
Paul
D. Geraghty

text:
HARLEYSVILLE
NATIONAL CORPORATION

text: WILLOW FINANCIAL

text: Harleysville National Corporation

text: Willow Financial

text: Willow Financial Bancorp

text: Harleysville National

text: Willow Financial

text: Harleysville National

text: Willow Financial

text:
Paul D.
Geraghty

text:
Harleysville National
Corporation

text: Willow Financial

text: Willow Financial

text: Harleysville National

text: Donna Coughey

text: Willow Financial

text:
Willow
Financial Bancorp

text: Harleysville National Corporation

text: Willow Financial

text: Harleysville National

text: Willow Financial

text: Harleysville National Corporation

text: Willow Financial

text:
Harleysville National
Corporation

text: Janney Montgomery Scott LLC

text:
Bybel Rutledge
LLP

text: Willow Financial Bancorp

text:
Dechert
LLP

text:
Harleysville
National Corporation

text: Harleysville National

text: Harleysville National Corporation

text: Harleysville National Corporation


text:
EX-99.1
3
v324625_ex99-1.htm
EXHIBIT 99.1
EXHIBIT 99.1 Press
Release dated September 28, 2012
ACL Semiconductors Completes Acquisition
of USmart and eVision
HONG KONG, September 28, 2012 -
ACL Semiconductors Inc. (OTC Bulletin Board: ACLO) ("ACL"), a leading China-based distributor of memory electronic
products in Southern China and Hong Kong, announced today that it has completed the acquisition of Jussey Investments Limited
("Jussey"), the owner of 80% equity interest in USmart Electronic Products Limited ("USmart") and
100% equity interest in eVision Telecom Limited ("eVision"). The Jussey acquisition follows the definitive sale
and purchase agreement (the "SPA") executed on September 28, 2012. The purchase price was approximately
US$1,846,797.89 (HK$14,405,023.55) pursuant to the SPA.
Founded in 2006,
USmart is a
Hong Kong based ODM manufacturer that
specializes
in designing, manufacturing and distributing advanced technologies for the three "C" (computer, customer electronic
appliance and communication) market in China. USmart's products include computer peripherals, premium smartphones, high-end
tablets, flash storage, communication devices and consumer electronic appliances.
Founded in 2011, eVision is a Hong Kong
based solution company that specializes in CDMA2000 (the 3G wireless standard adopted by China Telecom). eVision provides CDMA
2000 solutions to USmart. Through an exclusive R&D service agreement with an independent third party, eVision holds a CMDA2000
software license granted by VIA Telecom Co. Ltd.
Mr. Chung-Lun Yang, Chief Executive Officer
and Chairman of ACL, stated, "We are pleased to complete the acquisition of Jussey, the major shareholder of USmart and eVision.
We expect that the acquisition will diversify ACL's product portfolio with USmart developing and manufacturing 3G smartphones
for its customers and with eVision providing support for the CDMA2000 3G standard".
Mr. Yang concluded, "This acquisition
will transform our company into an R&D manufacturer with its own products and brands, and facilitate the entry into the expanding
telecommunication industry. With the 3G baseband licenses acquired through USmart and eVision, ACL will be well positioned to expand
its operations. The combined company will benefit from both the vertical integration and the PRC-located design and manufacturing
capabilities, as well as from its relationships with Samsung and ATMD. "
About ACL Semiconductors Inc.
ACL Semiconductors Inc. is a China-based
distributor of semiconductor components in Hong Kong and Southern China. Starting April 1, 2012, ACL is distributing Samsung's
semiconductor and LCD products through ATMD, a newly established joint venture with Tomen Devices. Semiconductor products are used
in everything from mobile phones, digital cameras and laptop computers to MP3 players and Wi-Fi products. For more information
about ACL Semiconductors Inc. please visit ACL Semiconductors Inc.'s corporate website at http://www.acl-semicon.com.
Forward-Looking Statements
This information contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, when used in the preceding
discussion, the words "plan", "confident that", "believe", "scheduled", "expect,"
or "intend to", and similar conditional expressions are intended to identify forward-looking statements within the meaning
of the Act and are subject to the safe harbour created by the Act. Such statements are subject to certain risks and uncertainties
and actual results could differ materially from those expressed in any of the forward-looking statements. Such risks and uncertainties
include, but are not limited to, market conditions, the availability of components and successful production of the company's products,
general acceptance of the company's products and technologies, competitive factors, timing, and other risks described in the company's
SEC reports and filings.
Investor Contacts:
Kun Lin Lee
Stephanie Carrington
Chief Financial Officer
The Ruth Group
ACL Semiconductors Inc.
+1-646-536-7017
+1-408-981-9363
scarrington@theruthgroup.com
+852-3666-9939
klee@atlantic.com.hk

text: ACL Semiconductors

text: USmart and eVision

text: ACL Semiconductors Inc.

text: Jussey Investments Limited

text: USmart Electronic Products Limited

text: eVision Telecom Limited

text: Chung-Lun Yang

text: USmart and eVision

text: USmart and eVision

text: ACL Semiconductors Inc.

text: ACL Semiconductors Inc.

text: ACL Semiconductors Inc.

text: ACL Semiconductors Inc.

text: Stephanie Carrington

text: ACL Semiconductors Inc.


text:
EX-99.1
3
ex99-1_022806.htm
PRESS RELEASE DATED MARCH 2, 2006, ANNOUNCING ENTRY INTO ASSET PURCHASE AGREEMENT WITH DEL MONTE CORPORATION
Press Release dated February 28, 2006, announcing entry into Asset Purchase
Agreement with Del Monte Corporation
Exhibit
99.1
Press
Release
TreeHouse
Foods, Inc. to Acquire Private Label Soup and Infant Feeding
Businesses
Westchester,
IL, March 2, 2006 -- TreeHouse
Foods, Inc. (NYSE:THS) today announced it has entered into a definitive
agreement to acquire the private label soup and infant feeding businesses
of
Del Monte Foods Company (NYSE:DLM). The soup business is the market leader
in the private label wet soup category. The Nature's
Goodness®
infant
feeding business is the #3 brand in the U.S. infant feeding category.
TreeHouse
has agreed to pay $268 million in cash for the businesses, plus an adjustment
for working capital. The transaction is expected to close in the first
quarter
2006, subject to satisfaction of customary closing conditions. The transaction
will be financed primarily through borrowings under the Company's existing $400
million credit facility. "This is a significant transaction for TreeHouse,"
commented Sam K. Reed, Chairman and Chief Executive. "Canned soup is a very
large and growing category for food retailers and this acquisition establishes
TreeHouse as the leading supplier of private label soup. These businesses
fit
well with our Bay Valley Foods platform as the leading supplier of private
label
pickles and non-dairy coffee creamer. Our revenue base will grow from
approximately $700 million to $1 billion on an ongoing basis".
For
the
12 months ending April 30, 2006 the private label soup and infant feeding
businesses together are expected to generate approximately $295 million
of net
sales. Based upon forecast results for calendar 2006, preliminary purchase
accounting allocations and the costs of integrating operations, TreeHouse
anticipates the transaction will be modestly accretive to 2006 earnings.
The
soup
business manufactures and distributes condensed soup, ready-to-serve soup,
broth
and gravy, primarily to supermarkets and mass merchandisers for sale under
the
retailer's own label. The business has an estimated 70% volume share of private
label soup, which in turn has about a 10% penetration of the wet soup category.
The
Nature's
Goodness®
offerings include a complete product line focused on the four steps of
a baby's
development. Products include a wide variety of baby cereals, fruits,
vegetables, juices, meats, dinners and desserts, as well as a Toddler
Cuisine®
line
of
products intended to resemble adult-style meals. Products are sold to customers
in the grocery, mass and foodservice channels. The Nature's
Goodness®
infant
feeding business is the #3 brand in the U.S. infant feeding category with
an
approximately 5% dollar share in the U.S. retail market.
Soup
and
infant feeding products are manufactured at facilities in Pittsburgh, PA
and
Mendota, IL. TreeHouse will acquire the Pittsburgh, PA manufacturing facility
and distribution center and enter into a long-term lease agreement at Del
Monte's Mendota, IL manufacturing facility. The businesses' headquarters will
remain in Pittsburgh, Pennsylvania. TreeHouse does not anticipate any
significant changes to the existing operations.
"Both
Pittsburgh and Mendota are excellent facilities that have been well run
by Del
Monte. We look forward to working with employees there to build the businesses,"
commented Reed.
Wachovia
Securities is acting as financial advisor to TreeHouse in connection with
the
transaction.
CONFERENCE
CALL
A
webcast
to discuss the agreement to acquire the businesses will begin at 10:00
a.m. EST
today. It may be accessed by visiting the "Webcast" section of the
company website at http://www.treehousefoods.com.
ABOUT
TREEHOUSE FOODS
TreeHouse
is a food manufacturer servicing primarily the retail grocery and foodservice
channels. Its products include pickles and related products; non-dairy
powdered
coffee creamer; and other food products including aseptic sauces, refrigerated
salad dressings, and liquid non-dairy creamer. TreeHouse believes it is
the
largest manufacturer of pickles and non-dairy powdered creamer in the United
States based on sales volume.
ABOUT
DEL
MONTE FOODS
Del
Monte
Foods is one of the country's largest and most well known producers,
distributors and marketers of premium quality, branded and private label
food
and pet products for the U.S. retail market, generating over $3 billion
in net
sales in fiscal 2005. With a powerful portfolio of brands including Del Monte®,
Contadina®, StarKist®, S&W®, Nature's Goodness®, College Inn®, 9Lives®,
Kibbles 'n Bits®, Pup-Peroni®, Snausages®, Pounce® and Meaty
Bone®,
Del
Monte products are found in nine out of ten American households. For more
information on Del Monte Foods Company (NYSE:DLM), visit the Company's
website
at www.delmonte.com.
FORWARD
LOOKING STATEMENTS
This
press release contains "forward-looking statements." Forward-looking statements
include all statements that do not relate solely to historical or current
facts,
and can generally be identified by the use of words such as "may", "should,"
"could", "expect", "seek to", "anticipates", "plans", "believes", "estimates,"
"intends", "predicts", "projects", "potential" or "continue" or the negative of
such terms and other comparable terminology. These statements are only
predictions. The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties and other
factors that may cause the company or its industry's actual results, levels of
activity, performance or achievements to be materially different from any
future
results, levels of activity, performance or achievement expressed or implied
by
these forward-looking statements. TreeHouse's Registration Statement on Form 10
discusses some of the factors that could contribute to these differences.
You
are cautioned not to unduly rely on such forward-looking statements, which
speak
only as of the date made, when evaluating the information presented in
this
presentation. The company expressly disclaims any obligation or undertaking
to
disseminate any updates or revisions to any forward-looking statement contained
herein, to reflect any change in its expectations with regard thereto,
or any
other change in events, conditions or circumstances on which any statement
is
based.
CONTACT
Investor
Relations
TreeHouse
Foods, Inc.
(708)
483-1300 Ext. 1344

text: DEL MONTE

text: Del Monte

text:
TreeHouse
Foods, Inc

text:
TreeHouse
Foods, Inc.

text: Del Monte

text: TreeHouse

text: TreeHouse

text: Sam K. Reed

text: TreeHouse

text: TreeHouse

text: TreeHouse

text:
Del
Monte

text: TreeHouse

text:
Del
Monte

text:
Wachovia
Securities

text: TreeHouse

text: TreeHouse

text: TreeHouse

text:
DEL
MONTE

text:
Del
Monte

text: Del Monte

text:
Del
Monte

text: Del Monte

text: TreeHouse

text:
TreeHouse
Foods, Inc.


text:
EX-99.1
2
g94824exv99w1.htm
EX-99.1 PRESS RELEASE
EX-99.1 PRESS RELEASE
EXHIBIT 99.1
WORLD AIR HOLDINGS ACQUIRES NORTH AMERICAN AIRLINES
Acquisition to be Accretive for 2005
Adds Total of Eight 767 and 757 Aircraft and Premier Customer Base
PEACHTREE CITY, Ga.
(April 27, 2005) -World Air Holdings, Inc. (NASDAQ: WLDA) today announced the
acquisition of North American Airlines, Inc., a privately held airline based in Jamaica, N.Y., for
$35 million in cash.
North American generated more than $200 million in revenues in 2004 and has been consistently
profitable since its inception. The company has no long-term debt and
its fleet of eight leased aircraft
have an average age of less than seven years.
"The inclusion of North American under the umbrella of World Air Holdings diversifies our revenue
mix, strengthens our customer base and builds our reputation and leadership as a premier provider
of charter airline services", said Randy Martinez, chief executive officer of World Air Holdings.
"North American greatly expands our product mix in the military
and commercial charter market, with its three Boeing 767
and five Boeing 757 passenger aircraft, and complements the service provided by World Airways with
larger wide-body aircraft. North American provides immediate access to a fleet of mid-size
aircraft, enhancing our flexibility and increasing our ability to profitably expand service in
commercial markets.
"As we reviewed potential strategic options, it was clear there was no better option for World Air
Holdings than the acquisition of North American Airlines", Martinez said. "We've known and teamed
with North American for a number of years in our Air Mobility Command (AMC) business, and the
company has built an outstanding reputation".
In addition to being the first to provide 767 service to the AMC, North American is the charter
operator for Club Med travel out of New York and operated the Bush-Cheney campaign aircraft in
2000.
"The North American aircraft are popular with a variety of customers, including tour operators,
which supports our corporate goal of diversifying our revenue sources", Martinez said. "North
American's twin-engine jets are approved for extended over-water operations (ETOPS), which World
Air Holdings now can include in its international service options".
World Airways and North American will be managed independently under their respective operating
certificates. North American will maintain its operational headquarters at John F.
Kennedy International Airport in New York, with World Airways and World Air Holdings continuing to
be based in Peachtree City.
The acquisition is expected
to generate a variety of synergies at both North American Airlines
and the holding company levels, and is expected to be accretive to the company's earning in 2005.
World's fleet consists of 16 wide-body MD-11 and DC-10 passenger and cargo aircraft, and North
American operates three Boeing 767-300ER passenger aircraft and five Boeing 757-200ER passenger
aircraft. World Airways will add another MD-11F cargo aircraft to its
fleet in May.
With this acquisition, World Air Holdings, Inc., formed in January 2005, now owns World Airways,
Inc., North American Airlines, Inc., and World Risk Solutions, Ltd. World Air Holdings now
encompasses 2,000 employees providing military and commercial customers in all parts of the world
with passenger and cargo service. Both World Airways and North American are major carriers of U.S.
military personnel for the AMC.
INVESTOR CONFERENCE CALL AND WEBCAST
April 28, 2005, at 9A.M. EDT
Phone: 800-298-3006
A conference call for investors will begin at 9 a.m. EDT on Thursday, April 28, 2005. Investors and
media can access the conference by calling 800-298-3006 prior to the 9 a.m. start time. The
investor call will be available live via the World Wide Web at
http://www.worldairways.com/investor
. The online replay will be available until May 12,
2005, at the same site shortly after the Web cast is complete. The broadcast also will be available
at
http://www.streetevents.com/
.
About World Airways
World Airways is a U.S.-certificated air carrier providing customized transportation services for
major international cargo and passenger carriers, the United States military, major international
freight forwarders and international leisure tour operators. Founded in 1948, World has 1,400
employees and operates a fleet of 16 wide-body aircraft to meet the specialized needs of its
customers. For information, visit
www.worldairways.com
.
About North American Airlines
North American Airlines is a U.S.-certificated air carrier offering air transportation services
throughout the world for the U.S. military and commercial customers. North American Airlines
focuses on "niche" markets, where high product quality and excellent passenger service provides
value to its customers. Founded in 1989, North American has 600 employees and operates a fleet of
eight passenger aircraft in charter and limited scheduled service. For information, visit
www.northamericanair.com
.
["Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This release
contains forward looking statements that are subject to risks and uncertainties including, but not
limited to, the impact of competition in the market for air transportation services, the cyclical
nature of the air carrier business, reliance on key marketing relationships, fluctuations in
operating results and other risks detailed from time to time in the company's periodic reports
filed with the SEC (reports are available from the company upon request). These various risks and
uncertainties may cause the company's actual results to differ materially from those expressed in
any of the forward looking statements made by, or on behalf of the company in this release.]
# # #

text: WORLD AIR HOLDINGS

text: AIRLINES

text: World Air Holdings, Inc.

text: North American Airlines, Inc.

text: World Air Holdings

text: Randy Martinez

text: World Air Holdings

text:
World Air
Holdings

text: North American Airlines

text:
World
Air Holdings

text: World Air Holdings

text: North American Airlines

text: World Air Holdings, Inc.

text: North American Airlines, Inc.

text: World Air Holdings

text: North American Airlines

text: North American Airlines

text: North American Airlines


text:
EX-99.1
3
mhr_8k-ex9901.htm
PRESS RELEASE
mhr_8k-ex9901.htm
Exhibit 99.1
News Release
News Release
MAGNUM HUNTER RESOURCES ANNOUNCES
CLOSING OF WILLISTON BASIN PROPERTY ACQUISITION
WILLISTON HUNTER BECOMES OPERATOR OF 191 WELLS
FOR IMMEDIATE RELEASE - Houston, TX - (Market Wire) - April 2, 2012
- Magnum Hunter Resources Corporation (NYSE: MHR, NYSE Amex: MHR-PrC and MHR-PrD) ("Magnum Hunter" or the "Company") announced today that the Company's wholly owned subsidiary, Williston Hunter ND, LLC, has closed on the previously announced acquisition of oil & gas properties owned by Eagle Operating Inc. ("Eagle"). The acquisition includes all of Eagle's operated working interest ownership in oil and gas mineral leases and 191 existing wells on approximately 15,500 gross mineral acres located within four counties of the Williston Basin of North Dakota. Current net production from the acquisition is approximately 350 barrels of oil equivalent per day. Total proved reserves attributable to the acquired properties are estimated at 2.1 million barrels of oil equivalent. Magnum Hunter has previously owned an approximate 47% working interest in these oil and gas properties and with this closing, now owns an approximate 95% working interest. The effective date of the transaction is April 1 of last year.
The original purchase price of these assets was $57 million, consisting of $55.0 million in cash and $2.0 million in Magnum Hunter restricted common stock. Due to the approximate one year delay in closing as previously announced last year, the cash portion of the purchase price was adjusted to approximately $48.5 million because of the effective date of the transaction being April 1, 2011. The number of shares of Magnum Hunter common stock issued in this transaction was determined based on the volume weighted average price of the Company's common stock during the five trading days prior to closing ($6.74 per share). Magnum Hunter funded the cash portion of this purchase through existing liquidity and borrowings under the Company's senior credit facility. Additionally, Eagle will retain a small overriding royalty interest in certain properties on a sliding scale basis not to exceed 2%. No existing debt of Eagle has been assumed by Magnum Hunter in connection with the closing of the acquisition.
Management Comments
Mr. Glenn Dawson, President of Williston Hunter, commented, "We are pleased to complete this final agreement and acquire these operated Williston Basin properties where we have been a minority owner for a number of years. With this additional "bolt-on" transaction, we will be establishing our first operating base in North Dakota which has been a primary objective as we continue to grow our presence in the Williston Basin. We are continuing our engineering evaluation of the properties and plan to implement additional pressure maintenance operations in an effort to enhance secondary oil recovery. A geological study of the properties has positioned the Company to prudently begin development of the Bakken - Three Forks Sanish potential associated with the undeveloped leasehold".
About Magnum Hunter Resources Corporation
Magnum Hunter Resources Corporation and subsidiaries are a Houston, Texas based independent exploration and production company engaged in the acquisition, development and production of crude, natural gas and natural gas liquids, primarily in the states of West Virginia, Kentucky, Ohio, Texas, North Dakota and Saskatchewan, Canada. The Company is presently active in three of the most prolific unconventional shale resource plays in North America, namely the Marcellus Shale, Utica Shale, Eagle Ford Shale and Williston Basin/Bakken Shale.
For more information, please view our website at
www.magnumhunterresources.com.
Forward-Looking Statements
The statements and information contained in this press release that are not statements of historical fact, including any estimates and assumptions contained herein, are "forward looking statements" as defined in Section 27A of the Securities Act of 1933, as amended, referred to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act. These forward-looking statements include, among others, statements, estimates and assumptions relating to our business and growth strategies, our oil and gas reserve estimates, our ability to successfully and economically explore for and develop oil and gas resources, our exploration and development prospects, future inventories, projects and programs, expectations relating to availability and costs of drilling rigs and field services, anticipated trends in our business or industry, our future results of operations, our liquidity and ability to finance our exploration and development activities and our midstream activities, market conditions in the oil and gas industry and the impact of environmental and other governmental regulation. In addition, with respect to any pending acquisitions described herein, forward-looking statements include, but are not limited to, statements regarding the expected timing of the completion of the proposed transactions; the ability to complete the proposed transactions considering the various closing conditions; the benefits of such transactions and their impact on the Company's business; and any statements of assumptions underlying any of the foregoing. In addition, if and when any proposed transaction is consummated, there will be risks and uncertainties related to the Company's ability to successfully integrate the operations and employees of the Company and the acquired business. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "could", "should", "expect", "intend", "estimate", "anticipate", "believe", "project", "pursue", "plan" or "continue" or the negative thereof or variations thereon or similar terminology.
2
These forward-looking statements are subject to numerous assumptions, risks, and uncertainties. Factors that may cause our actual results, performance, or achievements to be materially different from those anticipated in forward-looking statements include, among others, the following: adverse economic conditions in the United States, Canada and globally; difficult and adverse conditions in the domestic and global capital and credit markets; changes in domestic and global demand for oil and natural gas; volatility in the prices we receive for our oil and natural gas; the effects of government regulation, permitting and other legal requirements; future developments with respect to the quality of our properties, including, among other things, the existence of reserves in economic quantities; uncertainties about the estimates of our oil and natural gas reserves; our ability to increase our production and oil and natural gas income through exploration and development; our ability to successfully apply horizontal drilling techniques; the effects of increased federal and state regulation, including regulation of the environmental aspects, of hydraulic fracturing; the number of well locations to be drilled, the cost to drill and the time frame within which they will be drilled; drilling and operating risks; the availability of equipment, such as drilling rigs and transportation pipelines; changes in our drilling plans and related budgets; regulatory, environmental and land management issues, and demand for gas gathering services, relating to our midstream operations; and the adequacy of our capital resources and liquidity including, but not limited to, access to additional borrowing capacity.
These factors are in addition to the risks described in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's 2011 annual report on Form 10-K filed with the Securities and Exchange Commission, which we refer to as the SEC, on February 29, 2012. Most of these factors are difficult to anticipate and beyond our control. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such statements. You are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this document. Other unknown or unpredictable factors may cause actual results to differ materially from those projected by the forward-looking statements. Unless otherwise required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We urge readers to review and consider disclosures we make in our reports that discuss factors germane to our business. See in particular our reports on Forms 10-K, 10-Q and 8-K subsequently filed from time to time with the SEC. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements.
Magnum Hunter Contact
:
Gabe Scott
Assistant Vice President - Corporate Development and Assistant Treasurer
ir@magnumhunterresources.com
(832) 203-4539
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