text:
EX-99.1
2
glla_ex991.htm
PRESS RELEASE
glla_ex991.htm
Exhibit 99.1
GILLA CLOSES ACQUISITION OF THE MAD ALCHEMIST E-LIQUID BRAND
LOS ANGELES, CALIFORNIA - (December 2nd, 2015) -
Gilla Inc.
"Gilla" or the "Company") (OTCQB: GLLA), a designer, marketer and manufacturer of E-liquids for vaporizers and related accessories, is pleased to announce that the Company has closed the acquisition of all of the assets of The Mad Alchemist, LLC (the "Vendor"), which includes The Mad Alchemist, a premium E-liquid brand available at
www.themadalchemist.com
. The Company has acquired all of the assets, rights and title to own and operate The Mad Alchemist and the Replicant E-liquid brands (collectively, "The Mad Alchemist") available online and in vape shops in the United States, Canada, Europe and United Arab Emirates.
The total purchase price for the assets was $500,000 payable to the Vendors over a period of 30 months from closing in common stock and cash. At closing, Gilla issued to the Vendor 819,672 shares of its common stock for a total value of $100,000. The remaining $400,000 will be paid to the Vendor in 10 equal deferred payments of $20,000 in cash and $20,000 in common stock every 3 months following the closing date. The common stock to be issued on each deferred payment date will be calculated using the weighted average closing market price of the Company, as quoted by the OTC Markets Group, for the 5 trading days prior each deferred payment date. The Company will also pay the Vendor a tiered quarterly earn-out based on the gross profit stream of The Mad Alchemist up to a maximum of 25% of such stream.
The Vendor has had tremendous success with limited manufacturing capacity and buying power out of its 1,400 square foot facility in London, Kentucky. Trailing twelve months revenue was $538,000 at gross margins in excess of 65%. The principals of the Vendor have also joined Gilla as full time employees with responsibilities beyond that of just building and growing The Mad Alchemist brands. Nicole Pennington and Josh Pennington have joined the Company as Vice President of Sales and Marketing and Vice President of Product Development respectively. Their responsibilities will also include organically broadening the Gilla portfolio of E-liquid brands and proprietary recipes as well as driving the domestic and international sales strategy.
"We are incredibly excited to join Gilla", stated Nicole Pennington CEO of The Mad Alchemist, LLC. She added, "We believe Gilla represents the best of the best in the vaping industry and we are extremely honored to be among that elite group. It is going to be an incredibly productive alliance".
J. Graham Simmonds, Chairman and CEO of Gilla Inc. added, "This is another great addition to our portfolio of premium E-liquid brands and further demonstrates our ability to establish Gilla as the global consolidator of E-liquid brands".
About The Mad Alchemist
The Mad Alchemist is a London, Kentucky based brand founded in 2013. The Mad Alchemist E-liquid has been meticulously hand crafted to the highest of standards to produce flavors for every taste and occasion. Having crafted some of the most unique flavors in the industry, The Mad Alchemist's tendency toward more natural flavorings has grown the brand to increased presence in the European marketplace having its entire product range finding continued success in the UK, Ireland, Scotland, Wales, France, Sweden, Denmark, Norway, Finland, Germany & Poland.
For more information, please visit
themadalchemist.com
.
About Gilla Inc.
Gilla Inc. manufactures, markets and distributes E-liquid, which is the liquid used in vaporizers, E-cigarettes, and other vaping hardware and accessories. E-liquid is heated by the atomizer to deliver the sensation and taste of smoking. Gilla aims to become a global leader in the manufacturing and distribution of E-liquid brands and proprietary recipes for the vapor industry. Gilla has a two-pronged business model: Custom E-liquid Manufacturing, including private label solutions, E-Liquid flavoring and fulfilment services; and Marketing & Online Services, including branding, marketing, sales support, and e-commerce solutions
.
Gilla's channels to market include private label for convenience stores, vape shops and online retail. Gilla E-liquid portfolio includes the Craft Vapes, Craft Clouds, Miss Pennysworth's Elixirs, Charlie's Club and VaporLiq brands. Vaporizers and E-cigarettes are replacements for traditional cigarettes allowing smokers to reproduce the smoking experience. Vaporizers and E-cigarettes do not burn tobacco and are not smoking cessation devices.
Forward-looking Statements
Note: This press release contains "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. Gilla Inc. cannot provide assurances that the matters described in this press release will be successfully completed or that the company will realize the anticipated benefits of any transaction. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: global economic and market conditions; the war on terrorism and the potential for war or other hostilities in other parts of the world; the availability of financing and lines of credit; successful integration of acquired or merged businesses; changes in interest rates; management's ability to forecast revenues and control expenses, especially on a quarterly basis; unexpected decline in revenues without a corresponding and timely slowdown in expense growth; the company's ability to retain key management and employees; intense competition and the company's ability to meet demand at competitive prices and to continue to introduce new products and new versions of existing products that keep
pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance; relationships with significant suppliers and customers; as well as other risks and uncertainties, including but not limited to those detailed from time to time in Gilla Inc. SEC filings. Gilla Inc. undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with Gilla Inc.'s business, please refer to the risks and uncertainties detailed from time to time in Gilla Inc.'s SEC filings.
For more information, please visit
gillainc.com
, or contact:
Mr. Dillon Heins
Director of Corporate Development
w: 1 (218) 839
-
9051
email:
dillon@gillainc.com
website:
www.gillainc.com
twitter:
@gillainc

text: GILLA

text: Gilla Inc.

text: Gilla

text: The Mad Alchemist, LLC

text: Gilla

text: Gilla

text: Nicole Pennington

text: Gilla

text: Gilla

text: Nicole Pennington

text: The Mad Alchemist, LLC

text: Gilla

text: J. Graham Simmonds

text: Gilla Inc.

text: Gilla

text: Gilla Inc.

text: Gilla Inc.

text: Gilla

text: Gilla

text: Gilla

text: Gilla

text: Gilla Inc.

text: Gilla Inc.

text: Gilla Inc.

text: Gilla Inc.

text: Gilla Inc.

text: Dillon Heins


dataset: buster

text:
EX-99.1
3
isdr_ex991.htm
PRESS RELEASE
Blueprint
Exhibit
99.1
Issuer Direct Acquires Onstream Media's Webcasting Platform,
Projected to Increase Annual Revenue 15%, Webcast Customer Base by
at Least 50%
The Acquisition Will Immediately Be Accretive and Expand the
Company's Customer Base by Over 120
MORRISVILLE, NC / ACCESSWIRE / January 3, 2019 /
Issuer
Direct Corporation (NYSE American:
ISDR
) (the
"Company" or "Issuer Direct"), an
industry-leading
communications
and
compliance
company,
today announced it has acquired the VisualWebcaster Platform, a
product suite from Onstream Media Corporation for $2.788 million
cash paid at closing. The acquisition is projected to increase
Issuer Direct's annual revenue 15% and its webcast customer
base by at least 50%.
The
VisualWebcaster Platform ("VWP") is a leading
cloud-based earnings webcast, webinar, and training platform that
delivers live and on-demand streaming of events to audiences of all
sizes. The platform allows customers to create, produce and deliver
events, which will integrate perfectly into Platform
id.
By acquiring VWP, the
Company significantly strengthens its Platform
id.
potential by providing the
VWP customer base the opportunity to utilize a single-sourced,
consolidated disclosure and communication offering for
disseminating their information to stakeholders.
Current
VWP customers will have the ability to immediately take advantage
of Issuer Direct's Platform
id.
offerings designed
specifically for customers conducting events that require more than
rich media webcasting. Once fully integrated, the combined
offerings of the Company and the VWP will include the following for
Issuer Direct's 2500+ customers:
-
Dedicated phone
numbers for each customer
-
Analyst and
Investor VIP Priority access
-
Customizable
Insight and Analytics
-
100% self-service
start to finish
-
24/7 Event
Engineers
-
Choices between
Audio, Video, Slide and LIVE webcasting
Moreover,
as a result of the transaction, the Company will increase its
webcasting platform customer base from approximately 225 to
approximately 345.
"We
have known the team at Onstream for several years. The VWP product
suite is industry leading and trusted by some of the biggest names
in the Fortune 100 and beyond. We believe it will definitely
increase the quality and scope of our event business", said Brian
R. Balbirnie, Chief Executive Officer of Issuer
Direct.
Mr.
Balbirnie continued "On an annual basis, this transaction is
projected to increase our overall annual revenues by approximately
15% and increase revenues of our core webcasting and event business
by more than two and a half times. We expect to leverage the
acquisition of the VWP and related customer base to continue our
long-term strategy, which has been to follow the shareholder,
provide deep analytics to our customers, and use our platform to
illuminate, analyze and engage audiences globally".
About Onstream Media Corporation
Founded
in 1993, Onstream Media (OTC: ONSM) is a leading, online service
provider of live and on-demand, rich media communications via the
Onstream Digital Media-Services Platform. Specializing in online
audio and video corporate communications, Onstream Media's
pioneering, digital-asset-management active server pages (ASP)
technology provides the necessary tools for webcasting, web
conferencing and content-publishing services focused on increasing
productivity and revenues in an affordable and highly secure
environment for any organization. Today, Onstream Media's
digital-media services are used by many Fortune 100 company
executives to broadcast their announcements in sales, marketing,
communications, Investor Relations, Human resources and
training.
About Issuer Direct Corporation
Issuer
Direct® is an industry-leading
communications
and
compliance
company
focusing on the needs of corporate issuers. Issuer Direct's
principal platform,
Platform id.
,
empowers users by thoughtfully integrating the most relevant tools,
technologies, and services, thus eliminating the complexity
associated with producing and distributing financial and business
communications. Headquartered in RTP, NC, Issuer Direct serves more
than 2,500 public and private companies in more than 18 countries.
For more information, please visit
www.issuerdirect.com
.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995
"Safe
Harbor" statement under the Private Securities Litigation Reform
Act of 1995: This press release contains forward-looking statements
concerning Issuer Direct's acquisition of VWP including, without
limitation, the potential of providing Issuer Direct's platform
services to VWP's customers, Issuer's Direct's projection regarding
increased annual revenues of 15% and the increase to its webcast
customer base by at least 50%, Issuer Direct's ability to
fully integrate the VWP offerings with Issuer Direct's other
platform offerings, Issuer Direct's belief that the VWP
offerings will increase the quality and scope of its event business
and Issuer Direct's expectation the VWP acquisition will continue
its long-term strategy. The achievement or success of the matters
covered by such forward-looking statements involve risks,
uncertainties, and assumptions. If any such risks or uncertainties
materialize or if any of the assumptions prove incorrect, the
Company's results could differ materially from the results
expressed or implied by the forward-looking statements the Company
makes.
The
risks and uncertainties referred to above include - but are not
limited to - risks associated with: execution of our plans and
strategies, including; the loss of significant VWP's customers; our
ability to obtain new customers; our ability to integrate the
assets and personnel from the VWP acquisition; our ability to sell
our platform offering to VWP's customer; general economic
conditions; and changes in the competitive dynamics in the market
for communication and compliance services and
products.
Further
information on these and other factors that could affect the
Company's financial results is included in filings it makes with
the Securities and Exchange Commission from time to time, including
the section entitled "Risk Factors" in the Company's most recent
Form 10-K/A filed with the SEC. These documents are available on
the SEC Filings section of the Investor Relations section of the
Company's website at https://www.issuerdirect.com. All
information provided in this release is available as of January 3,
2019, and Issuer Direct undertakes no duty to update this
information.
Contact:
Brian
R. Balbirnie
Issuer
Direct Corporation
919-481-4000
brian.balbirnie@issuerdirect.com
Brett
Maas
Hayden
IR
(646)
536-7331
brett@haydenir.com
James
Carbonara
Hayden
IR
(646)-755-7412
james@haydenir.com
SOURCE:
Issuer Direct Corporation

label: organization

text: Issuer Direct

text: Onstream Media

text: Webcasting Platform

text:
Issuer
Direct Corporation

text: Issuer Direct

text: VisualWebcaster Platform

text: Onstream Media Corporation

text: Issuer Direct

text: VisualWebcaster Platform

text: VWP

text: VWP

text: VWP

text: VWP

text: Issuer Direct

text: VWP

text: Issuer Direct

text: VWP

label: person

text:
Brian
R. Balbirnie

text:
Issuer
Direct

text: VWP

text: Onstream Media Corporation

text: Onstream Media

text: Onstream Media

text: Onstream Media

text: Issuer Direct Corporation

text:
Issuer
Direct

text: Issuer Direct

text: Issuer Direct

text: Issuer Direct

text: VWP

text: Issuer Direct

text: VWP

text: Issuer Direct

text: VWP

text: Issuer Direct

text: Issuer Direct

text: VWP

text: Issuer Direct

text: VWP

text: VWP

text: VWP

text: VWP

text: Issuer Direct

text:
Brian
R. Balbirnie

text:
Issuer
Direct Corporation

text: Issuer Direct Corporation

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
Nov 9, 2017
USA Technologies Completes Acquisition of Cantaloupe Systems
MALVERN, Pa.--(BUSINESS WIRE)-- USA Technologies, Inc. (NASDAQ:USAT) ("USAT"), a premier payment technology service provider of integrated cashless and mobile transactions in the self-service retail market, today announced the completion of its previously announced acquisition of Cantaloupe Systems, Inc. ("Cantaloupe"), a premier provider of cloud and mobile solutions for vending, micro markets, and office coffee service, in a transaction valued at approximately $85 million. USAT paid $65 million in cash and issued shares of USAT common stock valued pursuant to the merger agreement at $19.81 million. USAT also assumed $1.8 million of Cantaloupe's notes payable. USA Technologies funded the transaction with cash on hand from the recent public offering which closed in July 2017, and through a new $37.5 million credit facility with JP Morgan Chase Bank, N.A. Cantaloupe is now a wholly-owned subsidiary of USAT and will continue to operate from its San Francisco, California office.
About USA Technologies
USA Technologies, Inc. is a premier payment technology service provider of integrated cashless and mobile transactions in the self-service retail market. The company also provides a broad line of cashless acceptance technologies including its NFC-ready ePort® G-series, ePort® Connect, ePort® Interactive, QuickConnect, an API Web service for developers, and MORE., a customizable loyalty program. USA Technologies has 76 United States and foreign patents in force; and has agreements with Verizon, Visa, Chase Paymentech and customers such as Compass, AMI Entertainment and others. For more information, please visit the website at www.usatech.com.
F-USAT
View source version on businesswire.com: http://www.businesswire.com/news/home/20171109006063/en/
The Blueshirt Group
Investors:
Monica Gould, +1 212-871-3927
monica@blueshirtgroup.com
or
Lindsay Savarese, +1 212-331-8417
lindsay@blueshirtgroup.com
Source: USA Technologies, Inc.
News Provided by Acquire Media

text: USA Technologies

text: Cantaloupe Systems

text: USA Technologies, Inc.

text: Cantaloupe Systems, Inc.

text: USA Technologies

text: USA Technologies

text: USA Technologies, Inc.

text: USA Technologies

text: USA Technologies, Inc.


text:
EX-99.1
3
a991projectraptorclosingpr.htm
EXHIBIT 99.1
Exhibit
Digital Turbine Completes Acquisition of Mobile Posse
Strategic Acquisition Further Diversifies Mobile Platform and Creates Promising New Growth Opportunities via Synergistic Partnerships and Distribution Footprints
Fiscal Fourth Quarter Guidance Updated to Reflect Mobile Posse Contribution
Austin, TX - March 3, 2020 - Digital Turbine, Inc. (Nasdaq: APPS) announced today that it has completed the acquisition of Mobile Posse, Inc., a complementary mobile content discovery and advertising platform company.
"We are very excited to have completed the acquisition of Mobile Posse", said Bill Stone, CEO of Digital Turbine. "Mobile Posse has a highly profitable business model with recurring revenue streams and an attractive margin structure. While we are certainly excited about the immediately accretive financial benefits of the acquisition, we are even more upbeat about the clear strategic benefits underlying the combination. Mobile Posse's suite of highly-engaging content discovery products is a perfect complement to our core Digital Turbine platform offering. Working together, we will now look to leverage our respective product strengths and partner distribution avenues to continue to further differentiate our industry-leading, end-to-end mobile content delivery platform".
For a more detailed summary of the Mobile Posse acquisition, please view the slide presentation now available on the Digital Turbine investor relations website at https://ir.digitalturbine.com/presentations.
Guidance Updated to Reflect Completion of Mobile Posse Acquisition
The Company has updated its guidance for the fiscal fourth quarter solely to reflect the expected impact of the Mobile Posse acquisition, which was completed on February 28, 2020:
Previous Guidance
(issued on 2/11/20)
Current Guidance
Revenue
$33.2 - 34.5 million
$37.6 - 39.2 million
Adjusted EBITDA1
$3.5 - 4.0 million
$4.5 - 5.0 million
It is not reasonably practicable to provide a business outlook for GAAP net income/(loss) from continuing operations because the Company cannot reasonably estimate the changes in the fair value of derivatives associated with outstanding warrants issued in connection with the September 2016 convertible notes offering and stock-based compensation expense, which are directly impacted by changes in the Company's stock price or other items that are difficult to predict with precision.
Digital Turbine Completes Acquisition of Mobile Posse
March 3, 2020
Page 2
Use of Non-GAAP Financial Measures
Digital Turbine uses Non-GAAP measures of certain components of financial performance. These Non-GAAP measures include Non-GAAP adjusted EBITDA. Non-GAAP measures are provided to enhance investors' overall understanding of the Company's current financial performance, prospects for the future and as a means to evaluate period-to-period comparisons. The Company believes that these Non-GAAP measures provide meaningful supplemental information regarding financial performance by excluding certain expenses and benefits that may not be indicative of recurring core business operating results. The Company believes Non-GAAP measures facilitate management's internal comparison of its financial performance to that of prior periods as well as trend analysis for budgeting and planning purposes. The presentation of Non-GAAP measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information in accordance with GAAP.
1
Non-GAAP adjusted EBITDA is calculated as GAAP net income/(loss) excluding the following cash and non-cash expenses: net interest income/(expense), foreign exchange transaction loss, income tax provision, depreciation and amortization, stock-based compensation expense, the change in fair value of derivatives associated with warrants issued in connection with the September 2016 convertible notes offering, other expense, and loss on extinguishment of debt. Readers are cautioned that Non-GAAP adjusted EBITDA should not be construed as an alternative to net income/(loss) determined in accordance with U.S. GAAP as an indicator of performance, which is the most comparable measure under GAAP.
About Digital Turbine, Inc.
Digital Turbine innovates at the convergence of media and mobile communications, connecting top mobile operators, OEMs and publishers with app developers and advertisers worldwide. Its comprehensive Mobile Delivery Platform powers frictionless user acquisition and engagement, operational efficiency and monetization opportunities. Digital Turbine's technology platform has been adopted by more than 35 mobile operators and OEMs worldwide, and has delivered more than one billion app preloads for tens of thousands advertising campaigns. The company is headquartered in Austin, Texas, with global offices in Durham, Mumbai, San Francisco, Singapore and Tel Aviv. For additional information visit www.digitalturbine.com.
Forward-Looking Statements
This news release includes "forward-looking statements" 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. Statements in this news release that are not statements of historical fact and that concern future results from operations, financial position, economic conditions, product releases and any other statement that may be construed as a prediction of future performance or events, including financial projections and growth in various products are forward-looking statements that speak only as of the date made and which involve known and unknown risks, uncertainties and other factors which may, should one or more of these risks uncertainties or other factors
Digital Turbine Completes Acquisition of Mobile Posse
March 3, 2020
Page 3
materialize, cause actual results to differ materially from those expressed or implied by such statements.
These factors and risks include:
.
risks associated with Ignite adoption among existing customers (including the impact of possible delays with major carrier and OEM partners in the roll out for mobile phones deploying Ignite)
.
actual mobile device sales and sell-through where Ignite is deployed is out of our control
.
risks associated with new privacy laws, such as the European Union's GDPR and similar laws which may require changes to our development and user interface for certain functionality of our Ignite product
.
risks associated with the timing of Ignite software pushes to the embedded bases of carrier and OEM partners
.
risks associated with end user take rates of carrier and OEM software pushes which include Ignite
.
new customer adoption and time to revenue with new carrier and OEM partners is subject to delays and factors out of our control
.
risks associated with fluctuations in the number of Ignite slots across US carrier partners
.
required customization and technical integration which may slow down time to revenue notwithstanding the existence of a distribution agreement
.
risks associated with delays in major mobile phone launches, or the failure of such launches to achieve the scale
.
customer adoption that either we or the market may expect
.
the difficulty of extrapolating monthly demand to quarterly demand
.
the challenges, given the Company's comparatively small size, to expand the combined Company's global reach, accelerate growth and create a scalable, low-capex business model that drives EBITDA (as well as Adjusted EBITDA)
.
ability as a smaller Company to manage international operations
.
varying and often unpredictable levels of orders; the challenges inherent in technology development necessary to maintain the Company's competitive advantage such as adherence to release schedules and the costs and time required for finalization and gaining market acceptance of new products
.
changes in economic conditions and market demand
.
rapid and complex changes occurring in the mobile marketplace
.
pricing and other activities by competitors
.
derivative and warrant liabilities on our balance sheet will fluctuate as our stock price moves and will also produce changes in our statement of operations; these fluctuations and changes might materially impact our reported GAAP financials in an adverse manner, particularly if our stock price were to rise
.
technology management risk as the Company needs to adapt to complex specifications of different carriers and the management of a complex technology platform given the Company's relatively limited resources
.
risks and uncertainties associated with the successful integration of the business of Mobile Posse
Digital Turbine Completes Acquisition of Mobile Posse
March 3, 2020
Page 4
.
risks and uncertainties associated with realization of the anticipated benefits of the acquisition of Mobile Posse is not completed, and
.
other risks including those described from time to time in Digital Turbine's filings on Forms 10-K and 10-Q with the Securities and Exchange Commission (SEC), press releases and other communications.
You should not place undue reliance on these forward-looking statements. The Company does not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Investor Relations Contacts:
Brian Bartholomew
Digital Turbine
brian.bartholomew@digitalturbine.com
SOURCE Digital Turbine, Inc.

text: Digital Turbine

text: Mobile Posse

text: Mobile Posse

text: Digital Turbine, Inc.

text: Mobile Posse, Inc.

text: Mobile Posse

text: Bill Stone

text: Digital Turbine

text: Mobile Posse

text: Mobile Posse

text: Digital Turbine

text: Mobile Posse

text: Digital Turbine

text: Mobile Posse

text: Mobile Posse

text: Digital Turbine

text: Mobile Posse

text: Digital Turbine

text: Digital Turbine, Inc.

text: Digital Turbine

text: Digital Turbine

text: Digital Turbine

text: Mobile Posse

text: Mobile Posse

text: Digital Turbine

text: Mobile Posse

text: Mobile Posse

text: Digital Turbine

text: Digital Turbine

text: Digital Turbine, Inc.


text:
EX-99.3
6
exhibit5.htm
EX-99.3
EX-99.3
EXHIBIT 99.3
IR Agency Contact:
Kirsten Chapman, Sr. V.P.
Lippert/Heilshorn & Associates, Inc.
415-433-3777
kirsten@lhai-sf.com
RAE Systems Acquires Assets of Aegison Corporation for
$2 Million
Purchase Expands Capabilities to Include Integrated Digital Video Surveillance and Sensor Solutions
SAN JOSE, Calif. - July 11, 2006 -
RAE Systems Inc. (AMEX: RAE), a leading global developer and
manufacturer of rapidly deployable, multi-sensor chemical and radiation detection monitors and
networks for homeland security and industrial applications, today purchased the assets, including
two pending patents, of Santa Clara, California-based Aegison Corporation, a leading supplier of
fixed and mobile digital video surveillance systems for $2 million in cash.
"RAE Systems has led technology innovation in wireless sensor solutions", said Robert Chen, RAE
Systems chief executive officer. "Having partnered with Aegison, we developed a deep understanding
of the competitive advantages for an integrated digital video surveillance and wireless sensor
solution. Recognizing this advantage, we seized the opportunity to secure the technology
exclusively for RAE Systems. The purchase of Aegison reaffirms our commitment to the security
market and broadens our offering, enabling us to provide security and safety solutions that
deliver both real-time sensor data and visual records of events".
"In addition to the product synergies, we will be able to leverage Aegison's complementary
customer base. Aegison has built relationships with law enforcement agencies, municipal
transportation, the U.S. military and entertainment venues including Universal Studios", added
Chen.
Aegison is a global provider of innovative digital surveillance solutions for a variety of
security applications and environments including large-scale mobile deployments. Aegison video
systems provide complete digital surveillance and back-end management solutions which include
mobile embedded digital video recorders, wireless video transmitters with vehicle positioning
systems, and central security data management servers. All of the U.S.-based employees have been
offered positions at RAE Systems headquarters in San Jose, California.
About RAE Systems
RAE Systems is a leading global developer and manufacturer of rapidly deployable, multi-sensor
chemical detection monitors and networks for homeland security and industrial applications. In
addition, RAE Systems offers a full line of portable single-sensor chemical and radiation detection
products. RAE Systems' products enable the military and first responders such as firefighters, law
enforcement and other emergency management personnel to detect and provide early warning of weapons
of mass destruction and other hazardous materials. Industrial applications include the detection of
toxic industrial chemicals, volatile organic compounds and petrochemicals. RAE Systems' products
are used by many U.S. government agencies, including the Department of Homeland Security, the
Department of Justice, and the Department of State, as well as all branches of the U.S. military,
and by numerous city and state agencies. Our end users also include many of the world's leading
corporations in the airline, automotive, computer and oil industries. Our products are used in
civilian and government atmospheric monitoring programs in over 50 countries. For more information
about RAE Systems, please visit
www.RAESystems.com
.
Safe Harbor Statement
This press release may contain "forward-looking" statements, as that term is used in Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements include, without limitation:
expressions of "belief", "anticipation", or "expectations" of management and statements regarding
the Company and it products. Each of these forward-looking statements is subject to risks and
uncertainties and readers are cautioned that these forward-looking statements are only predictions
and may differ materially from actual future events or results due to a variety of factors. In
addition, our forward-looking statements should be considered in the context of the risk factors
discussed in our filings with the Securities and Exchange Commission, including but not limited to
our annual report on Form 10-K and Form 10-Q filings, available online at
http://www.sec.gov
. All forward-looking statements are based on information available to
the company on the date hereof, and the Company assumes no obligation to update such statements.

text: RAE Systems

text: Aegison Corporation

text: RAE Systems Inc.

text: Aegison Corporation

text: RAE Systems

text:
RAE
Systems

text: RAE Systems

text: RAE Systems

text: RAE Systems

text: RAE Systems

text: RAE Systems

text: RAE Systems

text: RAE Systems

text: RAE Systems


text:
EX-99.1
4
ex99-1.htm
PRESS RELEASE
ex99-1.htm
Exhibit 99.1
Media Contact:
Lisa Passé
+1-206-318-7100
press@starbucks.com
Investor Relations Contacts:
JoAnn DeGrande/Greg Smith
+1-206-318-7118
investorrelations@starbucks.com
Starbucks Closes Teavana Acquisition
SEATTLE AND ATLANTA, Dec. 31, 2012 -
Starbucks Coffee Company (NASDAQ:SBUX) today announced that the company's planned acquisition of Teavana Holdings, Inc. (NYSE: TEA) has formally closed, making Teavana a wholly-owned subsidiary of Starbucks and the newest addition to Starbucks emerging brands portfolio, which also includes Evolution Fresh, La Boulange, Seattle's Best Coffee and Tazo.
Starbucks acquired Teavana for an aggregate acquisition price of approximately $620 million in cash and is expecting the acquisition to be accretive to earnings by approximately $0.01 per share in fiscal year 2013, based upon the previously announced earnings targets. Teavana public stockholders of record will receive $15.50 per share in cash.
Find more details about the future of Teavana and tea at Starbucks by reading a blog posted today by Jeff Hansberry, president, Channel Development and Emerging Brands.
About Starbucks Corporation
Since 1971, Starbucks Coffee Company has been committed to ethically sourcing and roasting the highest-quality
arabica
coffee in the world. Today, with stores around the globe, the company is the premier roaster and retailer of specialty coffee in the world. Through our unwavering commitment to excellence and our guiding principles, we bring the unique
Starbucks Experience
to life for every customer through every cup. To share in the experience, please visit us in our stores or online at www.starbucks.com.
About Teavana
Founded in 1997, the company offers new tea enthusiasts and tea connoisseurs alike its "Heaven of Tea" retail experience where passionate and knowledgeable "Teaologists" engage and educate them about the ritual and enjoyment of tea. The company's mission is to establish Teavana as the most recognized and respected brand in the tea industry by expanding the culture of tea across the world. For more information, visit http://www.teavana.com.
Forward-Looking Statements
Certain statements contained herein are "forward-looking statements" within the meaning of the applicable securities laws and regulations. Generally, these statements can be identified by the use of words such as "anticipate", "believe", "could", "estimate", "expect", "feel", "forecast", "intend", "may", "plan", "potential", "project", "should", "will", "would", and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are based on information available to Starbucks as of the date hereof, and Starbucks actual results or performance could differ materially from those stated or implied, due to risks and uncertainties associated with its business. These risks and uncertainties include: evolving understanding of the definition of and consumer preference for super-premium tea; continued growth in the health and wellness sector and market acceptance of Starbucks in that sector; the ability of Starbucks to accelerate its growth in the health and wellness sector and in the tea category; the potential introduction of super-premium tea by new market entrants; the ability of Starbucks to successfully integrate Teavana; the long-term success of Starbucks strategy to innovate with new products, enter new categories and expand into new channels of distribution; the outcome of any legal proceedings that may be instituted against Teavana and others related to the transaction; the ability to retain certain key employees of Teavana; and the risk factors disclosed in Starbucks most recent Annual Report on Form 10-K, which Starbucks filed with the Securities and Exchange Commission on November 16, 2012. Forward-looking statements reflect management's analysis as of the date of this release. Starbucks does not undertake to revise these statements to reflect subsequent developments, except as required under the federal securities laws.
###

text: Starbucks

text: Teavana

text: Starbucks Coffee Company

text: Teavana Holdings, Inc.

text: Teavana

text: Starbucks

text: Starbucks

text: Starbucks

text: Teavana

text: Teavana

text: Teavana

text: Starbucks

text: Jeff Hansberry

text: Starbucks

text: Starbucks Coffee Company

text: Starbucks

text: Teavana

text: Teavana

text: Starbucks

text: Starbucks

text: Starbucks

text: Starbucks

text: Starbucks

text: Teavana

text: Starbucks

text: Teavana

text: Teavana

text: Starbucks

text: Starbucks

text: Starbucks


text:
EX-99.1
3
ex99-1.htm
EXHIBIT
99.1
MamaMancini's Closes Acquisition of Manufacturing Operations
-Transaction
expected to be immediately accretive and increase EBITDA by $1.5 to $2.0 million in first year -
EAST
RUTHERFORD, NJ - November 1, 2017
- MamaMancini's Holdings, Inc. (the "Company" or "MamaMancini's")
(OTCQB: MMMB), a marketer of specialty pre-prepared, frozen and refrigerated all natural food products (as defined by the United
States Department of Agriculture), today announced that it had closed its previously announced acquisition of Joseph Epstein Food
Enterprises, Inc. ("JEFE"), a manufacturer of food products, which has been the sole manufacturer of the Company's
products since inception. Under the agreed terms, no cash or stock was exchanged between the parties. JEFE was previously owned
by the Chief Executive Officer and President of the Company, who in the aggregate own approximately 44% of the Company's
common stock.
The
Company believes that the transaction, on a pro-forma basis is accretive to the Company both in terms of Earnings Before Interest,
Taxes, Depreciation and Amortization ("EBITDA") (a non-GAAP financial measure) and Net Profit in the range of $1.5
to $2.0 million over the next twelve (12) months and brings increased value overall to the Company.
The
principal consideration for the transaction was the cancellation of approximately $2 million of inter-company debt and the assumption
of approximately $2 million of accrued expenses and accounts payable. In considering the transaction, the Company's Strategic
Alternatives Committee had obtained an independent professional outside appraisal of JEFE on both a freestanding and combined
basis. On a conservative basis, the Committee concluded that the value of JEFE significantly exceeded the consideration the Company
would pay pursuant to the LOI. While the transaction will increase Company debt and reduce net worth, the Committee believed that
the benefits of this transaction significantly outweighed these considerations and would bring meaningful value accretion to the
Company and its shareholders.
About
MamaMancini's
MamaMancini's is a marketer and distributor of
a line of beef meatballs, turkey meatballs, and chicken meatballs all with sauce, five cheese stuffed beef, turkey and chicken
meatballs all with sauce, original beef and turkey meatloaves and bacon gorgonzola beef meatloaf, and other similar Italian cuisine
products. The Company's sales have been growing on a consistent basis as the Company expands its distribution channel, which
includes major retailers such as Costco, Publix, Shop Rite, Price Chopper, Jewel, SaveMarts, Luckys, Lunds/Byerly's, SuperValu,
Safeway, Albertsons, Spartan Stores, Bashas, Whole Foods, Shaw's Supermarkets, Kings, Roche Brothers, Key Foods, Stop-n-Shop,
Giant Stores, Giant Eagle, Food Town, Randalls, Kroger, Shoppers, Marsh's Supermarkets, King Kullen, Lowes Stores, Central
Markets, Weis Markets, Ingles, and The Fresh Market.
Forward
Looking Statements
This
press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934. "Forward-looking statements" describe future
expectations, plans, results, or strategies and are generally preceded by words such as "may", "future,"
"plan" or "planned", "will" or "should", "expected", "anticipates,"
"draft", "eventually" or "projected." You are cautioned that such statements are subject to
a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those
projected in the forward-looking statements, including the risks that actual results may differ materially from those projected
in the forward-looking statements as a result of various factors, and other risks identified in the Company's 10-K for the
fiscal year ended January 31, 2016 and other filings made by the Company with the Securities and Exchange Commission.
Contact:
Carl
Wolf
Chairman
and CEO
MamaMancini's
Holdings, Inc.
Stock
Symbol: MMMB
973-985-0280
www.mamamancinis.com
carl@mamamancinis.com

text: MamaMancini

text: MamaMancini's Holdings, Inc.

text: MamaMancini

text:
Joseph Epstein Food
Enterprises, Inc.

text: MamaMancini

text: MamaMancini

text:
Carl
Wolf

text:
MamaMancini's
Holdings, Inc.


text:
EX-99.1
2
a05-21657_1ex99d1.htm
EXHIBIT 99
Exhibit 99.1
For Immediate Release
Contact:
Danny Wright
Bob Bintliff
CEO
Chief Financial Officer
Benefit Marketing
Solutions
Precis, Inc.
405-579-8525
972-343-6501
Annemarie Marek
Joe Diaz
Marek & Company
Lytham Partners
469-235-2166
480-675-0400
Precis Agrees To
Sale of Foresight Club
to Benefit
Marketing Solutions
December 12, 2005
- Grand Prairie, Texas- Precis, Inc.
(Nasdaq: PCIS), a provider of access to affordable healthcare products and
services to the ever growing number of uninsured and/or underinsured in the
United States, announced today that it has agreed to a transaction whereby
Benefit Marketing Solutions (BMS), a privately-held Oklahoma company, acquires
substantially all of the operating assets of Precis' Foresight Club division.
Foresight Club has designed and offered
membership programs for rental-purchase companies, financial organizations,
employer groups, retailers and association-based organizations since 1989. These membership programs are sold as part
of a point-of-sale transaction or through direct marketing efforts. It was acquired by Precis in 2000.
Certain BMS principals, Danny Wright, CEO,
Brett Wimberley, Chief Operating Officer and Susan Matthews, Chief Marketing
Officer, were closely involved in the formation and management of Foresight
prior to its acquisition by Precis.
Together they have also been instrumental in the growth of BMS to its
present position as the largest club provider in the Rent-to-Own (RTO)
arena. The company markets through more
than 3,500 retail store locations in the U.S. and Puerto Rico.
"The divestiture of our Foresight Club
division represents another step in our turnaround efforts and allows us to
sharpen our focus on our core health care related business. We are confident that our existing Foresight
clients and members will be well served by BMS because of the collective
experience of BMS management with Foresight and their knowledge of the
products, systems and operational methods employed in that business", said Bob
Bintliff, Precis CFO.
"We intend to combine the strengths of each
entity to deliver increased value and more efficient service to both Foresight
and BMS clients. BMS will integrate the
operations of the two companies and consolidate its administrative and
marketing functions at its BMS headquarters", Wright said.
The effective date of the transaction is
December 1, 2005.
About Precis Inc.
Precis, Inc. and its subsidiaries market
non-insurance health care savings programs, provide third party administration
services to self funded employer groups and market a line of nutraceuticals.
For more information on Precis, and its subsidiaries visit www.precis-pcis.com.
About Benefit
Marketing Solutions
Benefit Marketing Solutions is headquarted in
Norman, Oklahoma and has offices in Dallas and St. Louis. Its main office is located at 900 36
th
Ave. NW, Suite 105, Norman, OK, 73072.
405-579-8525.
###

text: Danny Wright

text: Bob Bintliff

text:
Benefit Marketing
Solutions

text: Precis, Inc.

text: Precis

text:
Benefit
Marketing Solutions

text: Precis, Inc.

text: Benefit Marketing Solutions

text: Precis

text: Foresight Club division

text: Precis

text: Danny Wright

text: Brett Wimberley

text: Susan Matthews

text: Precis

text:
Foresight Club
division

text:
Bob
Bintliff

text: Precis

text: Precis, Inc.

text: Precis

text:
Benefit
Marketing Solutions

text: Benefit Marketing Solutions


text:
EX-99.2
4
cmw3816b.htm
PRESS RELEASE
NEWS for Immediate
Release
Enodis Offer Update:
Scheme Effective
MANITOWOC, Wis.
- October
27, 2008 - Further to the announcement dated October 24, 2008, The Manitowoc Company,
Inc. (NYSE: MTW) and Enodis plc (L: ENO) are pleased to announce that the Court Orders
relating to the Scheme of Arrangement and associated Reduction of Capital have now been
delivered to the Registrar of Companies (and, in relation to the Reduction Court Order,
such order has been registered by the Registrar of Companies), and accordingly the Scheme
has now become effective in accordance with its terms.
The latest date for despatch of
cheques and crediting of CREST accounts for cash consideration due under the Scheme will
be November 10, 2008.
Terms defined in the Scheme Document
shall have the same meaning(s) when used in this announcement.
Enquiries:
Enodis plc
+1 727 569
1183
Dave McCulloch (Chief Executive Officer)
Dave Wrench (Chief Financial Officer)
Rothschild (Financial Adviser to
Enodis)
+44 (0) 20 7280 5000
Robert Leitao
Paul Simpson
Ravi Gupta
Financial Dynamics (PR Adviser to
Enodis)
+44 (0) 20 7269 7186/7113
Richard Mountain
Andrew Lorenz
The Manitowoc Company, Inc.
Carl J.
Laurino (Senior Vice President & Chief Financial Officer)
+1 920 652 1720
JPMorgan Cazenove (Financial Adviser
to Manitowoc)
+44 (0) 20 7588 2828
Mark Breuer
Dwayne Lysaght
Niklas Kloepfer
Rothschild, which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting exclusively
for Enodis and no one else in connection with the Acquisition and will not be responsible
to anyone other than Enodis for providing the protections afforded to the customers of
Rothschild nor for providing advice in relation to the Acquisition or any other matter
referred to herein.
JPMorgan Cazenove, which is regulated
in the United Kingdom by the Financial Services Authority, is acting for Manitowoc and MTW
County and no one else in connection with the Acquisition and will not be responsible to
anyone other than Manitowoc and MTW County for providing the protections afforded to
customers of JPMorgan Cazenove or for providing advice in relation to the Acquisition or
any other matter referred to in this document.

text: Rothschild

text: JPMorgan Cazenove

text: Rothschild

text: Rothschild

text: JPMorgan Cazenove

text: JPMorgan Cazenove


text:
EX-99.1
2
tm2018740d2_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
PRESS RELEASE
AbbVie Completes Transformative Acquisition of Allergan
·
Creates biopharmaceutical company with leadership positions in key therapeutic areas: Immunology, Hematologic Oncology,
Neuroscience, and Allergan Aesthetics
·
Robust portfolio of on-market and pipeline assets well-positioned for sustainable long-term growth
·
Provides immediate scale and profitability to AbbVie's Growth Platform (ex-Humira)
·
Elects Thomas C. Freyman to its Board of Directors
NORTH CHICAGO, Ill.,
May 8, 2020 - AbbVie (NYSE:
ABBV), a research-based global biopharmaceutical company, announced today that it has completed its acquisition of Allergan plc
following receipt of regulatory approval from all government authorities required by the transaction agreement and approval by
the Irish High Court.
"We are pleased to reach this important milestone for
the Company, its employees, shareholders and the patients we serve" said Richard A. Gonzalez, chairman and chief executive
officer, AbbVie. "Our new Allergan colleagues should be commended for all their efforts, along with those of our own employees,
to achieve this turning point for our Company. The new AbbVie will be a well-diversified leader in many important therapeutic categories,
with both on-market and pipeline assets, and our financial strength will allow us to continue to invest in innovative science and
continue to serve unmet medical needs of patients that rely upon us. I am proud of both organizations and look forward to the opportunities
ahead."
Well-Positioned
for Long-Term Growth in Key Therapeutic Areas
The
transaction significantly expands and diversifies AbbVie's revenue base and complements existing leadership positions in
Immunology, with Humira
®
, and recently launched Skyrizi
TM
and Rinvoq
TM
, and Hematologic
Oncology, with Imbruvica
®
and Venclexta
®
. Allergan provides new growth opportunities in Neuroscience,
with Botox
®
Therapeutics, Vraylar
®
and Ubrelvy
TM
and a global aesthetics business, with
leading brands including Botox
®
and Juvederm
®
.
This diversified on-market portfolio will drive the
existing AbbVie growth platform (ex-Humira) to approximately $30 billion in revenues in full year 2020, with combined
revenues of approximately $50 billion. It also positions the Company for enhanced long-term growth potential, a growing
dividend and investment in innovation in each of its therapeutic categories. The Company anticipates rapidly paying down the
incremental debt with its increased operating cash flows.
Additionally, in connection with the closing of the transaction,
the AbbVie Board of Directors has elected Thomas C. Freyman, retired Executive Vice President and Chief Financial Officer, Abbott
to join the AbbVie board. Mr. Freyman recently served on the Allergan Board of Directors.
Financial Terms
Under the terms of the transaction agreement, Allergan shareholders
will receive 0.8660 AbbVie shares and $120.30 in cash for each Allergan share, for a total consideration of $193.23 per Allergan
share (based on the closing price of AbbVie's common stock of $84.22 on May 7, 2020). Allergan common stock ceased trading
on the New York Stock Exchange as of the close of trading today.
About AbbVie
AbbVie's mission is to discover and
deliver innovative medicines that solve serious health issues today and address the medical challenges of tomorrow. We strive
to have a remarkable impact on people's lives across several key therapeutic areas: immunology, oncology, neuroscience,
eye care, virology, women's health and gastroenterology, in addition to products and services across its Allergan Aesthetics
portfolio. For more information about AbbVie, please visit us at
www.abbvie.com.
Follow
@abbvie
on
Twitter
,
Facebook
,
Instagram
,
YouTube
and
LinkedIn
.
Forward-Looking Statements
This announcement contains certain forward-looking
statements, including with respect to AbbVie's acquisition of Allergan (the "acquisition") and the combined
group's estimated or anticipated future business, performance and results of operations and financial condition,
including estimates, forecasts, targets and plans for the combined group. The words "believe,"
"expect", "anticipate", "project" and similar expressions, among others, generally
identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause
actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties
include, but are not limited to, failure to realize the expected benefits of the acquisition, including the synergies and
value creation contemplated by the acquisition, failure to promptly and effectively integrate Allergan's businesses,
negative effects relating to the consummation of the acquisition on the market price of
AbbVie's shares of common
stock, significant transaction costs and/or unknown or inestimable liabilities, potential litigation associated with the
acquisition, the combined group's inability to retain key personnel, general economic and business conditions that
affect the combined group, changes in global, political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or
disposals, competitive developments and the impact of public health outbreaks, epidemics or pandemics, such as COVID-19.
These forward-looking statements are based on numerous assumptions and assessments made in light of AbbVie's experience
and perception of historical trends, current conditions, business strategies, operating environment, future developments and
other factors it believes appropriate. By their nature, forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this announcement could cause AbbVie's plans with respect to
Allergan or AbbVie's actual results, performance or achievements, industry results and developments to differ
materially from those expressed in or implied by such forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations
will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date of this announcement. Additional information about economic,
competitive, governmental, technological and other factors that may affect AbbVie is set forth in AbbVie's periodic
public filings with the U.S. Securities and Exchange Commission, including, but not limited to, AbbVie's Annual Report
on Form 10-K for the year ended December 31, 2019 as updated by its subsequent Quarterly Reports on Form 10-Q, and, from time
to time, AbbVie's other investor communications, in each case, the contents of which are not incorporated by reference
into, nor do they form part of, this announcement.
Any forward-looking statements in this announcement are
based upon information available to AbbVie and/or its board of directors as of the date of this announcement and, while believed
to be true when made, may ultimately prove to be incorrect. Subject to any obligations under applicable law, neither AbbVie nor
any member of its board of directors undertakes any obligation to update any forward-looking statement whether as a result of
new information, future developments or otherwise, or to conform any forward-looking statement to actual results, future events,
or to changes in expectations. All subsequent written and oral forward-looking statements attributable to AbbVie or its board
of
directors or any person acting on behalf of them are expressly qualified in their entirety by this paragraph.
###
Media:
Adelle Infante
(847) 938-8745
Investors:
Liz Shea
(847) 935-2211

text: AbbVie

text: Allergan

text: Allergan

text: AbbVie

text: AbbVie

text: Allergan

text: Richard A. Gonzalez

text: AbbVie

text: Allergan

text: AbbVie

text: AbbVie

text: Allergan

text: AbbVie

text: AbbVie

text: AbbVie

text: Allergan

text: Allergan

text: AbbVie

text: Allergan

text: Allergan

text: AbbVie

text: Allergan

text: AbbVie

text: AbbVie

text: Allergan

text: AbbVie

text: AbbVie

text: Allergan

text: Allergan

text: AbbVie

text: AbbVie

text: AbbVie

text: Allergan

text: AbbVie

text: AbbVie

text: AbbVie

text: AbbVie

text: AbbVie

text: AbbVie

text: AbbVie

text: AbbVie


text:
EX-99.1
3
kaman_press.htm
EXHIBIT 99.1 - PRESS ANNOUNCEMENT
kaman_press.htm
Exhibit
99.1
Kaman
Corporation
Bloomfield,
CT 06002
(860)
243-7100
NEWS
KAMAN
KAMAN
ACQUIRES BROOKHOUSE HOLDINGS, LIMITED
BLOOMFIELD, Connecticut (June 12,
2008
) - Kaman Corp. (NASDAQ-GS:KAMN) today announced that its subsidiary,
Kaman Aerospace Group, Inc. has acquired Brookhouse Holdings, Limited, a leader
in the design and manufacture of composite aerostructures, aerospace tooling,
and repair and overhaul services based in Darwen, Lancashire,
England. The purchase price was 43 million pounds sterling ($85.1
million based on an exchange rate of 1.98) in cash, and was funded by borrowings
through Kaman's revolving credit agreement. The Company expects the
acquisition to be neutral to its earnings per share in 2008 and slightly
accretive in 2009.
Neal
J. Keating, chairman, president and chief executive officer of Kaman Corp.,
said, "This is an excellent acquisition for Kaman that furthers many of our
strategic goals for the Aerostructures segment. Brookhouse has
developed a reputation as a leading edge technology composites company, has
solid growth prospects, and brings with it strong relationships with prime
manufacturers in both the military and commercial markets. The
acquisition accelerates the Aerostructures segment's overall growth, further
diversifies our platform positions in both the military and commercial markets,
and significantly enhances our position in the higher-growth markets for
composite structures. Most importantly, Brookhouse brings with it a
strong management team and dedicated employees skilled in aerospace design and
manufacturing".
Founded
in 1951, Brookhouse generated sales of $54.9 million for the fiscal year ended
September 30, 2007, has approximately 450 employees at two sites and operates in
three businesses units:
-
Composites
- The composites business is an aerostructures company that has developed
a proprietary out of autoclave resin infusion process for use on two high
profile programs with Airbus and Boeing. Beyond these two
platforms, which will help drive additional growth in this business, the
composites business has a diversified customer base, with components
placed on a number of other platforms including the Airbus A320 family,
Airbus A330/340, F-35 (Joint Strike Fighter) and
Eurofighter.
-
Tooling
- The tooling business is a premier designer and manufacturer of composite
molding and assembly tooling for the aerospace industry and has a
diversified customer base throughout Europe. Assembly tooling
is for aircraft structures; airframe and engine handling; and ground
support equipment.
-
After-Market
Services - The after-market services unit is primarily a supplier to the
aerospace industry, in support of British military
platforms. Capabilities include repair, reverse engineering and
sheet metal details and assemblies for platforms such as Tornado, Harrier
and Hawk.
Sales
to the military represent slightly more than half of Brookhouse's sales, with
the remainder representing sales to the commercial market. Sales for
OEM's represent approximately two thirds of total sales, with aftermarket sales
representing the remaining third.
Brookhouse's
senior management team, including Chief Executive Richard Thorley, have agreed
to continue their employment with Kaman. Brookhouse will become part
of the Company's aerostructures segment.
Mr.
Keating, added, "This acquisition is a great fit for Kaman and supports our
strategy of supplementing our organic growth with targeted, strategic
transactions. It expands our presence onto a number of additional
platforms with solid growth prospects. The tooling business adds a
significant capability to our portfolio and a diversified customer base, and the
after-market services business will increase our capabilities in the higher
margin repair and overhaul business. Finally, I am pleased that
Richard and his team have agreed to become part of the Kaman family for the
long-term, and look forward to working with them".
Brookhouse
Chief Executive Richard Thorley said, "We are excited to be joining the Kaman
organization. Kaman is an excellent home for Brookhouse and we look
forward to being part of a dynamic forward-looking aerospace company where their
scale and added credibility will support us as we execute our growth
strategy. We envisage significant strategic benefits from this
combination and our employees and seasoned management team are prepared to
capitalize on those benefits".
Additional
information about Brookhouse can be obtained from the company's website at
www.brookhouse.net.
Kaman
Corp., headquartered in
Bloomfield
, Connecticut, conducts
business in the aerospace and industrial distribution markets.
Forward Looking
Statements
This
press release includes forward-looking information related to the company's
aerospace business that involves uncertainties that may cause actual results to
differ materially from expectations. These uncertainties include, but
are not limited to, the failure to (i) retain key employees, (ii) receive
customer consents to change in control where contractually required, (iii)
accurately predict the financial contribution of the acquisition, the costs
associated therewith, market acceptance and demand, (iv) retain current
contracts, (v) successfully market services and products, and (vi) successfully
integrate the acquisition. Other factors that could impact Kaman's operations
and results are described under the heading "Item 1A. Risk Factors" in Kaman's
most recent annual report on Form 10-K, quarterly report on Form 10-Q and other
filings with the Securities and Exchange Commission. Kaman is under
no duty to update any of the forward-looking statements to conform such
statements to actual results or events and does not intend to do
so.
###
Contact:
Eric
B. Remington
VP,
Investor Relations
(860)
243-6334
eric.remington@kaman.com

text: Kaman

text: KAMAN

text: KAMAN

text: BROOKHOUSE HOLDINGS, LIMITED

text: Kaman Corp.

text: Kaman Aerospace Group, Inc.

text: Brookhouse Holdings, Limited

text: Kaman

text:
Neal
J. Keating

text: Kaman Corp.

text: Kaman

text: Kaman

text: Kaman

text: Kaman

text: Kaman

text: Kaman

text:
Kaman
Corp.

text: Kaman

text: Kaman

text: Kaman

text:
Eric
B. Remington


text:
EX-99.1
4
exhibit991.htm
PRESS RELEASE
BP[jobnumber] -- Cross Country -- Exhibit 99.1
Exhibit 99.1
N
EWS
FOR IMMEDIATE RELEASE
CROSS COUNTRY HEALTHCARE COMPLETES ACQUISITION
OF MEDICAL DOCTOR ASSOCIATES
BOCA RATON, Fla. - September 9, 2008 -
Cross Country Healthcare, Inc. (Nasdaq: CCRN) announced today that it has completed its previously announced acquisition of substantially all of the assets of privately-held MDA Holdings, Inc. (MDA) and its subsidiaries for $112.3 million in cash, plus additional earn-out payments based on 2008 and 2009 performance criteria, and subject to a working capital adjustment. The Company expects this acquisition to be accretive to its 2008 earnings by approximately $0.02 per diluted share.
Headquartered in Norcross, Georgia, MDA provides multi-specialty locum tenens (physician) and allied staffing services to the healthcare industry in all 50 states. MDA was an ESOP-owned company, and in 2007, had revenue of $158.0 million and Adjusted EBITDA of $13.3 million. MDA's Adjusted EBITDA, a non-GAAP financial measure, is defined for purposes of this press release as its earnings before interest expense, income taxes, depreciation and amortization as adjusted for certain pro forma and/or non-recurring expense items.
In conjunction with this transaction, Cross Country Healthcare entered into a $200 million syndicated credit facility with Wachovia Capital Markets, LLC and certain of its affiliates, Banc of America Securities, LLC, and certain other lenders. Pursuant to this financing, the Company amended and kept in place its existing $75.0 million revolving credit facility and entered into a new $125.0 million 5-year term loan, from which the proceeds were used to finance the acquisition and for future general corporate purposes.
Cross Country Healthcare, Inc. is a leading provider of nurse and allied staffing services in the United States, a national provider of multi-specialty locum tenens (physician) and allied staffing services, a provider of clinical trials services to global pharmaceutical and biotechnology customers, as well as a provider of other human capital management services focused on healthcare. The Company has approximately 5,000 contracts with hospital, healthcare providers, pharmaceutical and biotechnology customers, and other healthcare organizations. Copies of this and other news releases as well as additional information about Cross Country Healthcare can be obtained online at
www.crosscountryhealthcare.com
. Shareholders and prospective investors can also register at the corporate website to automatically receive the Company's press releases, SEC filings and other notices by e-mail.
In addition to historical information, this press release contains statements relating to our future results (including certain projections and business trends) that are "forward-looking statements" 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 (the "Exchange Act"), and are subject to the "safe harbor" created by those sections. Forward-looking statements consist of statements that are predictive in nature, depend upon or refer to future events. Words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", "suggests", "seeks", "will" and variations of such words and similar expressions intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include, without limitation, the following: our ability to attract and retain qualified nurses and other healthcare personnel, costs and availability of short-term leases for our travel nurses, demand for the healthcare services we provide, both nationally and in the regions in which we operate, the functioning of our information systems, the effect of existing or future government regulation and federal and state legislative and enforcement initiatives on our business, our clients' ability to pay us for our services, our ability to successfully implement our acquisition and development strategies, the effect of liabilities and other claims asserted against us, the effect of competition in the markets we serve, our ability to successfully defend the Company, its subsidiaries, and its officers and directors on the merits of any lawsuit or determine its potential liability, if any, and other factors set forth in Item 1A. "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, and our other Securities and Exchange Commission filings made during 2008.
Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results and readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date of this press release. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors' likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. The Company undertakes no obligation to update or revise forward-looking statements. All references to "we", "us", "our", or "Cross Country" in this press release mean Cross Country Healthcare, Inc., its subsidiaries and affiliates.
# # #
For further information, please contact:
Howard A. Goldman
Director/Investor & Corporate Relations
Phone: 877-686-9779
Email:
hgoldman@crosscountry.com
6551 Park of Commerce Blvd., Boca Raton, FL 33487
Tel: (800) 347-2264 Fax: (561) 998-8533 www.crosscountry.com

text: CROSS COUNTRY HEALTHCARE

text: Cross Country Healthcare, Inc.

text: MDA Holdings, Inc.

text: Cross Country Healthcare

text: Cross Country Healthcare, Inc.

text: Cross Country Healthcare

text: Cross Country Healthcare, Inc.

text: Howard A. Goldman


text:
EX-99.1
2
pcbclosing-07x02x18.htm
EXHIBIT 99.1
Exhibit
FOR IMMEDIATE RELEASE
July 2, 2018
HERITAGE FINANCIAL CORPORATION ANNOUNCES
COMPLETION OF ACQUISITION OF PREMIER COMMERCIAL BANCORP
Olympia, WA / July 2, 2018 / PR Newswire / - (NASDAQ:HFWA) Heritage Financial Corporation ("Heritage"), the parent company of Heritage Bank, announced that effective July 2, 2018, it completed its previously announced acquisition of Premier Commercial Bancorp ("Premier Commercial"), Hillsboro, Oregon and the merger of Premier Community Bank, the bank subsidiary of Premier Commercial, into Heritage Bank.
Brian L. Vance, Chief Executive Officer of Heritage and Heritage Bank, stated, "We welcome Premier Community Bank's customers and employees to Heritage Bank and look forward to continuing to provide excellent service and quality products to each of them. We are pleased to have the opportunity to partner with Premier Community Bank and expand our presence in the Portland market".
Heritage will issue an aggregate of 2,848,651 shares of its common stock in the transaction. Under the terms of the merger agreement, shareholders of Premier Commercial immediately prior to the merger will receive 0.4863 shares of Heritage's common stock with cash to be paid in lieu of any fractional shares. Premier Commercial shareholders will receive information shortly on how to exchange their Premier Commercial shares for Heritage shares.
About Heritage
Heritage Financial Corporation is an Olympia-based bank holding company with Heritage Bank, a full-service commercial bank, as its sole wholly-owned banking subsidiary. Including the former Premier Community Bank branches, Heritage Bank has a branching network of 65 banking offices in Washington and Oregon. Heritage Bank also does business under the Central Valley Bank name in the Yakima and Kittitas counties of Washington and under the Whidbey Island Bank name on Whidbey Island. Heritage's stock is traded on the NASDAQ Global Select Market under the symbol "HFWA". More information about Heritage Financial Corporation can be found on its website at www.hf-wa.com and more information about Heritage Bank can be found on its website at www.heritagebanknw.com.
Note Regarding Forward Looking Statements
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as "may", "expected", "anticipate", "continue", or other comparable words. In addition, all statements other than statements of historical facts that address activities that Heritage expects or anticipates will or may occur in the future are forward-looking statements. Readers are encouraged to read the Securities and Exchange Commission reports of Heritage Financial Corporation, particularly the Form S-4 and its Form 10-K for the year ended December 31, 2017, for meaningful cautionary language discussing why actual results may vary materially from those anticipated by management. Specific risks in this press release include among other things: the expected cost savings, synergies and other financial benefits from the merger with Premier Commercial might not be realized within the expected time frames or at all, and costs or difficulties relating to integration matters might be greater than expected.
Contact
Brian L. Vance, Chief Executive Officer, (360) 943-1500

text: HERITAGE FINANCIAL CORPORATION

text: PREMIER COMMERCIAL BANCORP

text: Heritage Financial Corporation

text: Premier Commercial Bancorp

text: Brian L. Vance

text: Heritage Financial Corporation

text: Heritage Financial Corporation

text: Heritage Financial Corporation

text: Brian L. Vance


text:
EX-99.1
3
d315930dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
S&P Global and IHS Markit Complete Merger
NEW YORK, February
28, 2022 -
S&P Global (NYSE: SPGI) and IHS Markit (NYSE: INFO) today announced the completion of their
merger. The Company plans to issue a separate press release and Form 8-K today after the US market close that include additional information, recast pro forma operating results and 2022 financial guidance.
The Company will hold a conference call to discuss the merger close with investors on Tuesday, March 1, 2022, at 8:00am ET.
Dial-in
details will be provided in the above-mentioned press release to be issued after the close of the market.
About S&P Global
S&P Global (NYSE: SPGI)
provides essential intelligence. We enable governments, businesses and individuals with the right data, expertise and connected technology so that they can make decisions with conviction. From helping our customers assess new investments to guiding
them through ESG and energy transition across supply chains, we unlock new opportunities, solve challenges and accelerate progress for the world.
We are
widely sought after by many of the world's leading organizations to provide credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. With every one of our offerings, we help the
world's leading organizations plan for tomorrow, today. For more information, visit
www.spglobal.com
.
Contacts:
Investor Relations:
IHS Markit
Eric Boyer
Tel: +1 303 397 2969
eric.boyer@ihsmarkit.com
S&P Global
Mark Grant
Tel: + 1 347 640 1521
mark.grant@spglobal.com
Media:
S&P Global
Ola Fadahunsi
Tel: +1 332 210 9935
ola.fadahunsi@spglobal.com
S&P Global
Christopher Krantz
+44 (0) 20 7176 0060 (office)
christopher.krantz@spglobal.com
Forward-Looking Statements:
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about future business and
operating results, the industry and markets in which S&P Global Inc. (the "Company") and IHS Markit Ltd. ("IHS Markit") operate and beliefs of and assumptions made by the Company's management and IHS Markit management,
involve uncertainties that could significantly affect the financial or operating results of the Company, IHS Markit or the combined company. Words such as "expects", "anticipates", "intends", "plans,"
"believes", "seeks", "will, " "should", "may", "projects", "could", "would", "target", "estimates" or variations of such words and other similar
expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Such forward-looking statements include, but are not limited
to, projections of earnings, statements regarding the anticipated completion of the merger, statements of plans for future operations or expected revenues, statements about the benefits of the merger, including future financial and operating results
and cost and revenue synergies, the combined company's plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future -
including statements relating to creating value for shareholders, benefits of the merger to shareholders, employees, customers and other constituents of the combined company, the outcome of contingencies, future actions by regulators, changes in
business strategies and methods of generating revenue, the development and performance of each company's services and products, integrating our companies, cost savings, the expected timetable for completing the merger, general conditions in the
geographic areas where we operate and our respective effective tax rates, cost structure, dividend policy, cash flows or liquidity - are forward-looking statements.
These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to differ
materially from those expressed in such forward-looking statements. We can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such
forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with: (
i
) uncertainty relating to the impact of the integration of the businesses of
the Company and IHS Markit, including potential adverse reactions or changes to business relationships resulting from the integration and increased cyber risks during the integration; (ii) the ability of the Company to successfully integrate
IHS Markit's operations and retain and hire key personnel; (iii) the ability of the Company to implement its plans, forecasts and other expectations, including with respect to IHS Markit's business and to realize expected synergies;
(iv) business disruption following the transaction with IHS Markit; (v) economic, financial, political and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility,
including the United Kingdom's withdrawal from the European Union, natural
and man-made disasters,
civil unrest, pandemics (e.g.,
COVID-19
and its
variants
(the "COVID-19 pandemic")),
geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current U.S.
administration; (vi) the ability of the Company to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, data breach,
power loss, telecommunications failure or other natural
or man-made event,
including the ability to function remotely during long-term disruptions such as
the COVID-19 pandemic;
(vii) the impact of public health crises, such as pandemics (including
the COVID-19 pandemic)
and epidemics and any
related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, "shelter
in place", "stay at home", workforce reduction, social distancing, shut down or similar actions and policies; (viii) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries;
(ix) changes in debt and equity markets, including credit quality and spreads; (x) demand for investment products that track indices and assessments, and trading volumes of certain exchange-traded derivatives; (xi) changes in
financial markets, capital, credit and commodities markets and interest rates; (xii) the possibility that the integration of IHS Markit may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
(xiii) the parties' ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; (xiv) the outcome of the previously announced offers to
exchange any and all outstanding notes issued by IHS Markit for new notes to be issued by the Company and the solicitations of consents to adopt certain proposed amendments to each of the
indentures governing the IHS Markit notes; and (xv) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission by the Company and IHS Markit from time to time, including those discussed under the
heading "Risk Factors" in their respective most recently filed Annual Reports on
Form 10-K. While
the list of factors presented here is considered representative, this list should not be
considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material
adverse effect on the Company's or IHS Markit's consolidated financial condition, results of operations, credit rating or liquidity. Except to the extent required by applicable law or regulation, each of the Company and IHS Markit
disclaims any duty to update any forward-looking statements contained in this communication or to otherwise update any of the above-referenced factors.

text: S&P Global

text: IHS Markit

text: S&P Global

text: IHS Markit

text: S&P Global

text: S&P Global

text: IHS Markit

text: S&P Global

text: S&P Global

text: S&P Global

text: S&P Global

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit

text: IHS Markit


text:
EX-99
5
ex99-1.htm
EXBHIBIT 99.1
GREENMAN
TECHNOLOGIES
www.greenman.biz
News Release
FOR IMMEDIATE RELEASE
Contacts:
Chuck Coppa, CFO or Lyle Jensen, CEO
GreenMan Technologies, Inc. 781-224-2411
Investor Relations Contacts: John Nesbett or Jennifer Belodeau
Institutional Marketing Services (IMS), 203-972-9200
GreenMan Technologies Completes Divestiture
of Green Tech Products Subsidiary
-Company To Focus Exclusively on Diesel Dual
Fuel Conversion Business-
Lynnfield, MA -
August 2, 2011 --- GreenMan Technologies, Inc. (OTCQB:GMTI)
announced today that it has completed the sale of substantially
all of the assets of Green Tech Products, Inc., its molded recycled rubber products subsidiary located in Carlisle, Iowa, to Irish
Knight Holdings, L.L.C. Pursuant to the terms of the agreement, Irish Knight Holdings purchased substantially all assets and assumed
substantially all of Green Tech's liabilities (which were approximately $1.6 million at June 30, 2011) and provided additional
consideration in the form of a promissory note in the principal amount of $100,000 and $50,000 in inventory credits toward
the purchase of products and services.
Lyle Jensen, GreenMan's President and
Chief Executive Officer stated, "The divestiture of our Green Tech subsidiary simplifies our business structure and allows
us to focus our resources solely on the continued growth of our American Power Group ("APG") subsidiary. Our dual fuel
technology has generated significant interest domestically and internationally for use in both stationary and vehicular applications
and we believe this divestiture will enable us to align our efforts to capitalize on the growth opportunity that APG represents".
About GreenMan Technologies
GreenMan's alternative energy subsidiary,
American Power Group, Inc., provides a cost-effective patented dual fuel conversion technology for diesel engines and diesel generators.
American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines
into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and compressed natural
gas; (2) diesel fuel and liquid natural gas; (3) diesel fuel and well-head gas; and (4) diesel fuel and bio-methane, with the flexibility
to return to 100% diesel fuel operation at any time. The proprietary technology seamlessly displaces 40% to 60% of the normal diesel
fuel consumption and the energized fuel balance is maintained with a proprietary electronic controller system ensuring the engines
operate at engine manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models
and end-market applications requires no engine modifications unlike the more expensive invasive alternative fuel systems in the
market. See additional information at: www.greenman.biz. and www.americanpowergroupinc.com.
Caution Regarding Forward-Looking
Statements
With the exception of the historical
information contained in this news release, the matters described herein contain "forward-looking" statements that
involve risks and uncertainties that may individually or collectively impact the matters herein described, including but not limited
to the risk that we may not be able to complete the transactions described in this release, the fact that we have sold the tire
recycling operations which have historically generated substantially all our revenue; the risk that we may not be able to increase
the revenue or improve the operating results of our American Power Group division; the risk that we may not be able to return to
sustained profitability; the risk that we may not be able to secure additional funding necessary to grow our business, on acceptable
terms or at all; the risk that if we have to sell securities in order to obtain financing, the rights of our current stockholders
may be adversely affected; the risk that we may not be able to increase the demand for our products and services; the risk that
we may not be able to adequately protect our intellectual property; and risks of possible adverse effects of economic, governmental,
seasonal and/or other factors outside the control of the Company, which are detailed from time to time in the Company's SEC reports,
including our Annual Report on Form 10-K for the fiscal year ended September 30, 2010. The Company disclaims any intent or obligation
to update these "forward-looking" statements.

text:
GREENMAN
TECHNOLOGIES

text: Chuck Coppa

text: Lyle Jensen

text: GreenMan Technologies

text: GreenMan Technologies

text: Green Tech Products

text: GreenMan Technologies

text: Green Tech Products

text: Knight Holdings

text: Knight Holdings

text: Green Tech

text: Lyle Jensen

text: Green Tech

text: GreenMan Technologies


text:
EX-99.1
4
v098318_ex99-1.htm
Unassociated Document
Exhibit
99.1
FOR
IMMEDIATE RELEASE
BONDS.COM
GROUP, INC. COMPLETES $4.35 MILLION PRIVATE PLACEMENT AND MERGES INTO PUBLIC
SHELL
Boca
Raton, Florida - December 21, 2007 -
Bonds.com
Holdings, Inc. ("Bonds.com" or the "Company"), provider of pioneer comprehensive
zero subscription fee online platforms in the fixed income marketplace,
announced today
it
completed a reverse merger with IPORUSSIA, Inc. ("IPORUSSIA"), a
publicly traded shell company
(OTC BB:
IRUA).
On
November 2, 2007, Bonds.com completed a private placement of common stock and
warrants to certain accredited institutional investors and other high net worth
individuals for gross proceeds of $4.35 million. As part of the private
placement, Bonds.com issued a total of 1,314,135 shares of Bonds.com common
stock at a per share issuance price of $3.31, along with five-year warrants
to
purchase an additional 657,111 shares of common stock, exercisable at $4.14
per
share.
At
the
closing of the reverse merger, IPORUSSIA issued to Bonds.com's stockholders
57,542,704 shares of IPORUSSIA common stock, representing approximately 94.4%
of
the post closing outstanding shares of IPORUSSIA, in exchange for all of
Bonds.com's outstanding ordinary shares. Additionally, IPORUSSIA issued warrants
to purchase 4,942,264 shares of IPORUSSIA common stock, exercisable at $0.66
per
share, in exchange for existing warrants to purchase ordinary shares of
Bonds.com. Bonds.com expects to have approximately 60,932,551 shares of common
stock outstanding and approximately 67,767,627 shares outstanding on a fully
diluted basis.
Keating
Securities, LLC acted as exclusive placement agent to Bonds.com in the private
placement offering and Keating Investments, LLC acted as sole financial advisor
to IPORUSSIA in the reverse merger. Feldman
Weinstein & Smith LLP and David M. Becker of Rele & Becker, LLC acted as
legal counsel for the reverse merger.
Shortly
after the closing of the reverse merger, IPORUSSIA changed its corporate name
to
Bonds.com Group, Inc.
"We
are extremely pleased with this transaction and very optimistic about our
Company's future. The infusion of capital will provide Bonds.com the ability to
expand the scale of our already robust inventory and product line and launch
a
dynamic, multi-media marketing campaign to create maximum fixed income investor
awareness", stated John J. Barry, Bonds.com President and CEO. Mr. Barry further
stated, "We expect the online trading platform, combined with the tremendous
brand value of the domain name www.bonds.com,
to help Bonds.com immediately become a leader in the fixed income
marketplace".
About
Bonds.com Group, Inc.
Bonds.com
Group, Inc. (www.bondsfinancial.com)
serves institutional and self-directed individual investors by providing a
comprehensive zero subscription fee online platform, inventory from a wide
selection of competing sources, a user-friendly platform and robust educational
materials. With unmatched marketability of the domain name www.bonds.com,
commitment to key advertising initiatives and a team of experienced account
managers, Bonds.com is poised to redefine the $26.0 trillion fixed income
marketplace.
About
the Keating Companies
Founded
in 1997, Keating Investments, LLC (www.keatinginvestments.com)
is the
parent company of Keating Securities, LLC, a Denver-based broker-dealer and
FINRA member that provides a turnkey solution to private companies going public
via reverse merger. After Market Support, LLC is a wholly-owned subsidiary
of
Keating Investments, LLC that provides investor financial marketing services
to
public companies that have gone public via reverse merger or other alternatives
to an IPO.
Contact:
After
Market Support, LLC
Elizabeth
S. Sklaroff
Phone:
(720) 489-4916
elizabeth.sklaroff@aftermarketsupport.com
SAFE
HARBOR FOR FORWARD-LOOKING STATEMENTS
This
news release contains forward-looking statements, including statements that
include the words "believes", "expects", "anticipates", or similar expressions.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance, or
achievements of the Company to differ materially from those expressed or implied
by such forward-looking statements. Factors that may affect these
forward-looking statements include, among others, our ability to raise capital,
the decisions of third parties over which we have no control, the state of
the
telecommunications industry, technological changes and other factors set forth
from time to time in our public statements. This news release speaks as of
the
date first set forth above and the Company assumes no responsibility to update
the information included herein for events occurring after the date of this
news
release.
#
#
#
2

text:
Bonds.com
Holdings, Inc.

text: IPORUSSIA, Inc.