text:
EX-99.1
2
exhibit99-1_070114.htm
PRESS RELEASE DATED 07-01-14
exhibit99-1_070114.htm
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Kearny Federal Savings Bank
Completes Acquisition of Atlas Bank
FAIRFIELD, NEW JERSEY, July 1, 2014 - Kearny Financial Corp. (the "Company") (Nasdaq GM: KRNY), today announced that on June 30, 2014 its wholly owned subsidiary, Kearny Federal Savings Bank had completed its previously announced acquisition of Atlas Bank, a federally chartered mutual savings bank headquartered in Brooklyn, New York. In connection with the merger, the Company issued 1,044,087 shares of its common stock to Kearny MHC. As of March 31, 2014, Atlas had $116.2 million in assets and $85.3 million in deposits and operated from its main office in Brooklyn and a branch office in Staten Island. Atlas's former offices will continue to operate under the name "Atlas Bank, a division of Kearny Federal Savings Bank" for at least one year following the merger.
About Kearny Federal Savings Bank
Kearny Financial Corp. is the parent company of Kearny Federal Savings Bank. Kearny Federal Savings Bank operates from its administrative offices in Fairfield, New Jersey with 42 branches in Northern and Central New Jersey and Brooklyn and Staten Island, New York including 13 branches operating under the "Central Jersey Bank, a division of Kearny Federal Savings Bank" brand and two branches operating under the "Atlas Bank, a division of Kearny Federal Savings Bank" brand. Kearny is a full-service, community-oriented financial institution dedicated to serving the financial services needs of consumers and businesses within its market areas. At March 31, 2014, Kearny had approximately $3.4 billion in total assets.
Contact:
Craig L. Montanaro
President and Chief Executive Officer
Kearny Financial Corp.
(973) 244-4510

text: Kearny Federal Savings Bank

text: Atlas Bank

text: Kearny Federal Savings Bank

text: Atlas Bank

text: Atlas Bank

text: Kearny Federal Savings Bank

text: Kearny Federal Savings Bank

text: Kearny Federal Savings Bank

text: Kearny Federal Savings Bank

text: Kearny Federal Savings Bank

text: Atlas Bank

text: Kearny Federal Savings Bank

text: Craig L. Montanaro


dataset: buster

text:
EX-99.1
4
d79925exv99w1.htm
EX-99.1
exv99w1
Exhibit 99.1
5429 LBJ Freeway,
Suite 1000
Dallas, TX 75040
214-560-9000
Fax: (214) 560-9349
For immediate release
For further information contact:
Ray Schmitz
Executive Vice President and Chief Financial Officer
(214) 560-9308
ray.schmitz@dynamex.com
DYNAMEX INC. ANNOUNCES COMPLETION OF ACQUISITION
BY TRANSFORCE INC.
February 23, 2011 - Dallas, Texas
- Dynamex Inc. (NASDAQ: DDMX) (the "Company" or "Dynamex")
today announced the completion of its acquisition by TransForce Inc. ("TransForce").
The Company's President and Chief Executive Officer, James L. Welch, stated, "The completion of our
deal with TransForce marks an important milestone for Dynamex. We are excited to begin the next
chapter of our corporate growth and are proud to be joining the TransForce family. TransForce
recognized the value proposition we have developed over the last 20 years and they share our vision
for growth and our commitment to customer service. Not only did this transaction deliver
significant value to our shareholders, it is a strong endorsement of our business model and
provides significant new growth opportunities for both companies. Dynamex will benefit from the
experience, geographic reach and synergies provided by TransForce and we look forward to working
with Alain Bédard and his team to capitalize on the significant opportunities in the logistics
space."
Alain Bédard, Chairman, President and Chief Executive Officer of TransForce, added "Dynamex adds a
highly respected brand to our Package and Courier capability. Its same-day delivery enhances
service to existing customers while the combination of TransForce and Dynamex constitutes a
powerful offering to potential new clients. Importantly, incorporating Dynamex's services will open
doors for TransForce in the U.S. market. We are confident that the combination of TransForce and
Dynamex will yield attractive synergies with our existing divisions and will create value for our
shareholders".
Pursuant to the terms of the merger agreement, the Company's stockholders are entitled to receive
$25.00 in cash, without interest, less any applicable withholding taxes, for each share of Dynamex
common stock owned by them. As a result of the merger, the Company's common stock will no longer be
listed for trading on NASDAQ.
Stockholders of record will receive a letter of transmittal and instructions on how to surrender
their shares of Dynamex common stock in exchange for the merger consideration. Stockholders of
record should wait to receive the letter of transmittal before surrendering their shares.
* * *
ABOUT DYNAMEX
Dynamex is the leading provider of same-day delivery and logistics services in the United States
and Canada. Additional press releases and investor relations information is available at
www.dynamex.com
.
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements that involve numerous risks and uncertainties.
The statements contained in this communication that are not purely historical are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
including, without limitation, statements regarding the expected benefits of the transaction and
Dynamex's expectations, beliefs and intentions. All forward-looking statements included in this
communication are based on information available to Dynamex on the date hereof. In some cases you
can identify forward-looking statements by terminology such as "may", "can", "will", "should,"
"could", "expects", "plans", "intends", "anticipates", "believes", "estimates', "predicts,"
"projects", "targets", "goals", or variations of such words, similar expressions, or the negative
of these terms or other comparable terminology. No assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any of them do so,
what impact they will have on our results of operations or financial condition. Accordingly,
actual results may differ materially and adversely from those expressed in any forward-looking
statements. There are various important factors that could cause actual results to differ
materially from those in any such forward-looking statements, many of which are beyond Dynamex's
control. These factors include (A) changes in laws or regulations, (B) changes in the financial or
credit markets or economic conditions generally and (C) other risks as are mentioned in reports
filed by Dynamex with the Securities and Exchange Commission from time to time. Dynamex does not
undertake any obligation to publicly release any revision to any forward-looking statements
contained herein to reflect events and circumstances occurring after the date hereof or to reflect
the occurrence of unanticipated events. Caution should be taken that these factors could cause the
actual results to differ from those stated or implied in this and other Dynamex communications.

label: organization

text: DYNAMEX INC.

text: TRANSFORCE INC.

text: Dynamex Inc.

text: TransForce Inc.

label: person

text: Alain Bédard

text: Alain Bédard

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
ex991.htm
OCTOBER 13, 2016 COMPANY PRESS RELEASE
ex991.htm
IGEX Announces acquisition of the Nemegosenda specialty metals and rare earth project in Ontario, Canada.
Chicago, Illinois/ OTC Disclosure & News Service/October 13, 2016
Indo Global Exchange(s) Pte, Ltd. (OTC Markets: IGEX) ("Indo Global" or the "Company"), announces the acquisition of the Nemegosenda specialty metals and rare earth project from Nio- Star Corporation, a Canadian subsidiary of Sarissa Resources Inc. (OTC Markets Pink: SRSR) ("Sarissa")
Under the terms of the acquisition, the Company will file a Form S-1 to facilitate a distribution of shares so that post-split, 95% of the Indo Global shares shall be held by existing Sarissa shareholders as of the record date, while 5% will be held by existing Indo Global shareholders. Sarissa shareholders will receive 1 new share of Indo Global for every 20 Sarissa shares held on the date of record. The Company intends to file for a name change to Niobium Technology Corporation, a symbol change to "NBTC", and for a 12,500:1 reverse split, for approval by the Financial Industry Regulatory Authority, Inc. ("FINRA").
Indo Global will own, outright, the Nemegosenda property - an approximately 1,800-acre property located near Chapeau, Ontario. Exploration and geological work have been completed by Dominion Gulf Company in the late 1950's and early 1960's, by Eastmaque Gold Mines/International Musto in the 1980's and more recently by Sarissa Resources Inc. In total, diamond drilling of 84 holes totaling over 15,500 meters has been completed. A historic estimate was prepared by G.E. "Red" Parsons for Dominion Gulf Company that indicated for the D Zone "20,000,000 tons of 0.47 percent Nb2O5 material in a block 600 by 800 feet in size and to depths up to 600 feet", based on Gulf's drilling and a 580 foot adit which penetrated 235 feet into the zone. A 36-tonne bulk sample on extracted to subsequently was used by The Colorado School of Mines Research Institute in a pilot plant where niobium extraction from the ore was consistently at the 85% to 90% leve1. An Economic Analysis of the project was completed in 1962 by B.J. Lerner for Dominion Gulf Company, which demonstrated the projects projected feasibility at that time.
The historical resources estimate, the historical feasibility and the historical metallurgical testing are based on data obtained by previous owners in the 1960s A qualified person, as defined under NI-43-101, has not done sufficient work to comment on the relevance or reliability of this historical estimate. The Company is not treating the historical estimate as, nor can the historical estimates be relied upon, as verification of current mineral resources or reserves.
Niobium, also known as columbium, is a rare metal primarily obtained from pyrochlore; a mineral found occurring in carbonatites. Well known for its use in steel alloys to add corrosion resistance and maintain high conductive properties, niobium's melting point of 2,468°C enables the metal's alloys to maintain their qualities at very high temperatures. Approximately 89% of worldwide niobium consumption is dedicated to the production of steel; while 9% is used in the production of "super alloys" and the final 2% is used in the development of superconductor applications within the technology, electronics, and medical industries.
John O'Shea, Director of Indo Global, commented, "We are very excited to have been able to acquire the Nemegosenda Project." Mr. O'Shea added "The landscape for niobium is rapidly changing, demand is strong and its uses continue to grow. According to industry sources, g
lobal demand for niobium is expected to grow at a compound annual growth rate of 7% through 2020.
With only 3 significant existing producers in the world, all of which have recently completed full or partial acquisition by Chinese interests, there is a growing concern about diversity of supply".
Dan Byrnes, the incoming CEO, stated "The Nemegosenda Project is uniquely suited to fill a growing need in the diversity of supply for niobium. The combination of a significant historical record of geological work completed, the inherent lower costs to mine a surface deposit, the location in a mining friendly jurisdiction close to all of the necessary infrastructure required for production and the use state-of-the-art separation and refining technology to produce a mix of both traditional and high-tech useful niobium and zirconium products, provides the Company with an exceptional opportunity".
Otto Pichler, incoming CFO, said "I am looking forward to the opportunity this acquisition brings to move the Nemegosenda project forward. The opportunities for niobium and zirconium production as well as other payables in this deposit are substantial. Our plans are to assemble a world class team that is suitable to develop this world-class deposit".
About Indo Global Exchange
Soon to be known as Niobium Technology Corporation - the Company will be exploiting the Nemegosenda niobium project to produce niobium and other specialty metals and rare earth elements.
For further information contact:
Niobium Technology Corporation
Telephone: +1-702-550-2347
Email:
ir@niotechcorp.com
Forward-Looking Statements Certain statements in this press release may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include projections of matters that affect revenue, operating expenses or net earnings; projections of growth; and assumptions relating to the foregoing. Such forward-looking statements are generally qualified by terms such as: "plans, "anticipates", "expects", "believes" or similar words of like kind. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or qualified. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking information. These factors are discussed in greater detail in the Company's business plan and filings with the OTC Markets.

text: IGEX

text: Indo Global Exchange(s) Pte, Ltd.

text: IGEX

text: Sarissa Resources Inc.

text: Sarissa Resources Inc.


text:
EX-99.1
2
exhibit99120200424.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
FOR RELEASE 5:30 PM ET, April 24, 2020
Contact: Robert S. Tissue, Executive Vice President & CFO
Telephone: (304) 530-0552
Email: rtissue@summitfgi.com
SUMMIT COMMUNITY BANK INC. COMPLETES ITS ACQUISITION OF FOUR WV EASTERN PANHANDLE BRANCH BANKING OFFICES
(MOOREFIELD, W.Va.) April 24, 2020 - Summit Financial Group, Inc. ("Summit") (NASDAQ: SMMF) today reported that its wholly-owned subsidiary, Summit Community Bank, Inc. has completed its previously announced acquisition of four branch banking offices of MVB Bank, Inc., a wholly-owned subsidiary of MVB Financial Corp. (NASDAQ: MVBF) located in the Eastern Panhandle of West Virginia. Three of the offices are in Berkeley County (651 Foxcroft Ave., Martinsburg; 231 Aikens Center, Martinsburg; and 5091 Gerrardstown Road, Inwood) and one is in Jefferson County (88 Somerset Boulevard, Charles Town).
"We are excited to welcome the clients and employees of the four former MVB Bank branches to the Summit Community Bank team", said Summit's President and Chief Executive Officer, H. Charles Maddy, III. "Summit is very excited by the prospects from this expansion of its presence in and commitment to the economically thriving Eastern Panhandle region", Maddy concluded.
About Summit Financial Group, Inc.
Summit Financial Group, Inc. is a $2.5 billion financial holding company headquartered in Moorefield, West Virginia. Summit provides community banking services primarily in the Eastern Panhandle, Southern and North Central regions of West Virginia and the Northern, Shenandoah Valley and Southwestern regions of Virginia, through its bank subsidiary, Summit Community Bank, Inc., which operates thirty-nine banking locations.

text: SUMMIT COMMUNITY BANK INC.

text: Summit Financial Group, Inc.

text: Summit Community Bank, Inc.

text: MVB Bank, Inc.

text: MVB Financial Corp.

text: Summit Financial Group, Inc.

text: Summit Financial Group, Inc.

text: Summit Community Bank, Inc.


text:
EX-99.1
2
a6099980ex991.htm
EXHIBIT 99.1
Exhibit 99.1
Tower
Completes Acquisition of Specialty Underwriters' Alliance, Inc
.
NEW YORK--(BUSINESS WIRE)--November 13, 2009--Tower Group, Inc.
("Tower"; NASDAQ: TWGP) announced today that it has completed the
acquisition of Specialty Underwriters' Alliance, Inc. ("SUA"; NASDAQ:
SUAI). The transaction is valued at $107 million based on Tower's
closing price. Tower announced a definitive agreement to acquire SUA on
June 22, 2009. All closing conditions have been met.
Michael Lee, President and Chief Executive Officer of Tower, stated, "We
are pleased to complete the acquisition of SUA. We are accomplishing
some important objectives with this transaction including the
strengthening of Tower's specialty business segment with an established
underwriting platform in the Midwest. On a pro forma basis as of
September 30, 2009, our stockholders' equity has increased to
approximately $1.1 billion, and our book value per share has increased
to approximately $23.50. We look forward to working with SUA's employees
in order to deliver substantial value to producers and customers through
our higher rating and broader range of products".
SUA is a specialty property and casualty insurance company providing
commercial insurance products through wholesale agents that serve niche
groups of insureds. These targeted segments require highly specialized
knowledge due to their unique risk characteristics. Examples include
transportation, professional employer organizations, alternative
staffing, and public entities. SUA produced $143 million of gross
premiums for the nine months ended September 30, 2009.
With the close of the transaction, SUA shares will be delisted from the
NASDAQ.
About Tower Group, Inc.
Tower Group, Inc. offers diversified property and casualty insurance
products and services through its operating subsidiaries. Its insurance
company subsidiaries offer insurance products to individuals and small
to medium-sized businesses through its network of retail and wholesale
agents and specialty business through program underwriting agents.
Tower's insurance services subsidiaries provide underwriting, claims and
reinsurance brokerage services to other insurance companies.
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This press release and any other
written or oral statements made by or on behalf of Tower may include
forward-looking statements that reflect Tower's current views with
respect to future events and financial performance. All statements other
than statements of historical fact included in this press release are
forward-looking statements. Forward-looking statements can generally be
identified by the use of forward-looking terminology such as "may,"
"will", "plan", "expect", "project", "intend", "estimate", "anticipate,"
"believe" and "continue" or their negative or variations or similar
terminology. All forward-looking statements address matters that involve
risks and uncertainties. Accordingly, there are or will be important
factors that could cause the actual results of Tower to differ
materially from those indicated in these statements. Please refer to
Tower's filings with the SEC, including among others Tower's Annual
Report on Form 10-K for the year ended December 31, 2008 and subsequent
filings on Form 10-Q, for a description of the important factors that
could cause the actual results of Tower to differ materially from those
indicated in these statements. Forward-looking statements speak only as
of the date on which they are made, and Tower undertakes no obligation
to update publicly or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise.
For more information visit Tower's website at
http://www.twrgrp.com/
CONTACT:
Tower Group, Inc.
Thomas Song, 212-655-4789
Managing
Vice President
tsong@twrgrp.com

text: Tower

text:
Specialty Underwriters' Alliance, Inc
.

text: Tower Group, Inc.

text: Tower

text: Specialty Underwriters' Alliance, Inc.

text: SUA

text: Tower

text: Tower

text: SUA

text: Michael Lee

text: Tower

text: SUA

text: Tower

text: SUA

text: SUA

text: SUA

text: SUA

text: Tower Group, Inc.

text: Tower Group, Inc.

text: Tower

text: Tower

text: Tower

text: Tower

text: Tower

text: Tower

text: Tower

text: Tower

text: Tower

text: Tower Group, Inc.


text:
EX-99.4
14
v078086_ex99-4.htm
Unassociated Document
IXI
Mobile, Inc. Announces the Closing of the Merger Between
Israel
Technology Acquisition Corp. and IXI Mobile
Redwood
City, CA; June 6, 2007 -
IXI
Mobile, Inc. (OTCBB: ISLTU.OB, ISLT.OB, ISLTW.OB) today announced the closing
of
the merger between Israel Technology Acquisition Corp. ("ITAC"), a specified
purpose acquisition corporation, and IXI Mobile, the maker of the Ogo™ family of
devices and services.
Under
terms of the agreement, ITAC acquired all outstanding shares of IXI Mobile,
and
has changed its name to IXI Mobile, Inc. The newly formed company will operate
through its subsidiary, IXI Mobile (USA). ITAC will continue trading on the
Over-The-Counter Bulletin Board, and has applied for a listing on the Nasdaq
Stock market.
About
IXI Mobile
Headquartered
in Redwood City, CA, IXI Mobile, Inc. offers solutions that bring innovative,
data-centric mobile devices and services to the mass market. IXI Mobile's Ogo
devices are designed to improve the mobile user experience and increase mobile
voice and data usage. The company provides a turn-key solution to mobile
operators and Internet service providers around he world to launch and support
Ogo products. For more information on IXI Mobile, please visit
www.ixi.com.
About
Israel Technology Acquisition Corp.
ITAC
is a
blank check company organized as a corporation under the laws of the State
of
Delaware on February 22, 2005. It was formed to effect a merger, capital
stock exchange, asset acquisition or other similar business combination with
an
unidentified operating business that has manufacturing operations or research
and development facilities located in Israel. On July 19, 2005, it
consummated an initial public offering of its equity securities from which
it
derived net proceeds of approximately $33,965,000, including proceeds from
the
exercise of the underwriters ' over-allotment option. Approximately $32,955,360
of the net proceeds of the initial public offering were placed in a trust
account upon consummation of the initial public offering. Such funds, with
the
interest earned thereon, will be released to ITAC upon consummation of the
merger, less any amount payable to ITAC's stockholders who properly exercise
their conversion rights.
About
Ogo
The
Ogo
family of devices delivers popular applications, including email, instant
messaging, SMS, RSS, voice and Web browsing on optimized, easy-to-use handheld
devices for a true on-the-go mobile messaging experience. Ogo was launched
by
mobile operators and Interned service providers around the world. More
information on Ogo is available at: www.ogo.com.
IXI
Mobile, Inc., 275 Shoreline Drive, Suite 505, Redwood City, California,
USA
http://www.ixi.com
Tel
+1.650.551.0600 Fax +1.650.551.0601, http://www.ogo.com
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act, with respect to ITAC's and IXI's
future financial or business performance, strategies and expectations.
Forward-looking statements are typically identified by words or phrases such
as
"trend", "potential", "opportunity", "pipeline", "believe", "comfortable,"
"expect", "anticipate", "current", "intention", "estimate", "position,"
"assume", "outlook", "continue", "remain", "maintain", "sustain", " seek, "
"achieve", and similar expressions, or future or conditional verbs such as
"will", " would", "should", "could", "may" and similar expressions.
For
additional information, please contact:
KCSA
Worldwide (Investor Relations)
Lee
Roth
/ Marybeth Csaby
212-896-1209
/ 1236
lroth@kcsa.com
/
mcsaby@kcsa.com
IXI
Mobile, Inc., 275 Shoreline Drive, Suite 505, Redwood City, California,
USA
http://www.ixi.com
Tel
+1.650.551.0600 Fax +1.650.551.0601, http://www.ogo.com

text:
IXI
Mobile, Inc.

text:
Israel
Technology Acquisition Corp.

text: IXI Mobile

text:
IXI
Mobile, Inc.

text: Israel Technology Acquisition Corp.

text: ITAC

text: IXI Mobile

text: ITAC

text: IXI Mobile

text: IXI Mobile, Inc.

text: IXI Mobile

text: ITAC

text: IXI Mobile

text: IXI Mobile, Inc.

text: IXI Mobile

text: IXI Mobile

text: Israel Technology Acquisition Corp.

text: ITAC

text: ITAC

text: ITAC

text:
IXI
Mobile, Inc.

text: ITAC

text:
IXI
Mobile, Inc.


text:
EX-99.1
9
genius_8kex99-8.txt
EXHIBIT 99.1
GENIUS PRODUCTS COMPLETES ACQUISITION OF AMERICAN VANTAGE MEDIA
SOLANA BEACH & SANTA MONICA, Calif. -- March 22, 2005 -- Company Adds Premier
Independent Film/Specialty Video Wellspring Brand, Consisting of 750-Title
Film/TV, 800 Short Film Library, Plus Other Assets
Genius Products, Inc. (OTCBB:GNPI) and American Vantage Companies (NASDAQ:AVCS)
today announced the signing and completion of an agreement under which Genius
Products has acquired American Vantage Media Corporation (AVMC), a wholly-owned
subsidiary of American Vantage Companies.
AVMC owns the Wellspring brand, which consists of a film/TV library with more
than 750 titles, an 800-title short film library, an interest in the popular
"The O.C." television show and certain other assets. According to American
Vantage Companies, AVMC had revenues of approximately $20 million in 2004,
including about $13 million from its library operations.
The transaction consideration includes 7.0 million shares of Genius Products'
common stock and five-year warrants to purchase 1.4 million Genius Products
shares, half at an exercise price of $2.56 per share and half at an exercise
price of $2.78 per share, and the assumption of certain liabilities.
Trevor Drinkwater, chief executive officer of Genius Products, described
Wellspring as a highly respected and well recognized brand throughout the world
of independent films that complements the Genius Products Branded Distribution
Network. He said the transaction adds significantly to the company's revenue
base and is in keeping with Genius Products' strategy of building a formidable
portfolio of entertainment products.
"We see this acquisition as an important means of leveraging the efficient
infrastructure Genius Products has built over the past year", Drinkwater said.
"With a broadened base of high quality, diverse, proprietary content, we believe
Genius Products is strategically positioned to work even closer with retailers
to develop customized programs that meet their sales, gross margin and targeted
demographic objectives. In turn, this should generate meaningful cash flow and
margin for Genius Products as titles are released and re-released in multiple
formats.
"The transaction exemplifies the type of strategic acquisitions we plan to
pursue in the future, as we remain fully focused on expanding our portfolio of
brands, library of proprietary content and leveraging our overhead", Drinkwater
said. "This acquisition complements our already strong presence in the
independent film world and our relationship with The Sundance Channel(TM) and
IFILM(TM). We will look to duplicate this strategy in other categories to
include classic content with TV Guide(R) and AMC(R); family content with
Bazooka(R) and Baby Genius(R); and comedies with National Lampoon(R).
"Through the acquisition, we are also pleased to be gaining talented new staff
members, including Ryan Werner, who leads AVMC's theatrical releasing division,
and AVMC's Marie Therese Guirgis, who directs AVMC's film acquisition group.
They both will continue in their respective roles with Genius Products,"
Drinkwater added.
Stephen K. Bannon, chief executive officer of American Vantage Media, who
becomes co-chairman of Genius Products, said, "We were attracted to Genius
Products because of the strength of its management team, the company's access to
retail channels and its unique retail-centric view of program development and
merchandising excellence. Our staff is excited about our new home with Genius
Products, whose distribution platform is ideally suited to more fully take
advantage of the Wellspring brand and the library's inherent value".
AVMC distributes filmed entertainment -- consisting of independent and
art-related films, musical performances, documentaries and holistic living
programming -- through major home video retailers, broadcast and cable outlets,
specialty theater chains, and a direct mail catalog. Numerous titles within
Wellspring's library have garnered nearly every major award in the media
business, including the Oscar, Grammy, Peabody, Golden Globe and Palm d'Or.
Among its many critically acclaimed titles are "Tarnation", "Red Lights,"
"Breaker Morant", "Breathless", "Z", "My Dinner with Andre" and the American
Masters(R) series. Later this spring, Wellspring will theatrically release Todd
Solondz's "Palindromes", starring Ellen Barkin.
Wellspring's Home Video and Worldwide Sales libraries include major works by
Francois Truffaut, Jean Luc Godard, Eric Rohmer, Luchino Visconti, Rainer Werner
Fassbinder, Hou Hsiao-Hsien, The Taviani Brothers, Peter Greenaway, Jacques
Demy, Akira Kurosawa, Pedro Almodovar, Michelangelo Antonioni, Lina Wertmuller
and more. In addition to Jonathan Caouette's "Tarnation" and "Red Lights", past
and upcoming Wellspring theatrical releases include critically acclaimed films
such as Alexander Sokurov's "Russian Ark", hailed by Roger Ebert as "one of the
most astonishing films ever made"; Akira Kurosawa's masterpiece "Ran"; "The
Circle" and "Crimson Gold" by Jafar Panahi; "Girlhood" by Liz Garbus; "In My
Skin" by Marina de Van; "Carnage" by Delphine Gleize; "Friday Night" by Claire
Denis; "Madame Sata" by Karim Ainouz; "Marooned in Iraq" by Bahman Ghobadi; "Yi
Yi" by Edward Yang; "Les Destinees" by Olivier Assayas; "Under the Sand" by
Francois Ozon; "Adventures of Felix" by Olivier Ducastel and Jacques Martineau;
"Pola X" and "Mauvais Sang" by Leos Carax; "Humanite" and "29 Palms" by Bruno
Dumont; "What Time Is It There?" by Tsai Ming-liang; and "Notorious C.H.O." by
Lorene Machado. Wellspring's home video unit also focuses on enlightening health
and wellness programming, including Joseph Campbell's "The Power of Myth", and
titles featuring the work of Deepak Chopra, Dr. Andrew Weill, Dr. Paul Lam, Alan
Watts and Caroline Myss.
Genius Products was advised in this transaction by the investment banking firm
Cappello Capital Corp. and the law firm of Morrison & Foerster. AVCS was advised
by Jefferies & Company and the law firm of Snow Becker Krauss.
About Genius Products, Inc.
Genius Products, Inc. (OTCBB:GNPI) is a fully integrated, multi-brand
entertainment company that produces and distributes products, including DVDs and
CDs. Its products are sold in retail outlets nationwide under well-known brands,
including AMC(R), TV Guide(R), IFILM(TM), Sundance Channel Home
Entertainment(TM), Bazooka(R), Jay Jay The Jet Plane(R), National Lampoon(R),
The Twilight Zone(TM), Baby Genius(R), Tonka(R), My Little Pony(R), Curious
George(R) and Paddington Bear(TM). Genius Products also licenses the Baby Genius
brand to third-party companies for a variety of products, including books.
Safe Harbor Statement
Except for historical matters contained herein, the matters discussed in this
news release are forward-looking statements. The forward-looking statements
reflect assumptions and involve risks and uncertainties, which may affect Genius
Products' business, forecasts, projections and prospects, and cause results to
differ from these forward-looking statements. Actual results could vary for many
reasons, including, but not limited to, the ability to consummate the proposed
merger transaction and integrate the companies, the effectiveness of new
leadership, the timely development and acceptance of new products, the market
demand for current products, and general market conditions. Other such risks and
uncertainties include the company's ability to grow its business, to obtain
additional licenses, and to meet anticipated release schedules and other
matters, which are described in the company's filings with the Securities and
Exchange Commission. Genius Products assumes no obligation to update any
forward-looking statements to reflect events or circumstances occurring after
the date of this news release.

text: GENIUS PRODUCTS

text: AMERICAN VANTAGE MEDIA

text: Genius Products, Inc.

text:
Genius
Products

text: American Vantage Media Corporation

text: Genius Products

text: Genius Products

text: Trevor Drinkwater

text: Genius Products

text: Genius Products

text: Genius Products

text: Genius Products

text: Genius Products

text: Genius Products

text: Genius Products

text: Stephen K. Bannon

text: American Vantage Media

text: Genius Products

text:
Genius
Products

text:
Genius
Products

text: Andrew Weill

text: Paul Lam

text: Genius Products

text: Cappello Capital Corp.

override: organization

text: Morrison & Foerster

text: Jefferies & Company

text: Snow Becker Krauss

text: Genius Products, Inc.

text: Genius Products, Inc.

text: Genius Products

text:
Genius
Products

text: Genius Products


text:
EX-99
4
ex99.htm
EXHIBIT 99 - JOINT PRESS RELEASE
ex99-1.htm
Exhibit 99
FOR IMMEDIATE RELEASE
April 8, 2016
Gannett completes acquisition of Journal Media Group
McLEAN, VA
& MILWAUKEE, WI -
Gannett Co., Inc. (NYSE: GCI) ("Gannett") and Journal Media Group, Inc. (NYSE: JMG) announced today that they have closed the transaction by which Gannett is acquiring Journal Media Group, Inc., including its 15 daily newspapers and affiliated digital assets, which will be effective as of 11:59 p.m. Eastern time today. Following this acquisition, Gannett will operate USA TODAY and 107 dailies in 34 states and Guam, in addition to Newsquest in the U.K., with its 150 local digital and print news brands.
"Today's announcement marks an important milestone as we combine two award-winning media companies with a passion for delivering outstanding news and information, each focused on digital growth across all platforms and devices and being the market leaders in our communities", said Robert Dickey, president and CEO of Gannett.
"As the largest local-to-national media network in the U.S., this creates a portfolio of more than 100 local markets across the U.S., plus USA TODAY. By expanding our footprint, we further enhance the depth and breadth of our news-gathering capabilities, supported by USA TODAY NETWORK.
Together we will grow our innovative products and best practices while providing added value to our consumers and advertisers, expanding the content offerings in our extensive portfolio and increasing the number of local markets we serve", Dickey concluded.
The closing of the transaction follows the receipt of all necessary regulatory approvals and approval of the transaction by Journal Media Group shareholders. With the closing of the transaction, Journal Media Group common stock will cease trading after the close of market today and will no longer be listed on the NYSE.
The dailies acquired are:
California
Record Searchlight (Redding, CA)
Ventura County Star (Ventura County, CA)
Florida
Naples Daily News (Naples, FL)
The Treasure Coast Newspapers (Stuart, FL)
Indiana
Evansville Courier & Press (Evansville, IN)
Kentucky
The Gleaner (Henderson, KY)
South Carolina
Anderson Independent Mail (Anderson, SC)
Tennessee
Knoxville News Sentinel (Knoxville, TN)
The Commercial Appeal (Memphis, TN)
Texas
Abilene Reporter-News (Abilene, TX)
Corpus Christi Caller-Times (Corpus Christi, TX)
San Angelo Standard-Times (San Angelo, TX)
Times Record News (Wichita Falls, TX)
Washington
Kitsap Sun (Kitsap, WA)
Wisconsin
Milwaukee Journal Sentinel (Milwaukee, WI)
Advisors
Stephens Inc. was financial advisor to Gannett, and Skadden, Arps, Slate, Meagher & Flom LLP and Nixon Peabody LLP were legal advisors to Gannett. Methuselah Advisors was financial advisor to Journal Media Group, and Foley & Lardner LLP was legal advisor to Journal Media Group.
About Gannett
Gannett Co., Inc.
(NYSE: GCI) is a next-generation media company committed to strengthening communities across our network. Through trusted, compelling content and unmatched local-to-national reach, Gannett touches the lives of more than 100 million people monthly. With more than 120 markets internationally, it is known for Pulitzer Prize-winning newsrooms, powerhouse brands such as USA TODAY and specialized media properties. To connect with us, visit
www.gannett.com
.
About Journal Media Group
Journal Media Group, Inc.
(NYSE: JMG), headquartered in Milwaukee, is a media company with print and digital publishing operations serving 14 U.S. markets in nine states, including the Milwaukee Journal Sentinel, the Naples Daily News, The Commercial Appeal in Memphis, and Ventura County Star in California. Formed in 2015 through a merger of the newspaper operations of The E.W. Scripps Company and Journal Communications, Inc., the company serves local communities with daily newspapers, affiliated community publications, and a growing portfolio of digital products that inform, engage and empower readers and advertisers. Learn more
at www.journalmediagroup.com.
For investor inquiries, contact:
For media inquiries, contact:
Gannett Contact:
Gannett Contact:
Michael P. Dickerson
Vice President, Investor Relations & Real Estate
703-854-6185
mdickerson@gannett.com
Amber Allman
Vice President, Corporate Communications
703-854-5358
aallman@gannett.com
Journal Media Group Contact:
Journal Media Group Contact:
Jason Graham
Laurel Jahn
Senior Vice President, CFO and Treasurer
Communications Manager
414-224-2363
414-224-2059
Jason.graham@jmg.com
Laurel.jahn@jmg.com

text: Gannett

text: Journal Media Group

text: Gannett Co., Inc.

text: Gannett

text: Journal Media Group, Inc.

text: Gannett

text: Journal Media Group, Inc.

text: Gannett

text: Robert Dickey

text: Gannett

text: Journal Media Group

text: Journal Media Group

text: Stephens Inc.

text: Gannett

text: Nixon Peabody LLP

text: Gannett

text: Methuselah Advisors

text: Journal Media Group

text: Foley & Lardner LLP

text: Journal Media Group

text: Gannett

text: Gannett Co., Inc.

text: Gannett

text: Journal Media Group

text: Journal Media Group, Inc.

text: Gannett

text: Gannett

text: Michael P. Dickerson

text: Amber Allman

text: Journal Media Group

text: Journal Media Group


text:
EX-99.1
3
c53469_ex99-1.htm
EXHIBIT 99.1
news
release
Enzo Biochem, Inc.
527 Madison Avenue
New York, NY 10022
FOR IMMEDIATE RELEASE
ENZO BIOCHEM ACQUIRES BIOMOL INTERNATIONAL,
FURTHER EXPANDING ITS LIFE SCIENCES OPERATIONS
-------
Acquisition Seen as Strategic and Accretive, Adding Management, Manufacturing
and Scientific Depth
NEW YORK, NY, May 9, 2008 -- Enzo Biochem, Inc. (NYSE:ENZ) announced the acquisition on May 8th of substantially all of the U.S. based assets of BIOMOL International, LP, of Plymouth Meeting, PA, and all of the stock of its
two-wholly-owned United Kingdom subsidiaries. BIOMOL is a privately owned global producer of over 3,300 specialty life science products for the areas of signal transduction, lipid research, apoptosis, neuroscience and drug discovery, with a research
focus in the field of functional proteomics.
"This acquisition is in line with our strategy to grow Enzo Life Sciences, backed by our extensive IP estate, both organically and through acquisition", said Barry Weiner, Enzo President. "Coupling BIOMOL with
our acquisition of Axxora Life Sciences less than a year ago, we have succeeded in transforming Enzo Life Sciences into a global manufacturer and marketer of reagents and systems spanning a wide spectrum of scientific applications. BIOMOL has annual
revenues tracking nearly $11.5 million, and annual growth of about 9%; this will help to speed Enzo's annual overall run rate toward the $100 million level. BIOMOL has a strong record of revenue and profit growth, and is expected to become
accretive to Enzo's earnings, prior to purchase accounting adjustments. Moreover, Enzo's strong international presence will serve to enhance the worldwide marketing efforts of the BIOMOL product line".
"BIOMOL is a major addition to our life science business. Founded in 1983, it has an experienced management team, a proprietary product line, and facilities in Pennsylvania and in the UK that
complement our existing manufacturing and marketing capabilities", added Mr. Weiner. "Their manufacturing capabilities should serve to enhance Enzo Life Sciences' operating margins. Moreover, its UK subsidiaries, Affiniti Limited
and Affiniti Research Products Limited, are accredited under the ISO9001:2000
international quality management standard, providing Enzo with the ability to supply raw materials under the most rigorous quality standards".
With this acquisition, Enzo Life Sciences now has US operations in New York, Pennsylvania and California, and overseas facilities in Switzerland, the UK and Belgium, as well as more than 50
distributors worldwide.
The purchase price of $18 million is comprised of $15 million in cash and $3 million in unregistered stock, in addition to earn-outs over the next two years. BIOMOL's founders and senior management will remain actively
involved with Enzo Life Sciences.
"We at BIOMOL are very pleased to join Enzo, and to further extend its already considerable life sciences capabilities", said Dr. Robert E. Zipkin, President of BIOMOL, and one of its
founders. "In growing our company we have developed what we call the BIOMOL advantage, including cutting edge signal transduction products, innovative research tools, superior laboratory tested quality products, and outstanding technical
support by scientists who understand product applications. We look with great anticipation to combining our operations with Enzo Life Sciences to expand our success to date".
BIOMOL's product offerings include enzymes and enzyme inhibitors, substrates, peptides, antibodies, and all-inclusive, easy-to-use assay systems. The Company currently has approximately 50 employees in its US and UK
facilities.
About Enzo
Enzo Biochem is engaged in the research, development, manufacture and licensing of innovative health care products and technologies based on molecular biology and genetic engineering techniques, and
in providing diagnostic services to the medical community. Enzo's Life Sciences division develops, produces and markets proprietary labeling and detection products for gene sequencing, genetic analysis and immunological research among others.
Its catalog of over 25,000 products serves the molecular biology, drug discovery and pathology research markets. The Company's therapeutic division is in various stages of clinical evaluation of its proprietary gene medicine for HIV-1 infection and
its proprietary immune regulation medicines for uveitis, Crohn's Disease, and NASH (non-alcoholic steatohepatitis), and conducts pre-clinical research on several candidate compounds aimed at producing new mineral and organic bone, including
technology that could provide therapy for osteoporosis and fractures, among other applications. Enzo's Clinical Labs division provides routine and esoteric reference laboratory services for physicians in the New York Metropolitan and New
Jersey areas. Underpinning the Company's technology and operations is an extensive intellectual property estate in which Enzo owns or licenses over 200 patents worldwide, and has pending applications for over 180 more. For more information
visit our website
www.enzo.com
.
Except for historical information, the matters discussed in this news release may be considered "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. Such statements include declarations regarding the intent, belief or current expectations of the Company and its management. Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve a number of risks and uncertainties that could materially affect actual results. The Company disclaims any obligations to update any forward-looking statement as a result of developments occurring after
the date of this press release.
# # #
Contact:
For: Enzo Biochem, Inc.
Steve Anreder, 212-532-3232 Or Michael Wachs, CEOcast, Inc., 212-732-4300

text: Enzo Biochem, Inc.

text: ENZO BIOCHEM

text: BIOMOL INTERNATIONAL

text: Enzo Biochem, Inc.

text: BIOMOL International, LP

text: Robert E. Zipkin

text: Enzo Biochem

text: Enzo Biochem, Inc.


text:
EX-99.1
11
d625611dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
ELDORADO RESORTS COMPLETES TROPICANA ENTERTAINMENT ACQUISITION
Transaction Further Expands Eldorado's Scale
and Geographic Reach to 26 Gaming Facilities in Twelve States
Reno, Nev. (October 1, 2018) - Eldorado Resorts, Inc. (NASDAQ: ERI) ("Eldorado", "ERI", or "the Company") announced today
that it completed its previously announced acquisition of Tropicana Entertainment Inc. (OTCQB: TPCA) ("Tropicana"). The transaction further increases the Company's scale and is expected to be immediately accretive to Eldorado's
free cash flow and diluted earnings per share, inclusive of identified expected cost synergies of approximately $40 million expected to be realized in Eldorado's first year of operation of Tropicana (and giving effect to the master lease
described below). The combination creates a premier, diversified regional gaming platform with combined annual revenue of more than $2.7 billion and combined adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of
approximately $697 million (before rent and after giving effect to the realization of synergies), in each case for the twelve months ended June 30, 2018 and giving effect to the acquisition of Grand Victoria Casino and the previously
announced dispositions of Presque Isle Downs and Lady Luck Nemacolin.
Under the terms of the transaction, valued at approximately $1.85 billion, a
subsidiary of Eldorado merged into Tropicana and Tropicana became a wholly owned subsidiary of Eldorado. Immediately prior to the merger, Tropicana sold Tropicana Aruba Resort and Casino and Gaming and Leisure Properties (NASDAQ: GLPI)
("GLPI") acquired substantially all of Tropicana's real estate, other than the real estate underlying MontBleu Casino Resort & Spa and Lumière Place Casino and Hotel ("Lumière Place"), for
approximately $964 million and Eldorado acquired the real estate underlying Lumière Place for $246 million. Eldorado also entered into a 15-year master lease with GLPI pursuant to which Eldorado will lease the Tropicana real estate
acquired by GLPI. Eldorado funded the purchase of the real estate underlying Lumière Place with the proceeds of a loan from GLPI and funded the $640 million of consideration payable by Eldorado in the merger and the repayment of amounts
outstanding under the Tropicana credit facility with cash on hand at Eldorado and Tropicana, borrowings under Eldorado's revolving credit facility and proceeds from its previously-announced offering of $600 million in aggregate principal
amount of 6% senior notes due 2026. Eldorado will pay GLPI approximately $110 million in rent and interest in the first year.
The acquisition of
Tropicana brings to Eldorado the operating assets of seven casinos in six states, including Nevada (the Tropicana Laughlin Hotel and Casino and the MontBleu Casino Resort & Spa in South Lake Tahoe), Indiana (Tropicana Evansville), Louisiana
(Belle of Baton Rouge Casino & Hotel), Mississippi (Trop Casino Greenville), Missouri (Lumière Place) and New Jersey (Tropicana Casino and Resort, Atlantic City). These properties collectively include approximately 7,900 slot
machines, 265 table games and approximately 5,400 hotel rooms, along with a number of dining, retail and entertainment amenities. As a result, Eldorado's expanded property portfolio now features more than 27,500 slot machines and VLTs,
more than 800 table games, over 12,500 hotel rooms and nearly 20,000 team members.
Gary Carano, Chairman and Chief Executive Officer of Eldorado, commented, "Our acquisition of Tropicana
marks a continuation of Eldorado's successful history of rapid growth through strategic, accretive acquisitions. Through this combination, we have significantly expanded the scale of our gaming operations, further diversified our geographic
reach into new markets - some of which have already adopted sports wagering legislation - and minimized market-specific risk. We continue to focus on enhancing shareholder value through strategic transactions, return-focused property
enhancements and opportunistic partnerships with third parties - including the Tropicana transaction, the Grand Victoria acquisition and our recent agreements with The Cordish Companies and William Hill PLC.
"We intend to reduce the initial purchase price multiple of the Tropicana transaction as we implement a range of operating disciplines designed to
enhance margins by further improving customer service and the customer experience while focusing on promotion and other spending in all areas of the newly-acquired properties. We look forward to welcoming Tropicana's team members to the
Eldorado Resorts family".
Tom Reeg, President and Chief Financial Officer of Eldorado, added, "With the acquisition of seven Tropicana
properties, Eldorado enters two new gaming jurisdictions and adds financial and geographic diversity to our operating base. We have identified $40 million of synergies that we expect to realize over the next year. We believe the financing
structure for the transaction, which includes a master lease of real estate acquired by GLPI, allows us to maintain financial flexibility for leverage reduction and continued transactional growth as we continue to own the majority of the underlying
real estate across our remaining property portfolio".
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that owns and operates twenty six properties in twelve states, including Colorado, Florida,
Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, Ohio, and West Virginia. In aggregate, Eldorado's properties feature more than 27,500 slot machines and VLTs and 800 table games, and over 12,500 hotel rooms.
For more information, please visit www.eldoradoresorts.com.
Non-GAAP
Measures
Adjusted EBITDA is a
non-GAAP
measurement. Eldorado defines adjusted EBITDA as operating income (loss) before
depreciation and amortization, stock based compensation, transaction expenses, severance expense, costs and income associated with the disposition of Presque Isle Downs and Lady Luck Nemacolin and the terminated Vicksburg and Lake Charles sales,
impairment charges, equity in income of unconsolidated affiliates, (gain) loss on the sale or disposal of property and equipment and other regulatory gaming assessments, including the impact of the change in regulatory reporting requirement.
Tropicana defines adjusted EBITDA as operating income (loss) before depreciation and amortization, transaction expenses, (gain) loss on asset disposal, insurance recoveries, real estate tax settlements and contract early termination costs. Grand
Victoria Casino defines Adjusted EBITDA as operating income before depreciation and amortization, transaction expenses and dividends.
Forward-Looking Statements
This press 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. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as
expectations, future operating results and other information that is not historical information. When used in this press release, the terms or phrases such as "anticipates", "believes", "projects", "plans,"
"intends", "expects", "might", "may", "estimates", "could", "should", "would", "will likely continue", and variations of such words or similar expressions are
intended to identify forward-looking statements. Although our expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and
projections will be realized. There are a number of risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements which are included elsewhere in this press release. Such
risks, uncertainties and other important factors include, but are not limited to our ability to promptly and effectively integrate the business of Eldorado, Tropicana and the Grand Victoria Casino and realize synergies resulting from the combined
operations of Eldorado and the acquired companies; our ability to realize the expected benefits of our joint ventures with William Hill and The Cordish Companies; our substantial indebtedness and obligations under our master lease and the impact of
such obligations on our operations and liquidity; competition; sensitivity of our operations to reductions in discretionary consumer spending and changes in general economic and market conditions; governmental regulations and increases in gaming
taxes and fees in jurisdictions in which we operate; and other risks and uncertainties described in our reports on Form
10-K,
Form
10-Q
and Form
8-K
filed with the Securities and Exchange Commission.
In light of these and other risks, uncertainties and
assumptions, the forward-looking events discussed in this press release might not occur. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not
intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.
Contact:
Thomas Reeg
President and Chief
Financial Officer
Eldorado Resorts, Inc.
775/328-0112
investorrelations@eldoradoresorts.com
Joseph N. Jaffoni, Richard Land
JCIR
212/835-8500
eri@jcir.com
# # #

text: ELDORADO RESORTS

text: TROPICANA ENTERTAINMENT

text: Eldorado Resorts, Inc.

text: Tropicana Entertainment Inc.

text: Gary Carano

text: Eldorado Resorts

text: Tom Reeg

text: Eldorado Resorts, Inc.

text: Eldorado Resorts

text: Thomas Reeg

text: Eldorado Resorts, Inc.


text:
EX-99.1
7
tm214412d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
BRIDGE BANCORP, INC. AND DIME COMMUNITY
BANCSHARES, INC. CLOSE MERGER OF EQUALS
Hauppauge, New York, February 1, 2021
-
-
Bridge Bancorp Inc. (Nasdaq: BDGE) ("Bridge") and Dime Community Bancshares, Inc. (Nasdaq: DCOM) ("Legacy
Dime") today announced the successful closing of the previously announced merger of equals between the respective companies.
Pursuant to the terms of the agreement dated July 1, 2020, each
share of Legacy Dime was converted into 0.648 common shares of Bridge and the combined company was renamed Dime Community Bancshares,
Inc. Beginning today, the combined company will trade on The NASDAQ Global Select Market under the ticker "DCOM".
In addition, each share of Legacy Dime 5.50% Series A Non-Cumulative
Perpetual Preferred Stock has converted into one share of Dime 5.50% Series A Non-Cumulative Perpetual Preferred Stock and beginning
today will trade on The NASDAQ Global Select Market under the symbols "DCOMP".
Chief Executive Officer Kevin O'Connor and Executive Chairman
Kenneth Mahon issued the following joint statement: "The completion of this transaction unites two iconic New York community
banks creating the premier community-based business bank in our region. Our enhanced branch footprint and increased capital
base will allow the combined bank to better serve the needs of our customers across the greater New York and Long Island marketplaces.
We are very excited to begin this new chapter in our institutions' histories".
Piper Sandler Companies acted as financial advisor, and rendered
a fairness opinion to the board of directors of Bridge. Luse Gorman, PC served as legal counsel to Bridge. Raymond James acted
as financial advisor, and rendered a fairness opinion to the board of directors of Legacy Dime. Holland & Knight LLP served
as legal counsel to Legacy Dime.
Customers Will Not Experience Any Immediate Changes to Their
Banking Relationship
As a result of the merger, customers will not experience any
immediate changes to their accounts, loan payment terms, access to account information through mobile and online banking applications,
use of debit cards, or access to ATMs. The company expects to combine its banking technology platforms by early in the second quarter
of 2021 without any disruption to customers. Customers can find additional information at Dime.com/merger.
Creating a Premier Community-Based Bank in New York
The merger combines two complementary banking technology platforms
to create a premier community-based business bank. The combined company will have over $12 billion in assets, over $9 billion in
total deposits, and over 60 branches spanning Manhattan to Montauk.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited
to, statements about (i) the benefits of a merger (the "Merger") between Bridge and Dime, including future financial
and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the
Merger; (ii) plans, objectives, expectations and intentions and other statements contained in this release that are not historical
facts; and (iii) other statements identified by words such as "may", "assumes", "approximately,"
"will", "expects", "anticipates", "intends", "plans", "believes,"
"seeks", "estimates", "targets", "projects", or words of similar meaning generally
intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations
of management of Dime and are inherently subject to significant business, economic and competitive uncertainties and contingencies,
many of which are beyond the control of Dime. In addition, these forward-looking statements are subject to various risks, uncertainties
and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with
regard to timing, extent, likelihood and degree of occurrence. As a result, actual results may differ materially from the anticipated
results discussed in these forward-looking statements because of possible uncertainties. The following factors, among others,
could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking
statements: (1) the businesses of Bridge and Dime may not be combined successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the
Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer
losses and business disruption following the Merger, including adverse effects on relationships with employees and customers,
may be greater than expected; (4) economic, legislative or regulatory changes, including changes in accounting standards, may
adversely affect the businesses in which Dime is engaged; (5) the interest rate environment may further compress margins and adversely
affect net interest income; (6) results may be adversely affected by continued adverse changes to credit quality; (7) competition
from other financial services companies in Dime's markets could adversely affect operations; (8) an economic slowdown could
adversely affect credit quality and loan originations; (9) the COVID-19 pandemic is adversely affecting Dime and its customers,
employees and third-party service providers; the adverse impacts of the pandemic on their respective business, financial position,
operations and prospects have been material, and it is not possible to accurately predict the extent, severity or duration of
the pandemic or when normal economic and operation conditions will return; and (10) other factors that may affect future results
of Dime including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest
rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and
timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative
and regulatory actions and reforms. Additional factors, that could cause actual results to differ materially from those expressed
in the forward-looking statements are discussed in Dime and Bridge's reports (such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the "SEC")
and available on the SEC's Internet site (
http://www.sec.gov
).
Dime cautions that the foregoing list of factors is not exclusive.
All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to
Dime or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Dime does
not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date
the forward-looking statements are made.
Dime Community Bancshares, Inc.
Investor Relations
Contact:
Avinash Reddy
Senior Executive Vice President - Chief Financial Officer
Phone: 718-782-6200; Ext. 5909
Email: areddy@dime.com

text: BRIDGE BANCORP, INC.

text:
DIME COMMUNITY
BANCSHARES, INC.

text: Bridge Bancorp Inc.

text: Dime Community Bancshares, Inc.

text:
Dime Community Bancshares,
Inc.

text: Piper Sandler Companies

text: Luse Gorman, PC

text: Raymond James

text: Holland & Knight LLP

text: Dime Community Bancshares, Inc.


text:
EX-99.1
2
a15-21334_1ex99d1.htm
EX-99.1
Exhibit 99.1
Cherokee Global Brands Announces the Acquisition of
Flip Flop Shops®
SHERMAN OAKS, CA (October 19, 2015)
- Cherokee Global Brands (NASDAQ: CHKE), a global marketer of style-focused lifestyle brands, announced today that it has acquired Flip Flop Shops®, a leading franchise retail chain dedicated to offering the hottest brands and latest styles of flip flops, casual footwear and accessories.
Flip Flop Shops currently has over 90 retail franchise shops in the US, Canada, Caribbean, Middle East and South Africa, and over 100 additional retail shops already in development worldwide. Its locations carry definitive assortments of recognized brands including OluKai, SANUK, Cobian, Havaianas, Quiksilver, ROXY, Reef, and many more.
Through the acquisition, Cherokee Global Brands will continue adding new franchises as it expands Flip Flop Shop's assortments of flip flops, casual footwear and accessories by offering new brands from its portfolio through its proprietary 360o
platform including, Cherokee®, Tony Hawk®, and Everyday California®. Flip Flop Shop's franchise model allows it to showcase its diverse portfolio of brands in an immersive retail environment that engages customers of all ages in new and exciting ways.
The acquisition of Flip Flop Shops aligns perfectly with the Company's strategic plan and is consistent with its zero-inventory, no manufacturing-risk business model. As part of its growth strategy for Flip Flop Shops, Cherokee Global Brands' will identify key partners through its relationships in Europe, Asia, and Latin America and expand the retail concept and offerings through a combination of retail stores, shop-in-shops and mobile commerce in all existing and new markets.
Mr. Stupp commented, "We are very excited about adding Flip Flop Shops to our global brand portfolio. It's not often you come across such a rare combination of a seasoned leadership team, perfect portfolio alignment and seamless integration with our unique business model. Our goal has always been to become the global leader in marketing, selling and distributing a balanced portfolio of brands. Through our acquisition of Flip Flop Shops, we will join the ranks of innovative specialty retailers that successfully operate similar concepts focused on products such as sunglasses and baseball hats".
Mr. Stupp, continued, "Our mantra, "think like a retailer" has guided our business since inception. With the acquisition of Flip Flop Shops, we now have the opportunity to "act like a retailer" and expand our direct relationships with consumers in the process. We believe Flip Flop Shops will soon become the most recognized retail brand for flip flops and casual footwear in the world".
Brian Curin, the President and Flip Flop Enthusiast of Flip Flop Shops commented, "This is a very exciting time for Flip Flop Shops. We look forward to joining forces with the Cherokee Global Brands team and leveraging their expertise. Their ability to quickly build scale will be particularly beneficial as we roll out new shops and establish Flip Flop Shops as a globally- recognized specialty retailer".
Symphony Investment Partners acted as the exclusive financial advisor to Cherokee Global Brands Christopher Spahr of Meadow Lane Capital LLC, led the team that advised Flip Flop Shops in the transaction.
About Cherokee Global Brands
Cherokee Global Brands is a global brand marketing platform that manages a growing portfolio of fashion and lifestyle brands including Cherokee®, Carole Little®, Tony Hawk® Signature Apparel and Hawk Brands®, Liz Lange®, Everyday California®, Sideout®, ále by Alessandra® and Flip Flop Shops® across multiple consumer product categories and retail tiers around the world. The Company currently maintains licensing agreements with leading retailers and manufacturers that span over 50 countries in 7,400 retail locations. Its retail and e-commerce platform partnerships include: Target Stores (U.S.), Kohl's (U.S.), Sears Canada (Canada),
Walmart (Canada), Argos & Sports Direct (UK and Ireland), RT-Mart (Peoples Republic of China), Pick 'n Pay (South Africa), Falabella (Chile, Peru and Colombia), Arvind Mills (India), Shufersal LTD. (Israel), Comercial Mexicana (Mexico), Nishimatsuya (Japan), Landmark Group's Max Stores (certain Middle East and North Africa countries), Reliance Trends Stores (India) and the TJX Companies (U.S., Canada and Europe).
Statements included within this news release may contain forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. When used, the words "anticipates", "believes", "expects", "may", "should", and similar expressions are intended to identify such forward-looking statements. Forward-looking statements included in this press release (including, without limitation, express or implied statements regarding potential future business development) involve known and unknown risk and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties, include, but are not limited to, the effect of global economic conditions, the financial condition of the apparel and retail industry, adverse changes in licensee or consumer acceptance of products bearing the Company's brands, the ability and/or commitment of the Company's licensees to design, manufacture and market Cherokee, Liz Lange, Completely Me, Tony Hawk and Hawk Brands, Sideout, Everyday California and Carole Little branded products, the Company's dependence on Target for most of the Company's revenues and the Company's dependence on its key management personnel. The risks included here are not exhaustive. A further list and description of these risks, uncertainties and other matters can be found in the Company's Annual Report on Form 10-K for Fiscal Year 2015, and in its periodic reports on Forms 10-Q and 8-K. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intent or obligation to update any of the forward-looking statements contained herein to reflect future events and developments.
Contacts:
Cherokee Global Brands
:
Mark Nawrocki
Executive Vice President Global New Business
markn@cherokeeglobalbrands.com
818-908-9868
Jason Boling, CFO
jasonb@cherokeeglobalbrands.com
818-908-9868
2
Flip Flop Shops
Brian Curin, President
Curin@FlipFlopShops.com
604.263.0629
Investors:
Patricia Nir
Addo Communications
310-829-5400
Caption: Flip Flop Shops - Store Exterior
3

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text: Cherokee Global Brands

text: Flip Flop Shops

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text: Flip Flop Shops

text: Flip Flop Shops

text: Brian Curin

text: Flip Flop Shops

text: Flip Flop Shops

text: Cherokee Global Brands

text: Flip Flop Shops

text: Symphony Investment Partners

text: Cherokee Global Brands

text: Meadow Lane Capital LLC

text: Flip Flop Shops

text: Cherokee Global Brands

text: Cherokee Global Brands

text: Flip Flop Shops

text: Cherokee Global Brands

text: Jason Boling

text: Flip Flop Shops

text: Brian Curin

text: Flip Flop Shops


text:
EX-99.1
3
pressrelease.htm
PRESS RELEASE
Press Release
Exhibit 99.1
Blackhawk Network Completes Acquisition of Parago, Inc.
Pleasanton, CA - October 24, 2013 - Blackhawk Network announced it has completed the acquisition of Parago, Inc., as previously described in its September 25, 2014 press release. Parago will operate as a subsidiary of Blackhawk Network and will remain headquartered in Dallas, Texas. Juli Spottiswood of Parago will lead Blackhawk's incentive business and report to Talbott Roche, Blackhawk Network president.
Separately, Blackhawk Network completed a $200 million expansion of its existing credit facility. The total aggregate principal amount of the facility following the expansion is $725 million, including term loans outstanding of $375 million following the completion of the acquisition, revolving loans up to $250 million, of which $50 million was outstanding following the completion of the acquisition, and a facility that provides up to $200 million for letters of credit, of which $47 million are currently outstanding.
About Blackhawk Network
Blackhawk Network Holdings, Inc. (NASDAQ: HAWK and HAWKB) is a leading prepaid and payments network, which supports the distribution of gift cards, prepaid telecom products and financial service products across a global network. Blackhawk's digital platform supports prepaid across a network of digital distribution partners including etailers, financial service providers and mobile wallets. For more information, please visit www.blackhawknetwork.com.
About Parago
As a global leader in customized incentives and engagement solutions, parago inspires actions that deliver results. Many of the largest brands in the world consider parago a trusted partner. Ad Age ranked parago as one of the largest promotional, digital and CRM agencies. Using advanced technology, parago delivers rewards to millions of people around the world for consumer, sales channel and employee programs. For more information, visit www.parago.com, the parago blog or Twitter.
INVESTORS/ANALYSTS:
MEDIA:
Patrick Cronin
Teri Llach
(925) 226-9973
(925) 226-9028
investor.relations@bhnetwork.com
Teri.llach@bhnetwork.com

text: Blackhawk Network

text: Parago, Inc.

text: Blackhawk Network

text: Parago, Inc.

text: Parago

text: Blackhawk Network

text: Parago

text: Blackhawk Network

text: Blackhawk Network

text: Blackhawk Network

text: Blackhawk Network

text: Parago


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact:
Robert P. Borchert
VP, Investor Relations
678.248.8194
rborchert@medassets.com
MedAssets Completes Acquisition of Accuro Healthcare Solutions
Acquisition Expands MedAssets' Leadership Position in Revenue
Cycle Management for Hospitals and Health Systems
ATLANTA (June 3, 2008) - MedAssets, Inc. (NASDAQ: MDAS)
today announced that it has
completed the acquisition of Accuro Healthcare Solutions, Inc., creating a leading healthcare
ASP-based technology and services provider. The acquisition expands the depth and breadth of
MedAssets' revenue cycle management solution suite, which focuses on helping hospitals and health
systems achieve significant and sustainable cash flow and operating margin improvement.
The purchase price for the transaction was approximately $207 million in cash and 8.85 million
shares of MedAssets common stock, plus an additional payment of $20 million
in cash or shares
of MedAssets common stock on the first anniversary of the transaction closing. MedAssets funded
the cash portion of the transaction with cash on hand, a $50 million expansion of its term loan
credit facility and borrowings under its existing revolving credit facility.
MedAssets' comprehensive suite of revenue cycle management and spend management software and
service solutions are delivered to a customer base now totaling more than 3,300 U.S. hospitals,
including more than 2,000 revenue cycle management hospital facility customers. The combination of
MedAssets and Accuro presents significant, strategic benefits for MedAssets' customers and
shareholders given the following:
.
a comprehensive, best-of-breed suite of revenue cycle management solutions from a
single strategic provider with the knowledge and expertise to help solve meaningful
revenue cycle and spend management issues;
.
a superior, quantifiable value proposition with products and services that deliver
near-term financial return on investment for customers by driving increased cash flow
from existing operations and improving revenue integrity, with minimal or no capital
expenditures required by the customer;
.
a commitment to invest in the development, integration and introduction of innovative
solutions that deliver increasing value to help improve the financial success of
healthcare providers; and
.
an expanded customer footprint that offers additional opportunity to build long-term
customer relationships and grow market share by leveraging MedAssets' national sales and
customer management organization and leadership position.
About MedAssets
MedAssets (NASDAQ: MDAS) partners with healthcare providers to improve their financial strength by
implementing integrated spend management and revenue cycle solutions that help control cost,
improve margins and cash flow, increase regulatory compliance, and optimize operational efficiency.
MedAssets serves more than 125 health systems, 3,300 hospitals and 30,000 non-acute care healthcare
providers. For more information, go to www.medassets.com.
mdas/F

text: Robert P. Borchert

text: MedAssets

text: Accuro Healthcare Solutions

text: MedAssets

text: MedAssets, Inc.

text: Accuro Healthcare Solutions, Inc.

text: MedAssets

text: MedAssets

text: MedAssets

text: MedAssets

text: MedAssets

text: MedAssets

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text: MedAssets

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EX-99.1
3
v06830_ex99-1.htm
Unassociated Document
EXHIBIT 99.1
Press Release
Source: MobilePro Corp.
MobilePro Corp. Closes Acquisition of Arizona ISP
Friday September 17, 9:13 am ET
The River Expected to Be Accretive to MOBL Earnings, Add Over $4.2 M in Revenue
BETHESDA, Md., Sept. 17 /PRNewswire-FirstCall/ -- MobilePro Corp. (OTC Bulletin Board:
MOBL
-
News
) announced today that the company has closed its previously announced acquisition of The River Internet Access Co. (
http://www.theriver.com
), an Internet services provider based in Tucson, Arizona. The deal is forecast to add over $4.2 million in annualized revenue and to add more than $.001 per share to MobilePro's fiscal year 2005 earnings. The terms of the transaction were not disclosed.
· (Logo:
http://www.newscom.com/cgi-bin/prnh/20040414/FLWLOGOLOGO
)
Jay Wright, MobilePro president and CEO, said, "The River represents our largest ISP acquisition to date and is our first expansion into the demographically favorable Sun Belt. The River brings both outstanding technical capability and a customer support center where we can centralize a significant portion of our phone support traffic and thereby lower our costs. We also look forward to cross-selling cellular, local and long-distance voice services to the River's customers. This transaction increases our revenue run rate to approximately $26 million for closed deals for fiscal year 2005. In addition, there is approximately $110 million of additional annualized revenue currently under LOI or definitive agreement".
About MobilePro Corp.
MobilePro Corp. is a wireless technology and broadband telecommunications company based in Bethesda, MD, with operations in Hurst, Houston, Dallas and Beaumont, TX; Coshocton, OH; Kansas City, KS; Janesville, WI; Detroit, MI; and Shreveport, LA. The company is focused on creating shareholder value by developing innovative wireless technologies, acquiring and growing profitable broadband telecommunications companies and forging strategic alliances with well-positioned companies in complementary product lines and industries. MobilePro has announced closed deals, definitive agreements and pending letters of intent with cumulative expected 2005 calendar year revenue of more than $136 million.
An investment profile about MobilePro Corp. may be found online at
http://www.hawkassociates.com/mobilepro/profile.html
For more information, contact MobilePro CEO Jay Wright at (301) 315-9040. For investor relations information, contact Frank Hawkins or Julie Marshall, Hawk Associates, at (305) 852-2383, email:
info@hawkassociates.com
. Detailed information about MobilePro can be found on the website
http://www.mobileprocorp.com
. An online investor kit including copies of MobilePro press releases, current price quotes, stock charts and other valuable information for investors may be found on the website
http://www.hawkassociates.com
.
This release contains various 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, which represent the company's expectations or beliefs concerning future events of the company's financial performance. These forward-looking statements are further qualified by important factors that could cause actual results to differ materially from those in the forward- looking statements, including the company's ability to obtain future financing on favorable terms, changes in the wireless and telecommunications industries that compel the company to alter its present business strategy, the company's ability to attract management capable of implementing the company's existing or future business strategy
and the risk factors set forth in the company's SB-2 registration statement. Results actually achieved may differ materially from expected results included in these statements as a result of these factors or others. Additionally, while MobilePro expects regulatory approval shortly, shareholders should be aware that it is possible that for some unforeseen reason, failure or delay in obtaining regulatory approval could materially delay or prevent the closing of the transaction described above.
Source: MobilePro Corp.

text: MobilePro Corp.

text: MobilePro Corp.

text: The River

text: MobilePro Corp.

text: The River Internet Access Co.

text: The River

text: The River

text: the River

text: MobilePro Corp.

text: MobilePro Corp.

text: MobilePro Corp.

text: MobilePro Corp.


text:
EX-99.1
2
darkpulse_ex9901.htm
PRESS RELEASE
Exhibit 99.1
DarkPulse, Inc. Announces Acquisition of TerraData
Unmanned, PLLC a Drone Based Company Offering Multiple Platforms Including Underwater Capabilities
NEW YORK, New York -October 4, 2021 -
Dark Pulse, Inc. (OTC Markets: DPLS) ("DarkPulse" and the "Company"), a technology company focused on the manufacture,
sale, installation, and monitoring of laser sensing systems based on its patented BOTDA dark-pulse sensor technology (the "DarkPulse
Technology") which provides a data stream of critical metrics for assessing the health and security of infrastructure, today announced
it has closed the acquisition of TerraData Unmanned, PLLC a drone based company offering multiple platform capabilities, including underwater
inspection services ("TerraData"). TerraData offers fully integrated, drone-based, geo-rectified, 3D modeled mapping
for industrial applications including transportation departments, water management agencies, and engineering firms. TerraData inspects
culverts, bridges, piers, dam and lock systems, water treatment facilities and more.
TerraData joins DarkPulse's growing list
of world-class capabilities and the Company's positioning as the leader in infrastructure sensing and monitoring in all domains,
air, land, and sea. TerraData provides unique services critical in countering the increasing public safety concern related to bridges,
culverts, dams, and similar infrastructure. TerraData's ROV Inspection Services are needed more than ever as the United States struggles
to assess conditions and deterioration of aging infrastructure. Specializing in underwater inspection through their unmanned vehicles
(UUV), TerraData mitigates the safety concerns surrounding human divers.
"This agreement between TerraData Unmanned
and DarkPulse is occurring at a time when the World requires our combined technologies to combat a wide range of challenges", said
Terradata COO, Justin Dee. Mr. Dee continued, "Since TerraData was formed in 2017, we have worked vigorously to provide value to
commercial and government clients by delivering custom and complex unmanned remote sensing systems, services and consulting - air,
land, and sea. We are currently developing multiple new innovative product and service offerings and the team DarkPulse has assembled,
along with the support they will provide, will ensure the future success of these endeavors and provide for future opportunity.
We are elated that DarkPulse chose us to join the team and we are motivated to begin work on a shared global vision".
"As DarkPulse continues to expand its global
operations, this acquisition is a key piece of the Company's expansion into unmanned vehicle markets. We plan to design/build best
in class drone technologies for sale to both commercial and government critical infrastructure/key resources markets with production to
take place at our Tempe electronics manufacturing space. TerraData will also perform integral services of DarkPulse's offerings
which include experienced personnel and leading-edge equipment allowing the Company to operate AI assisted inspection services in all
mediums including land, sea and air", said DarkPulse CEO, Dennis O'Leary. "A key differentiator is TerraData's
ability to work in diverse marine environments with accuracy, efficiency, and expert results while eliminating risk to humans is a game-changer,"
Mr. O'Leary continued.
Under the terms of the agreement DarkPulse has
acquired 60% of the issued and outstanding equity interests of TerraData in exchange for 3,725,386 shares of DarkPulse's Common
Stock and $400,000, subject to adjustments, to be paid within 12 weeks of closing. As a result of the closing, TerraData is now a subsidiary
of DarkPulse. Additional cash will be invested in TerraData's ongoing operations, to be applied towards working capital and expansion
of the business.
About TerraData Unmanned PLLC
TerraData Unmanned provides unmanned aircraft
system (UAS) and remotely operated vehicle (ROV) services and consulting to both commercial and government clients. Using largely
proprietary UAS, TerraData provides photogrammetry and modeling services to the mining and construction industries in the form of 3D modeling
and mapping, volumetric analysis of stockpiles, and erosion calculations for mine ponds. With use of ROVs, they also support engineering
firms and water management districts with the inspection of subsurface structures such as submerged RCP/CMP culverts and the same techniques
and hardware are applied to piers, bridges, and alike. They also provide consulting services in the form of aircraft development
and testing, UAS assessment and acquisition, and UAS program development and integration. TerraData's personnel are not only
Part 107 Certified but have operated UAS on 5 continents, 10 countries, and more than 10 states during their careers to date. With
over 30 years of combined experience in the UAS industry, the TerraData team is often sought out to work with and solve complex problems
for commercial, military, and government clients around the world.
For more information, visit https://terradataunmanned.com/
1
About DarkPulse, Inc.
DarkPulse, Inc.
uses
advanced laser-based monitoring systems to provide rapid and accurate monitoring of temperatures, strains and stresses. The Company's
technology excels when applied to live, dynamic critical infrastructure and structural monitoring, including pipeline monitoring, perimeter
and structural surveillance, aircraft structural components and mining safety. The Company's fiber-based monitoring systems can assist
markets that are not currently served, and its unique technology covers extended areas and any event that is translated into the detection
of a change in strain or temperature. In addition to the Company's ongoing efforts with respect to the marketing and sales of its
technology products and services to its customers, the Company also continues to explore potential strategic alliances through joint venture
and licensing opportunities to further expand its global market position.
For more
information, visit www.DarkPulse.com
Safe Harbor Statement
This press release contains "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, that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements,
which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the
use of forward-looking terms such as "believe", "expect", "may", "should", "could,"
"seek", "intend", "plan", "goal", "estimate", "anticipate" or other comparable
terms. All statements other than statements of historical facts included in this news release regarding our strategies, prospects, financial
condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are neither historical facts
nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially
from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important
factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements
include, among others, the following: our ability to successfully market our products and services; the acceptance of our products and
services by customers; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount
and nature of competition from other security and telecom products and services; the effects of changes in the cybersecurity and telecom
markets; our ability to successfully develop new products and services; our success establishing and maintaining collaborative, strategic
alliance agreements, licensing and supplier arrangements; our ability to comply with applicable regulations; and the other risks and uncertainties
described in our prior filings with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or
otherwise.
Media contact:
DarkPulse Solutions, Inc.
media@DarkPulse.com
2

text: DarkPulse, Inc.

text:
TerraData
Unmanned, PLLC

text: Dark Pulse, Inc.

text: DarkPulse

text: DarkPulse

text: TerraData Unmanned, PLLC

text: TerraData

text: TerraData

text: TerraData

text: TerraData

text: DarkPulse

text: TerraData

text: TerraData

text: TerraData

text: DarkPulse

text: Terradata

text: TerraData

text: DarkPulse

text: DarkPulse

text: DarkPulse

text: TerraData

text: DarkPulse

text: DarkPulse

text: TerraData

text: DarkPulse

text: TerraData

text: DarkPulse

text: TerraData

text: DarkPulse

text: TerraData

text: TerraData

text: TerraData

text: TerraData

text: DarkPulse, Inc.

text: DarkPulse, Inc.

text: DarkPulse


text:
EX-99.1
12
v413147_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Pulmatrix
Raises $10 Million Private Placement;
To Begin
Trading on NASDAQ under "PULM"
Pulmatrix,
Inc. now has $27 million in cash and cash equivalents
LEXINGTON,
MA - June 16, 2015 - Pulmatrix, Inc., (NASDAQ: PULM), previously known as Ruthigen, Inc., today announced the completion of its
previously announced merger, effective June 15, 2015, and the closing of a private placement generating aggregate gross proceeds
of $10.0 million. Participants in the private placement included pre-merger investors in Pulmatrix such as funds affiliated with
5AM Ventures, ARCH Venture Partners and Polaris Partners, as well as funds affiliated with Altitude Life Science Ventures. Trading
in Pulmatrix's common stock will commence today on NASDAQ on a post-reverse-stock-split basis (CUSIP No. 74584P103).
"This
new funding enables further development our proprietary pipeline of inhaled therapeutics for rare diseases, led by our anti-fungal
candidate for cystic fibrosis and our branded generic for chronic obstructive pulmonary disease", said Robert W. Clarke,
Ph.D., Chief Executive Officer of Pulmatrix. "Following the financing and merger, we have $27 million in cash, which we
expect will fund our business into 2017, beyond multiple data readouts from ongoing and planned clinical studies, as well as other
corporate milestones".
For the remainder
of 2015 and throughout 2016, Pulmatrix plans to focus on achieving the following milestones:
·
2H
2015: Initiate European pharmacokinetic bioequivalence clinical study to advance development
of PUR0200, Pulmatrix's bronchodilator therapy candidate;
·
1H
2016: Report pharmacokinetic profile of PUR0200 versus the reference product from the
bioequivalence clinical study;
·
2H
2016: Initiate a Phase 1 trial and generate initial data for PUR1900, which would
become the first inhaled product candidate in development for treatment of fungal infections
in cystic fibrosis patients;
·
1H
2016: Identify active pharmaceutical ingredient for PUR1500, Pulmatrix's drug candidate
for idiopathic pulmonary fibrosis;
·
Further
strengthen patent protection for Pulmatrix's iSPERSE (Inhaled Small Particles Easily
Respirable and Emitted) platform and related therapeutic applications; and
·
Expand
Pulmatrix's senior management team.
Immediately
prior to the effective time of the merger, private company Pulmatrix closed a $10.0 million private placement pursuant to which
1,454,454 shares of post-merger common stock were issued. In addition, in connection with this private placement and in recognition
of the fact that a majority of these investors (i) surrendered warrants in private company Pulmatrix and (ii) and converted approximately
$30 million principal amount of non-convertible debt into equity for no consideration, investors in this private placement also
received warrants to purchase 3,190,000 shares of post-merger common stock at an exercise price of $7.56 per share, which only
become exercisable upon Pulmatrix's achievement of certain performance milestones.
Immediately prior to the effective time
of the merger, Ruthigen closed a private placement, led by Dr. Phillip Frost Chairman & CEO of OPKO Health, Inc. (NYSE: OPK),
of approximately 379,400 shares of its common stock at a price of $6.88 per share for aggregate gross proceeds of approximately
$2.6 million. Also immediately following the effective time of the merger, an aggregate of $4.5 million outstanding principal amount
of bridge loans made to private company Pulmatrix, plus any accrued and unpaid interest, converted into approximately 655,000 post-merger
shares of common stock at a conversion price of $6.88 per share.
In addition,
the combined company expects to receive approximately $7.0 million in the form a secured credit facility from Hercules Technology
Growth Capital, Inc. Pulmatrix is expected to issue a warrant to purchase 25,150 shares of its common stock at an exercise price
of $8.35 per share.
The merger
was structured as a stock-for-stock transaction, whereby all outstanding shares of Pulmatrix's common stock were converted
into the right to receive 0.148 shares of common stock in the predecessor company Ruthigen, Inc. The share numbers and prices
in the preceding two paragraphs give effect to a 1-for-2.5 reverse stock split of the post-merger common stock that occurred immediately
following the merger.
Immediately
after the issuance of shares to private company Pulmatrix's stockholders in connection with the merger and transactions
described above, private company Pulmatrix stockholders owned approximately 81.7% of the combined company's outstanding
common stock and pre-merger Ruthigen stockholders owned approximately 18.3% of the combined company's outstanding shares
of common stock, excluding the shares of common stock held in escrow to secure indemnification obligations.
Palladium Capital
Advisors, LLC acted as financial advisor to Pulmatrix in connection with the above transactions.
About Pulmatrix, Inc.
Pulmatrix is
a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary disease using
its patented iSPERSE technology. The Company's proprietary product pipeline is focused on advancing treatments for rare
diseases, including PUR1900, a, inhaled anti-fungal for patients with cystic fibrosis (CF) as well as PUR1500, an inhaled product
for the treatment of idiopathic pulmonary fibrosis. In addition, Pulmatrix is pursuing opportunities in major pulmonary diseases
through collaboration with partners. This includes PUR0200, a branded generic in clinical development for chronic obstructive
pulmonary disease (COPD), and other potential first-in-class treatments. Pulmatrix's product candidates are based on iSPERSE,
its proprietary dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations
and reducing systemic side effects to improve patient outcomes.
* * *
FORWARD-LOOKING STATEMENTS
Certain statements
in this press release that are forward-looking and not statements of historical fact are forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Combined Company cautions that
such statements involve risks and uncertainties that may materially affect the Combined Company's results of operations.
Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently
available to management. Actual results could differ materially from those contemplated by the forward-looking statements as a
result of certain factors, including but not limited to the risk that the benefits from the proposed transaction may not be fully
realized or may take longer to realize than expected; the ability to promptly and effectively integrate the businesses of Legacy
Ruthigen and Legacy Pulmatrix; the reaction of the Combined Company's customers, employees and counterparties to the transaction;
diversion of management time on transaction-related issues; the ability to establish that potential products are efficacious or
safe in preclinical or clinical trials; the ability to obtain appropriate or necessary governmental approvals to market potential
products; the ability to obtain future funding for developmental products and working capital; and the ability to secure and enforce
legal rights related to the Combined Company's products, including patent protection. A discussion of these and other factors,
including risks and uncertainties with respect to the Combined Company, is set forth in the registration statement on Form S-4
filed by Legacy Ruthigen on April 15, 2015, as amended. The Combined Company disclaims any intention or obligation to revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
***
Pulmatrix
Contacts
Investors
Tom
Baker
617-532-0624
tbaker@pulmatrix.com
Media
Kathryn
Morris
845.635.9828
kathryn@theyatesnetwork.com

text:
Pulmatrix,
Inc.

text: Pulmatrix, Inc.

text: Phillip Frost

text:
Palladium Capital
Advisors, LLC

text: Pulmatrix, Inc.