text:
EX-99.1
2
ex_125801.htm
EXHIBIT 99.1
ex_125801.htm
Exhibit 99.1
USA Truck Has A
cquired
P
rivately
H
eld Davis Transfer
Company
of Carnesville, Georgia
Van Buren, AR - October 18, 2018 -
USA Truck, Inc. (NASDAQ: USAK), a leading capacity solutions provider headquartered in Van Buren, AR, today announced that it has acquired privately held Davis Transfer Company and related entities (Davis) of Carnesville, GA.
Davis is a premier, high-service, southeast regional carrier with approximately $50 million in revenues and a recent operating ratio in the upper 80's. The company was founded by Harry Davis in 1959 and has been a family owned business since that time. Davis has been managed as a full truckload carrier for the past 20 years by Gary, Bill and Todd Davis. Todd will join the USA Truck leadership team as a Vice President. Davis will operate independently of USA Truck as a wholly owned subsidiary. Davis' employees and customers should notice little change moving forward.
Davis has a reputation as a safe operator, having been named Florida's Safest Carrier in both 2016 and 2017. The company also has a long history of outstanding service and is a recognized leader by its customers in regional, quasi-dedicated truckload freight.
James Reed, President and CEO of USA Truck said:
"Davis represents a unique opportunity to add capacity, loyal customers, and exceptional drivers - all of whom are committed to the continued strong performance of the business. The Davis family has been a great steward of the organization, with a strong track record of success and profitability, and this partnership reflects the next natural step in the progression and growth of Davis.
"We believe this acquisition gives USA Truck a greater presence in the southeast and provides three key strategic opportunities: increased alignment with driver domiciles, enhanced maintenance facility presence, and financial synergies. We believe there are opportunities to enhance the flow of driver movements into and out of existing markets - which we anticipate will minimize deadhead and enhance capacity availability and service to our customers. We intend to drive improvements to the maintenance cost structure of both USA Truck and Davis by leveraging Davis' existing terminal infrastructure. Finally, we anticipate the realization of certain financial synergies, especially in the procurement area. We believe these advantages, coupled with what we expect will be a substantially and immediately accretive business, make this acquisition a great fit".
The transaction will be primarily funded via the company's revolving credit facility and cash on hand, with a minimal equity issuance provided to Todd Davis to ensure strong alignment with interests of USA Truck shareholders. The post transaction leverage ratio (Net Debt to Adjusted EBITDA) is anticipated to remain within our previously communicated target range of 2.0x to 3.0x.
About USA Truck: USA Truck provides comprehensive capacity solutions to a broad and diverse customer base throughout North America. Our Trucking and USAT Logistics divisions blend an extensive portfolio of asset and asset-light services, offering a balanced approach to supply chain management including customized truckload, dedicated contract carriage, intermodal and third-party logistics freight management services. For more information, visit usa-truck.com or usatlogistics.com.
This press release contains certain statements that 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, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as "expects", "estimates", "projects", "believes", "anticipates", "plans", "intends", "outlook" "will", "should", and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In this press release, statements relating to accretion
and leverage
expectations and timing,
cost, revenue, and other synergy
opportunities,
and
future
results
are all forward-looking statements. The following
risks and factors
related to the acquisition
, among others, could cause actual results to differ materially from those in the forward-looking statements:
failing to
achiev
e
anticipated synergies, experiencing liabilities
that were not disclosed to us or that are
in excess of our estimates
and potential insufficiency of contractual indemnities in respect thereof
, disruption to our ongoing business,
including distraction of management and diversion of resources,
difficulties in markets that
Davis
serves, loss of customers, employees,
or
drivers, potential future impairment charges, write-offs, write-downs, or restructuring charges,
failure to achieve anticipated revenue, earnings, or cash flows, inconsistencies in or conflicts between standards, controls, procedures, and policies of the acquired company, failure to maintain or improve the safety or quality of services that have historically been provided,
and adverse consequences from the additional indebtedness from the acquisition
. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Accordingly, actual results may differ materially from those set forth in the forward-looking statements.
Readers should review and consider the factors
that may affect future results and other disclosures by USA Truck in
its press releases, stockholder reports, and filings with the Securities and Exchange Commission.
Any forward-looking statement speaks only as of the date on which it is made.
USA Truck
disclaim
s
any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this press release might not occur. All forward-looking statements attributable to
USA Truck
, or persons acting on our behalf, are expressly qualified in their entirety by this cautionary statement.

text: USA Truck

text:
Davis Transfer
Company

text: USA Truck, Inc.

text: Davis Transfer Company

text: USA Truck

text: USA Truck

text: James Reed

text: USA Truck

text: USA Truck

text: USA Truck

text: USA Truck

text: USA Truck

text: USA Truck

text: USA Truck

text: USA Truck

text: USA Truck


dataset: buster

text:
EX-99.1
2
emspressrelease.htm
PRESS RELEASE EMS BUSINESS UNIT
emspressrelease.htm
Exhibit 99.1
Winland Electronics, Inc. Completes the Sale of its Electronic Manufacturing Services Business Unit
Mankato, Minn. / January 3, 2011 -
Winland Electronics, Inc. (AMEX: WEX), a leading designer and manufacturer of custom electronic control products and systems, today announced that it has completed the sale of the assets of its Electronic Manufacturing Services business unit to Nortech Systems Incorporated, for an aggregate consideration of: (i) $1,542,389 in cash, of which $1,042,389 was paid at closing, $250,000 will be paid on July 1, 2011 and $250,000 will be paid on October 1, 2011, (ii) a minimum inventory consumption obligation of at least $2,200,000, and (ii) the assumption of substantially all of the liabilities of the company's Electronic Manufacturing Services business unit.
The completion of the transaction follows the special meeting of shareholders of Winland Electronics, Inc. held on December 29, 2010 at which holders of the company's common stock voted to approve the sale of the Electronic Manufacturing Services business unit pursuant to an asset purchase agreement dated November 15, 2010.
About Winland Electronics
Winland Electronics, Inc. (www.winland.com), an electronic manufacturing services (EMS) company, designs and manufactures custom electronic controls and assemblies primarily for original equipment manufacturer ("OEM") customers, providing services from early concept studies through complete product realization. Markets served primarily include medical, industrial, transportation and scientific instrumentation. In addition, the company designs and markets a proprietary line of environmental monitoring products to the security industry. These products monitor and detect critical environmental changes, such as changes in temperature or humidity, water leakage and power failures. Headquartered in Mankato, MN, Winland trades on the NYSE Amex Exchange under the symbol WEX.
Statements in this press release regarding the company's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. The company wishes to caution readers not to place undue reliance on such forward-looking statements, which statements are made pursuant to the Private Securities Litigation Reform Act of 1994, and as such, speak only as of the date made. To the extent the content of this press release includes forward-looking statements, they involve various risks and uncertainties.
Certain of these risk factors and uncertainties will be described in greater detail in Winland Electronics' filings with the Securities and Exchange Commission. Winland Electronics is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
CONTACT: Jan W. Drymon
The Carideo Group, Inc.
(612) 317-2881
jan@carideogroup.com

label: organization

text: Winland Electronics, Inc.

text: Winland Electronics, Inc.

text: Nortech Systems Incorporated

text: Winland Electronics, Inc.

text: Winland Electronics, Inc.

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
2
clxnpr101507majority5percent.htm
PRESS RELEASE DATED OCTOBER 15, 2007
EXHIBIT 99.1
Press Release
Source: CLX Investment Company
CLX Investment Company
Gains Majority Ownership of Zonda, Incorporated with Purchase of Additional Equity Interest
Issued Tuesday October 16,
9:38 am ET
MURRIETA, CA--(MARKET WIRE)--Oct. 16, 2007--CLX Investment Company, Inc. (OTC BB: CLXN) today announced that it has acquired majority ownership of Zonda, Incorporated, a developer and manufacturer of unique diagnostic tests for both the medical and non-medical markets, with the purchase of another 5% of Zonda's issued and outstanding shares. The purchase brings the company's total equity position in Zonda to 51% and paves the way for Zonda to become a major focus of the company's operations.
The additional 5% was acquired from one of Zonda's minority shareholders in exchange for restricted common stock.
Since mid-August 2007, CLX has increased its ownership of Zonda with the acquisition of an additional 15% of Zonda's issued and outstanding shares, raising its equity position from 41% to 51%.
CLX and Zonda have entered into an initial agreement in the form of a letter of intent under which CLX would acquire the remaining issued and outstanding shares of Zonda. Once the remaining due diligence is complete, the companies expect to reach a definitive agreement regarding the acquisition.
Zonda's tests utilize proprietary technology that detects enzymes that are specific to the target microorganisms. The Zonda medical diagnostic tests are ideal for the clinical laboratory, point of care, and the over-the-counter (OTC) markets.
Zonda's intellectual property position in enzymatic detection technology will give the company a unique position in the clinical diagnostic market where there is increasing need for simple, reliable, and cost-effective rapid point of care diagnostic tests. The company's first medical test for
Chlamydia
is currently sold throughout Europe under the
HandiLab brand and is expected to launch in the U.S. at the end of the first quarter 2008.
Zonda believes it will compete successfully with all current technologies, including the "gold standard" nucleic acid amplification testing (NAAT) technology, while offering several enhanced features.
More information regarding Zonda can be found on its official website,
www.zondaincusa.com
.
"We are pleased to have purchased the additional 5% necessary for CLX to become the majority owner of Zonda", said Steven R. Peacock consultant CEO of CLX Investment Company. "Zonda is an important cornerstone of our plans to build value for CLX shareholders, and gaining majority control of the company is an critical aspect of this strategy. This purchase triggers several additional events, which we expect to announce in the coming days, that will help to chart the future course of CLX and its plans for Zonda".
To sign up to receive information by email directly from CLX Investment Company when new press releases, investor newsletters, SEC filings, or other information is disclosed, please visit
http://www.clxinvestments.com/email.php
.
About CLX Investment Company
CLX Investment Company (
www.clxinvestments.com
) holds a 41% equity interest in Zonda, Inc. CLX has also invested, and holds a common stock position, in ActionView International, Inc. (
www.actionviewinternational.com
), a publicly traded global manufacturer and marketer of "smart" scrolling advertising billboards.
All statements included in this release, including statements regarding potential future plans and objectives of CLX Investments are forward-looking statements. Such statements are necessarily subject to risks and uncertainties, some of which are significant in scope and nature beyond CLX Investments' control. There can be no assurance that such statements will prove accurate. Actual results and future events could differ materially from those anticipated in such statements depending on many factors. Historical results are not necessarily indicative of future performance.
Contact:
Gemini Financial Communications
A. Beyer
951-677-8073
investors@clxinvestments.com

text: CLX Investment Company

override: organization

text: CLX Investment Company

text: Zonda, Incorporated

text: CLX Investment Company, Inc.

text: Zonda, Incorporated

text: Zonda

text: Zonda

text: Zonda

text: Zonda

text: CLX

text: Zonda

text: Zonda

text: CLX

text: Zonda

text: CLX

text: Zonda

text: Zonda

text: Zonda

text: Zonda

text: Zonda

text: Zonda

text: CLX

text: Zonda

text: CLX Investment Company

text: Zonda

text: CLX

text: CLX

text: Zonda

text: CLX Investment Company

text: CLX Investment Company

text: CLX Investment Company

text: Zonda

text: CLX

text: CLX

text: CLX


text:
EX-99.3
4
exh99-3.htm
PRESS RELEASE
July 19, 2017 Exhibit 99.3
Exhibit 99.3
S&W Announces Closing of Private Placement with
New and Existing Investors
New Investor Acquires 4.8% Stake
Two Largest Shareholders Participate
Provides Preliminary Financial Results for Fiscal Year 2017
For Immediate Release
Company Contact:
Matthew Szot, Chief Financial Officer
S&W Seed Company
Phone: (559) 884-2535
www.swseedco.com
Investor Contact:
Robert Blum, Joe Dorame, Joe Diaz
Lytham Partners, LLC
Phone: (602) 889-9700
sanw@lythampartners.com
www.lythampartners.com
HANFORD, California
- July 19, 2017 - S&W Seed Company (Nasdaq: SANW) announced it has closed a non-brokered private placement of its common
stock for total proceeds of approximately $10.7 million. A new investor, as well as S&W's two largest investors - MFP Partners, L.P. and Wynnefield Capital, Inc., participated. The
Company issued 2,685,000 shares of its common stock at a purchase price of $4.00 per share in the private placement.
S&W Seed Company anticipates using proceeds from the private placement for general working capital purposes, to pay down existing debt, and to pursue future growth
opportunities.
Fiscal Year 2017 Preliminary Results
Based on a preliminary and unaudited review of the financial results for the fiscal year ended June 30, 2017, S&W Seed Company currently expects revenue to be
approximately $75 million and Adjusted EBITDA in the range of $3.0 million and $4.0 million. The Company's results in fiscal year 2017 were primarily impacted due to weakness in the Saudi
Arabian market as regulatory restrictions on water usage continue to occur.
Mark Wong, recently appointed Chief Executive Officer of S&W Seed Company, commented, "Having been in the CEO role for a short period to this point, I clearly recognize
the significant impact that the water regulations in Saudi Arabia are having on one of our most important markets. We are sharply focused on developing solutions to address these issues.
While I work with the team to create our go- forward strategy, I am very encouraged with the just completed private placement. It establishes a strong financial base for the Company into the
future with the participation of our two largest existing investors and a new investor that recognizes the opportunity S&W represents. S&W has a number of tremendous assets, and
I look forward to leveraging those assets for the benefit of our loyal shareholders".
Mark Wong was named CEO of S&W Seed Company on June 20, 2017. With more than 40 years of experience developing agribusinesses,
with particular expertise in technology integration and commercialization, his appointment is part of S&W's strategic initiative to maintain its leadership position in its core alfalfa
crop, while expanding its portfolio into complimentary crops and technologies where S&W has the potential to become the dominant player in the forage market in the years to come.
Wong brings a proven track record of developing multiple successful agricultural companies, having sold three companies to industry leaders like Monsanto and Syngenta aggregating more
than $750 million in shareholder value. Additionally, Wong is chairman of one of the twenty largest dairies in the United States, American Dairyco.
About S&W Seed Company
Founded in 1980, S&W Seed Company is a global agricultural company, headquartered in the San Joaquin Valley of California. The Company's vision is to be the world's preferred
proprietary seed company which supplies a range of forage and specialty crop products that supports the growing global demand for animal proteins and healthier consumer diets. The
Company is a global leader in alfalfa seed, with significant research and development, production and distribution capabilities. S&W's capabilities span the world's alfalfa seed
production regions, with operations in the Western United States, including the San Joaquin and Imperial Valleys of California, Australia, and Canada, and S&W sells
its seed products in more than 30 countries around the globe. The Company also provides hybrid sorghum and sunflower, and is utilizing its research and breeding expertise to
develop and produce stevia, the all-natural, zero calorie sweetener for the food and beverage industry. For more information, please visit
www.swseedco.com
.
Preliminary Financial Results and Non-GAAP Financial Measures
The estimated financial results presented above are preliminary, based upon our estimates and are subject to revision based upon our year-end closing procedures and the
completion and audit of our year-end financial statements. These estimates are not a comprehensive statement of our financial results for this period and should not be viewed as a substitute
for full financial statements prepared in accordance with generally accepted accounting principles ("GAAP"). Our actual results may differ materially from these estimates as a
result of the completion of our year-end closing procedures, final adjustments and other developments arising between now and the time that our financial results for this period are finalized,
and such changes could be material.
We have included the non-GAAP financial measure of expected Adjusted EBITDA in this release. S&W uses this non-GAAP financial measure internally to facilitate period-to-period
comparisons and analysis of its operating performance, and believes it is useful to investors as a supplement to GAAP measures in analyzing, trending and benchmarking the performance
and value of the Company's business. However, it is not intended to be a substitute for financial measures reported in accordance with GAAP. Additionally, various line items, including
income taxes and other items that are required to reconcile between net income (loss) and Adjusted EBITDA, are subject to completion of our year-end closing procedures and the completion
and audit of our year-end financial statements. As a result, we have not reconciled the Adjusted EBITDA outlook for fiscal 2017 to net income (loss) because such reconciliation is not
available without unreasonable effort.
Safe Harbor Statement
This 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, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
"Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may", "future,"
"plan" or "planned", "will" or "should", "expected", "anticipates", "draft", "eventually" or
"projected." Forward-looking statements in this release include, but are not limited to, statements regarding the anticipated use
of proceeds with respect to the private placement financing, the Company's financial performance and the Company's strategic initiatives.
You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those
projected in the forward-looking statements, including the risk that our strategic initiatives may not achieve the expected results, and risks associated with our ability to successfully optimize
and commercialize our business. These and other risks are identified in our filings with the Securities and Exchange Commission, including without limitation our Annual Report on Form 10-K
for the year ended June 30, 2016 and in other filings subsequently made by the Company with the Securities and Exchange Commission. All forward-looking statements contained in this
press release speak only as of the date on which they were made and are based on management's assumptions and estimates as of such date. We do not undertake any obligation to
publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.

text: S&W

label: person

text: Matthew Szot

text: S&W Seed Company

text: S&W Seed Company

text: S&W

label: fund

text: MFP Partners, L.P.

override: fund

text: Wynnefield Capital, Inc.

text: S&W Seed Company

text: S&W Seed Company

text: S&W Seed Company

text: S&W

text: S&W

text: S&W Seed Company

text: S&W

text: S&W

text: S&W Seed Company

text: S&W Seed Company

text: S&W

text: S&W

text: S&W


text:
EX-99.1
2
a09-32613_1ex99d1.htm
EX-99.1
Exhibit 99.1
DANVERS BANCORP, INC.
FOR IMMEDIATE RELEASE
Date:
October 30, 2009
Contacts:
Kevin T. Bottomley
L. Mark Panella
President and CEO
Executive Vice President and CFO
Phone:
(978) 739-0263
(978) 739-0217
Email:
kevin.bottomley@danversbank.com
mark.panella@danversbank.com
Danvers Bancorp, Inc. Announces Completion of Beverly National
Corporation
Acquisition and Appointment of Three Directors
DANVERS, MASSACHUSETTS (October 30, 2009):
Danvers Bancorp, Inc.
(NASDAQ: DNBK) ("Danvers"), parent of
Danversbank, announced today that it has completed its acquisition of Beverly
National Corporation (NYSE Amex: BNV) ("Beverly"),
parent of Beverly National Bank.
Under
the terms of the merger, Beverly stockholders will receive 1.66 shares of
Danvers common stock in exchange for each common share of Beverly. Based on the
closing price of Danvers common stock on October 29, 2009, the transaction
is valued at approximately $23.06 per share of Beverly common stock or
approximately $62.1 million in the aggregate.
Effective
immediately following today's closing, Beverly President and CEO Don A.
Fournier will become an Executive Vice
President and a member of the senior executive management team at Danvers.
Also,
effective immediately following today's closing, Beverly directors Mark B.
Glovsky, Pamela C. Scott and Michael F. Tripoli have been appointed to the
Danvers board of directors. Mr. Glovsky,
Ms. Scott and Mr. Tripoli were also appointed as members of the
Danversbank board of directors.
Mr. Glovsky
is the Managing Partner of Glovsky & Glovsky, a general practice law
firm with offices in Beverly, Massachusetts.
Mr. Glovsky, who is 61, is a graduate of Dartmouth College and
Boston College Law School. Mr. Glovsky
resides in Gloucester, Massachusetts with his wife Livia Cowan.
Ms. Scott
is President and CEO of LVCC, Inc., a consulting firm that advises
investment management firms, non-profit organizations and other entities on
business development and organizational issues.
Ms. Scott, who is 57, resides in Danvers, Massachusetts.
Mr. Tripoli
is a certified public accountant and a founding partner in the firm of
Grandmaison & Tripoli, LLP. Mr. Tripoli,
who is 51, is a graduate of Merrimack College and Bentley University. Mr. Tripoli resides in Danvers,
Massachusetts with his wife Judie.
"We welcome Don, the staff at Beverly National Bank
and three of its directors to Danversbank.
I am pleased to strengthen our franchise through this acquisition and am
confident our two institutions will integrate seamlessly", said Kevin T.
Bottomley, Chairman, President and CEO of Danvers.
Danvers
expects that Beverly National Bank will be merged into Danversbank in February,
2010.
Company Profile
Danvers Bancorp, Inc.,
the holding company for
Danversbank
and Beverly National Bank, currently has approximately $2.3 billion in total
assets. Danvers, through its
wholly-owned bank subsidiaries, offers a wide range of commercial and retail
banking services, including commercial and industrial loans, commercial real
estate loans, owner-occupied residential mortgages and consumer loans, cash
management, debit and credit card products, online banking, and non-deposit
investment products and investment management services. Currently, Danversbank and Beverly National
Bank maintain branch locations in the following communities: Andover, Beverly, Boston, Cambridge, Chelsea,
Danvers, Hamilton, Malden, Manchester-by-the-Sea, Middleton, Peabody, Reading,
Revere, Salem, Saugus, Topsfield, Wilmington, and Woburn, Massachusetts. Additional information about Danvers and its
subsidiaries is available at www.danversbank.com.
Forward Looking Statements
This press release contains
statements that may be considered forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These
forward-looking statements are intended to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and this statement is included for purposes of
complying with these safe harbor provisions.
These forward-looking statements are based on current plans and
expectations, which are subject to a number of risk factors and uncertainties
that could cause future results to differ materially from historical
performance or future expectations.
These differences may be the result of various factors, including, among
others: (1) costs or difficulties related to the integration of the businesses
following the merger; (2) changes in the interest rate environment; (3) changes
in general economic conditions, legislative and regulatory changes; and (4) the
risk factors described in Danvers' Annual Report on Form 10-K for the year
ended December 31, 2008 as updated by Danvers' Quarterly Reports on Form 10-Q. Danvers undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or other changes.

text: DANVERS BANCORP, INC.

text: Kevin T. Bottomley

text: Mark Panella

text: Danvers Bancorp, Inc.

text:
Beverly National
Corporation

text: Danvers Bancorp, Inc.

text:
Beverly
National Corporation

text:
Kevin T.
Bottomley

text: Danvers Bancorp, Inc.


text:
EX-99.1
2
ex99-1.htm
EXHIBIT 99.1
Chanticleer
Holdings Closes Acquisition of BT's Burger Joint
CHARLOTTE,
NC - July 6, 2015 --
Chanticleer Holdings, Inc.
(NASDAQ: HOTR) (Chanticleer Holdings, or the "Company"),
owner and operator of multiple restaurant brands internationally and domestically, announced today that it closed the acquisition
of
BT's Burger Joint
("BT"), a better burger concept in North Carolina, on July 1, 2015. With four locations,
three in Charlotte and one in Asheville, the acquisition immediately doubles Chanticleer's presence in the Charlotte market.
"We
continue to execute our growth strategy with the acquisition of BT's Burger Joint. Increasing market share in North Carolina
strengthens our Company both in revenue and brand building. This, along with our recent acquisition of Virginia-based BGR: The
Burger Joint, creates exciting times for Chanticleer and our shareholders", said Mike Pruitt, CEO of Chanticleer Holdings,
Inc.
Chanticleer
Holdings now has 51 locations worldwide including fourteen Hooters restaurants, five American Burger Co. restaurants, seven Just
Fresh locations, twenty-one BGR: The Burger Joint locations and four BT's Burger Joint locations.
For
more information on the acquisition, please refer to Chanticleer Holding's Form 8-K filing filed with the SEC on July 6,
2015, available online at
www.sec.gov.
About
Chanticleer Holdings, Inc
Headquartered
in Charlotte, NC, Chanticleer Holdings (HOTR), together with its subsidiaries, owns and operates restaurant brands in the United
States and internationally. The Company is a franchisee owner of Hooters® restaurants in international markets including Australia,
South Africa, and Europe, and two Hooters restaurants in the United States. The Company also owns and operates American Burger
Co., BGR: The Burger Joint, and owns a majority interest in Just Fresh restaurants in the U.S.
For
further information, please visit
www.chanticleerholdings.com
Facebook:
www.Facebook.com/ChanticleerHOTR
Twitter:
http://Twitter.com/ChanticleerHOTR
Google+:
https://plus.google.com/u/1/b/118048474114244335161/118048474114244335161/posts
Forward-Looking
Statements:
Any
statements that are not historical facts contained in this release are "forward-looking statements" as that term is
defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as
"expects", "plans", "projects", "will", "may", "anticipates", "believes,"
"should", "intends", "estimates", and other words of similar meaning. Such forward-looking statements
are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions
or orders that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments
in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties
related to the fluctuation of global economic conditions, the performance of management and our employees, our ability to obtain
financing or required licenses, competition, general economic conditions and other factors that are detailed in our periodic reports
and on documents we file from time to time with the Securities and Exchange Commission. The forward-looking statements contained
in this press release speak only as of the date the statements were made, and the companies do not undertake any obligation to
update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the
PSLRA.
Press
Information:
Chanticleer
Holdings, Inc.
Investor Relations
Phone: 704.366.5122
ir@chanticleerholdings.com
Investor
Relations
John
Nesbett/Jennifer Belodeau
Institutional
Marketing Services (IMS)
Phone
203.972.9200
jnesbett@institutionalms.com

text:
Chanticleer
Holdings

text: BT's Burger Joint

text: Chanticleer Holdings, Inc.

text: Chanticleer Holdings

text: BT's Burger Joint

text: Chanticleer

text: BT's Burger Joint

text: Chanticleer

text: Mike Pruitt

text:
Chanticleer Holdings,
Inc.

text:
Chanticleer
Holdings

text: BT's Burger Joint

text: Chanticleer

text: Chanticleer Holdings

text: Chanticleer Holdings

text:
Chanticleer
Holdings, Inc.


text:
EX-99.1
4
exhibit99-1.htm
EXHIBIT 99.1
Helius Medical Technologies, Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
Helius Medical Technologies Inc. and A&B Company Limited
Enter Into Strategic Agreement For The Development of
PoNS
TM
Therapy in China, Hong Kong, Macao, Taiwan and
Singapore.
A&B HK) Ltd Provides US $7.0M Funding Commitment to
Helius Medical Technologies Inc.
Newtown PA, and HONG KONG, October 13, 2015 - Helius Medical
Technologies Inc. (CSE: HSM; OTCQB: HSDT) ("Helius" or the "Company") announced
today that it has entered into strategic agreements with A&B Company Limited
("A&B") for the development and commercialization of the Portable
Neuromodulation Stimulator ("PoNS™") Therapy in China, Hong Kong, Macao, Taiwan
and Singapore (the "Territories"). A&B is an investment and development
company based in Hong Kong owned by Dr. Kong Lam.
The agreement, a sale and licensing transaction, transfers
ownership of certain Asian patents, patent applications, and product support
material for the PoNS
TM
device to A&B. A&B assumes all
development, patent (both application and defense), future manufacturing,
clinical trial, and regulatory approval costs for the Territories. Helius and
A&B will share and transfer ownership of any intellectual property or
support material (developed by either party) for their respective
geographies.
Helius' PoNS
TM
device is being investigated for its
safety and effectiveness in the treatment of chronic neurological symptoms
caused by disease or trauma. In the United States, it is being investigated in a
registrational clinical trial for the treatment of balance disorder in patients
with mild to moderate traumatic brain injury and the Company expects to submit
the PoNS
TM
to the US Food and Drug Administration (the "US FDA") for
clearance in 2016.
Philippe Deschamps, CEO of Helius, said: "We are very pleased
to enter into this collaboration with A&B. Helius believes collaborating
with an innovator in Asia will not only accelerate product evolution, but it
will also provide us with a partner suited to both expand and defend
intellectual property rights in these key markets".
Commenting on the announcement, Dr. Lam Kong, owner of A&B,
said: "It's a pleasure for A&B to establish a strategic relationship with
Helius. There are currently no effective medical devices for the chronic
neurological symptoms of traumatic brain injury. Bringing this potentially life
changing technology to this significant and underserved market is an exciting
prospect for A&B and fits with our vision to provide innovative solutions to
those in need".
Highlights:
Helius, as a manufacturer of the PoNS, will receive:
An ongoing fee relating to the amount paid by A&B for
PoNS
TM
devices and relevant components purchased by A&B from NHC,
an affiliate of Helius, or its designated manufacturer for the licensed
territories.
A one-time milestone payment once a certain sales milestone is
reached.
A&B Funding Commitment:
A&B will provide a US$7.0 mln credit facility. The first
US$2.0 mln of this facility will be immediately drawn down and convertible
promissory note issued. As agreed, Helius will repay the US $2.0 mln note
through the issuance of approximately 2.083 mln shares of Helius at a price of
US $0.96/share and approximately 1.042 mln, 3-year, warrants at an exercise
price of US $1.44.
Helius, at the Company's option, can draw down the remaining US
$5.0 mln in the facility within six month through issuing additional shares and
warrants at a price scheme agreed to by both parties. The facility cannot be
cancelled or withdrawn unless there is an event of default by Helius as defined
in the document or some material obstacle with regards to the PoNS
TM
obtaining eventual regulatory approval in the United States.
As long as terms of the credit facility remain competitive
Helius intends to, but is not obliged to, draw against the remainder of the
credit facility within the next six months to fund PoNS
TM
continued
development.
All securities issues with respect to the credit facility will
be subject to a four-month statutory hold period.
About Helius Medical Technologies (HMT)
Helius Medical Technologies is a medical technology holding
company focused on neurological wellness. HMT seeks to develop, license and
acquire unique, non-invasive platform technologies that amplify the brain's
ability to heal itself. HMT intends to file for U.S. Food and Drug
Administration clearance for the PoNS™ device. For more information, please
visit www.heliusmedical.com.
About A&B (HK) Company Limited
A&B (HK) Company Limited is an investment and development
company based in Hong Kong, which is wholly-owned by Dr. Lam Kong.
Cautionary Disclaimer Statement:
The Canadian Securities Exchange has not reviewed and does
not accept responsibility for the adequacy or accuracy of the content of this
news release
.
This news release contains forward-looking statements relating
to the successful development of the Company's PoNS
TM
device and
other statements that are not historical facts. Forward-looking statements are
often identified by terms such as "will", "may", "should", "anticipate",
"expects" and similar expressions. All statements other than statements of
historical fact, included in this release are forward-looking statements that
involve risks and uncertainties. There can be no assurance that such statements
will prove to be accurate and actual results and future events could differ
materially from those anticipated in such statements. Important factors that
could cause actual results to differ materially from the Company's expectations
include the failure to satisfy the conditions of the Canadian Securities
Exchange and other risks detailed from time to time in the filings made by the
Company with securities regulations.
The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be incorrect. Events
or circumstances may cause actual results to differ materially from those
predicted, as a result of numerous known and unknown risks, uncertainties, and
other factors, many of which are beyond the control of the Company. The reader
is cautioned not to place undue reliance on any forward-looking information.
Such information, although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may differ materially
from those anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made as of the
date of this news release and the Company will update or revise publicly any of
the included forward-looking statements as expressly required by applicable law.
# # #
Contact:
Investor Relations:
778-588-7144
info@heliusmedical.com
Corporate Contact
:
Phil Deschamps
614-596-2597
pdeschamps@heliusmedical.com
Media Contact:
Becky Kern
914-772-2310
media@heliusmedical.com

text: Helius Medical Technologies Inc.

text: A&B Company Limited

text: Helius Medical Technologies Inc.

text:
Helius Medical
Technologies Inc.

text: A&B Company Limited

text: Kong Lam

text: Philippe Deschamps

text: Lam Kong

text: Lam Kong


text:
EX-99.1
6
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
Exhibit
99.1
HepaLife™
Acquires Liver Support Technology, Tested in America's Largest-Ever Human
Clinical Trial for Bioartificial Liver Assist Devices
HepaLife
bolsters development and strengthens its IP portfolio through acquisition of
bioartificial liver technology: clinically evaluated in over 170 human patients,
with 12 additional patents and licenses, and FDA's "orphan drug" and
"fast-track" designation.
Boston,
MA - October 7, 2008 - HepaLife Technologies, Inc. (OTCBB: HPLF) (FWB: HL1)
(WKN: 500625), developers of the first-of-its-kind bioartificial liver device
intended for the treatment of human liver failure, announced that the Company
has acquired a liver support technology formerly known as "HepatAssist", along
with numerous related patents, licenses, clinical protocols, and important
fast-track and orphan drug designations by the United States Food and Drug
Administration (FDA).
"The
complexion of our Company has changed dramatically as a result of this
acquisition, and the prospects for substantially cutting our time-to-market for
a commercial bioartificial liver device have become very real", stated Mr. Frank
Menzler, President, CEO and Chairman of HepaLife Technologies, Inc. "This move
significantly improves our market position, and marks a very important milestone
in the research and development of our bioartificial liver".
In
ongoing efforts to enhance and strengthen its patented PICM-19 porcine liver
cell line-supported bioartificial liver technology, HepaLife has purchased
certain assets of Waltham, MA-based Arbios Systems, Inc., relating to the
company's pig cell-reliant liver device technology, HepatAssist. HepatAssist was
evaluated in the largest-ever phase II/III clinical study (prospective
randomized trial involving over 170 patients) to test safety and efficacy of a
bioartificial liver assist device, with the resultant clinical data published in
2004.
Among the
assets acquired by HepaLife, included are: over 12 patents and patent licenses;
miscellaneous equipment; FDA Investigative New Drug Application, including
important orphan drug and fast track designation; Phase I and Phase II/III
clinical protocols; clinical data from human patient trials; and standard
operating procedures for manufacturing and quality control.
The
purchase price of the acquired assets consisted of cash and warrants to purchase
shares of the Company's common stock.
As a
result of the successful acquisition of the HepatAssist technology, HepaLife
also announced today plans to deploy an enhanced product development program,
and immediate re-organization of the Company's bioartificial liver device
development activities. The Company has notified the U.S. Department of
Agriculture, Agricultural Research Service (USDA, ARS) that it has elected to
terminate the Cooperative Research and Development Agreement (the "CRADA")
between the Company and the USDA, ARS effective November 30, 2008.
The
exclusive license agreement for the PICM-19 liver cell line with the USDA, ARS
for the use of patented liver cell lines in artificial liver devices and
in-vitro toxicological testing platforms remains in force and
effect. Last month, HepaLife announced expansion of this license,
allowing for the additional use of PICM-19 cells as an in-vitro infection host
system for viral and protozoan agents such as malaria.
Please
see press release from October 1, 2008.
(
http://www.hepalife.com/press_releases/20081001.html.php
).
The
Company also announced the appointment of Mr. Frank J. Fabio as HepaLife's Chief
Financial Officer. Mr. Fabio received a BBA in Accounting from
Pace University in June 1973, and has been a Certified Public Accountant
since 1976. Mr. Fabio earned his MS in Taxation from Long
Island University in June 1989, and was employed by Ernst & Ernst from
1973 to 1980. Since 1980, Mr. Fabio has maintained a private
accountancy practice in New York.
ABOUT
HEPALIFE TECHNOLOGIES, INC.
Based in
Boston, Massachusetts, HepaLife Technologies, Inc. (OTCBB:
HPLF - News
) (FWB:
HL1) (WKN: 500625) is a developer of cell-based medical technologies addressing
prevalent human health concerns.
Any
statements contained in this press release regarding our ongoing research and
development and the results attained by us to-date have not been evaluated by
the Food and Drug Administration.
For
additional information, please visit
www.hepalife.com
.
To
receive future press releases via email, please visit:
http://www.hepalife.com/investor_alerts.php
To view
the full HTML text of this release, please visit:
http://www.hepalife.com/press_releases/20081007.html.php
Legal Notice Regarding
Forward-Looking Statements
No
statement herein should be considered an offer or a solicitation of an offer for
the purchase or sale of any securities. This release contains forward-looking
statements that are based upon current expectations or beliefs, as well as a
number of assumptions about future events. Although the Company believes that
the expectations reflected in the forward-looking statements and the assumptions
upon which they are based are reasonable, it can give no assurance that such
expectations and assumptions will prove to have been correct. Forward-looking
statements, which involve assumptions and describe our future plans, strategies,
and expectations, are generally identifiable by use of the words "may", "will,"
"should", "could", "expect", "anticipate", "estimate", "believe", "intend", or
"project" or the negative of these words or other variations on these words or
comparable terminology. The reader is cautioned not to put undue reliance on
these forward-looking statements, as these statements are subject to numerous
factors and uncertainties, including but not limited to adverse economic
conditions, intense competition, lack of meaningful research results, entry of
new competitors and products, adverse federal, state and local government
regulation, inadequate capital, unexpected costs and operating deficits,
increases in general and administrative costs, termination of contracts or
agreements, technological obsolescence of the Company's products, technical
problems with the Company's research and products, price increases for supplies
and components, litigation and administrative proceedings involving the Company,
the possible acquisition of new businesses or technologies that result in
operating losses or that do not perform as anticipated, unanticipated losses,
the possible fluctuation and volatility of the Company's operating results,
financial condition and stock price, losses incurred in litigating and settling
cases, dilution in the Company's ownership of its business, adverse publicity
and news coverage, inability to carry out research, development and
commercialization plans, loss or retirement of key executives and research
scientists, changes in interest rates, inflationary factors, and other specific
risks. We currently have no commercial products intended to diagnose, treat,
prevent or cure any disease. The statements contained in this press release
regarding our ongoing research and development and the results attained by us
to-date have not been evaluated by the Food and Drug Administration. There can
be no assurance that further research and development, and /or whether clinical
trial results, if any, will validate and support the results of our preliminary
research and studies. Further, there can be no assurance that the necessary
regulatory approvals will be obtained or that HepaLife will be able to develop
commercially viable products on the basis of its technologies. In addition,
other factors that could cause actual results to differ materially are discussed
in the Company's most recent Form 10-Q and Form 10-K filings with the Securities
and Exchange Commission. These reports and filings may be inspected and copied
at the Public Reference Room maintained by the U.S. Securities & Exchange
Commission at 100 F Street, N.E., Washington, D.C. 20549. You can obtain
information about operation of the Public Reference Room by calling the U.S.
Securities & Exchange Commission at 1-800-SEC-0330. The U.S. Securities
& Exchange Commission also maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the U.S. Securities & Exchange Commission at
http://www.sec.gov. The Company undertakes no obligation to publicly release the
results of any revisions to these forward looking statements that may be made to
reflect the events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

text: HepaLife

text: HepaLife

text: HepaLife Technologies, Inc.

text:
Frank
Menzler

text: HepaLife Technologies, Inc.

text: HepaLife

text: HepaLife

text: HepaLife

text: HepaLife

text: Frank J. Fabio

text: HepaLife

text: HEPALIFE TECHNOLOGIES, INC.

text: HepaLife Technologies, Inc.

text: HepaLife


text:
EX-99.1
2
a12-18883_1ex99d1.htm
EX-99.1
Exhibit 99.1
Synergy Pharmaceuticals
Acquires FV-100 Shingles Drug from Bristol-Myers Squibb Company
NEW YORK, NY, August 23, 2012 - Synergy Pharmaceuticals Inc. (Nasdaq: SGYP), a developer of new drugs to treat gastrointestinal disorders and diseases, today announced that it has signed an Asset Purchase Agreement with Bristol-Myers Squibb Company (NYSE:BMY) and has acquired the assets related to FV-100, an orally available nucleoside analogue, currently being developed for the treatment of shingles, a severe, painful skin rash caused by reactivation of the varicella zoster virus - the virus that causes chickenpox.
"FV-100 is a drug candidate we believe has great potential to treat patients suffering from shingles", said Dr. Gary S. Jacob, CEO of Synergy Pharmaceuticals. "We believe that with our expanding clinical experience in utilizing patient-reported outcome tools from our GI program, a feature that will be necessary for supporting pain-related indications for FV-100, we are in a unique position to further develop FV-100 for patients not adequately treated with present-day therapy".
FV-100 earlier completed a Phase 2a clinical trial in shingles patients, in which the drug was given to a total of 230 patients comprised of two cohorts of 115 patients dosed at 200 mg and 400 mg, respectively, and found to be well tolerated at both doses. Clinically meaningful reductions in time to resolution of clinically significant pain and in incidence of post-herpetic neuralgia were noted.
About Synergy Pharmaceuticals Inc.
Synergy is a biopharmaceutical company focused on the development of new drugs to treat gastrointestinal disorders and diseases. Synergy's lead proprietary drug candidate plecanatide is a synthetic analog of the human gastrointestinal hormone uroguanylin, and functions by activating the guanylate cyclase C receptor on epithelial cells of the GI tract. Synergy completed a Phase I study of plecanatide in healthy volunteers and a Phase IIa clinical trial in CIC patients. In October, 2011, Synergy initiated dosing of patients in a major 880-patient Phase II/III clinical trial of plecanatide to treat chronic idiopathic constipation. Plecanatide is also being developed to treat constipation-predominant irritable bowel syndrome, with the first trial in IBS-C patients planned for the second half of 2012. Synergy's second GC-C agonist SP-333 is currently in pre-clinical development to treat inflammatory bowel diseases. More information is available at http://www.synergypharma.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as "anticipate", "planned", "believe", "forecast", "estimated", "expected", and "intend", among others. These forward-looking statements are based on Synergy's current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, substantial competition; our ability to continue as a going concern; our need for additional financing; uncertainties of patent protection and litigation; uncertainties of government or third party payer reimbursement; limited sales and marketing efforts
and dependence upon third parties; and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. As with any pharmaceutical under development, there are significant risks in the development, regulatory approval and commercialization of new products. There are no guarantees that future clinical trials discussed in this press release will be completed or successful or that any product will receive regulatory approval for any indication or prove to be commercially successful. Synergy does not undertake any obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in Synergy's Form 10-K for the year ended December 31, 2011 and other periodic reports filed with the Securities and Exchange Commission.
Investor Contact Information:
Danielle Spangler
The Trout Group
synergy@troutgroup.com
(646) 378-2924

text: Synergy Pharmaceuticals

text: Bristol-Myers Squibb Company

text: Synergy Pharmaceuticals Inc.

text: Bristol-Myers Squibb Company

text: Gary S. Jacob

text: Synergy Pharmaceuticals

text: Synergy Pharmaceuticals Inc.


text:
EX-99.1
4
a16-12302_15ex99d1.htm
EX-99.1
Exhibit 99.1
HCP, Inc. Completes Spin-Off of Quality Care Properties, Inc.
Quality Care Properties to Begin "Regular Way" Trading on NYSE on November 1
IRVINE, Calif., October 31, 2016 /PRNewswire/ -- HCP, Inc. (NYSE:HCP) announced today that it has completed the previously announced spin-off (the "Spin-Off") of its HCR ManorCare portfolio of skilled nursing and assisted living assets, as well as certain other assets, into Quality Care Properties, Inc. ("QCP").
QCP is now an independent, publicly-traded, self-managed and self-administered company that will elect to be treated as a real estate investment trust ("REIT"). Since October 20, 2016, QCP shares have traded on a "when issued" basis on the New York Stock Exchange (NYSE) under the symbol "QCP WI." The "when issued" trading of common shares of QCP ended as of market close today. Beginning November 1, 2016, QCP will trade "regular way" on the NYSE under the symbol "QCP".
As previously announced, on October 31, 2016, HCP common stockholders received one share of QCP common stock for every five shares of HCP common stock they held on October 24, 2016, the record date for the Spin-Off. HCP common stockholders will receive cash in lieu of fractional shares of QCP. Following the Spin-Off, HCP's common stock will continue to trade on the NYSE under the symbol "HCP." Stockholders do not need to take any action in connection with the transaction.
Mike McKee, Chairman of the Board, President and Chief Executive Officer of HCP, stated, "Today is a significant milestone in HCP's history, marking the end of an extensive process to address our portfolio concentration related to HCR ManorCare. We firmly believe the Spin-Off is the best outcome to maximize value for both HCP and QCP stockholders. As two independent companies, HCP and QCP will be able to focus on their inherent strengths and will have increased flexibility to pursue their distinct growth strategies. HCP expects to benefit from its improved portfolio quality and enhanced ability to accelerate growth within its core businesses of Senior Housing, Life Science and Medical Office properties".
Mr. McKee added, "QCP has compelling growth prospects and a dedicated management team with a strong track record. HCP is highly confident in Mark Ordan and his team's ability to unlock the value of the QCP assets. On behalf of the entire Board and executive team, we wish them great success".
Barclays and Morgan Stanley are acting as financial advisors to HCP, and Skadden, Arps, Slate, Meagher & Flom LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal counsel.
About HCP
HCP, Inc. is a fully integrated REIT that invests primarily in real estate serving the healthcare industry in the United States. HCP owns a large-scale portfolio diversified across multiple sectors, led by senior housing, life science and medical office. Recognized as a global leader in sustainability, HCP has been a publicly traded company since 1985 and was the first healthcare REIT selected to the S&P 500 index. For more information regarding HCP, visit
www.hcpi.com
.
Forward-Looking Statements
Statements in this communication regarding the future performance of, or outlook for, HCP and QCP, and all other statements that are not historical factual statements, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not place undue reliance on any such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions and other factors-many of which are out of HCP's and QCP's control and difficult to forecast-that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, with respect to both HCP and QCP, among other things, the risks and uncertainties described under the heading "Risk Factors" in QCP's registration statement on Form 10 and other risks and uncertainties described from time to time in HCP's and QCP's respective filings with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date on which such statements are first made. HCP assumes no, and hereby disclaim any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law.
Contact
Investor Relations
Thomas M. Herzog
Executive Vice President and Chief Financial Officer
HCP, Inc.
(949) 407-0400

text: Barclays

text: Morgan Stanley


text:
EX-99.1
5
a14-4821_2ex99d1.htm
EX-99.1
Exhibit 99.1
American Midstream Closes Acquisition of
Eagle Ford Natural Gas Gathering System
DENVER, CO - February 3, 2014
- American Midstream Partners, LP (AMID) (the "Partnership") today announced that it completed the acquisition of an approximate 120-mile natural gas gathering and redelivery system located in the oil window of the Eagle Ford shale from a subsidiary of Penn Virginia Corporation (PVA).
The acquisition was announced on January 22, 2014 and includes a long-term, fee-based gathering agreement, whereby Penn Virginia dedicated for 25 years all current and future natural gas production from the areas served by the system. The system is currently flowing more than 40 million cubic feet per day between sales volumes and gas lift, with a significant ramp in volumes expected throughout 2014 and thereafter. Production gathered by the system is compressed and delivered to a third party for processing or redelivered to Penn Virginia for gas lift. Penn Virginia is operating six to seven rigs on the system with nearly 900 remaining drilling locations in the acreage dedicated to American Midstream, and volumes are expected to triple from current operating levels by mid-2015.
The acquisition is expected to be accretive to American Midstream's expected distribution level for 2014, and creates a competitive position in a strategic shale play with fee-based contracts that are not directly subject to commodity price volatility.
As a result of the acquisition, management intends to recommend to the board of directors an increase in the Partnership's quarterly distribution of approximately two percent beginning with the distribution for the third quarter 2014, in addition to management's intent to recommend to the board an approximate two percent increase for the first quarter 2014 distribution associated with the recently closed Blackwater acquisition.
About American Midstream Partners, LP
Denver-based American Midstream Partners is a growth-oriented limited partnership formed to own, operate, develop and acquire a diversified portfolio of midstream energy assets. The Partnership provides midstream services in the Gulf Coast and Southeast regions of the United States. For more information about American Midstream Partners, visit www.AmericanMidstream.com.
Forward-Looking Statements
This press release includes forward-looking statements. These statements relate to, among other things, projections of operational volumetrics and improvements, growth projects, cash flows and capital expenditures. We have used the words "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "should", "will", "potential", and similar terms and phrases to identify forward-looking statements in this press release.
Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Acquisitions present risks such as:
integration, maintenance of customer relationships, and assumption of new liabilities. Our operations and future growth involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors which are described in greater detail in our filings with the SEC. Please see our Risk Factor disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2012 filed on April 16, 2013 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed on November 13, 2013. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. The forward-looking statements herein speak as of the date of this press release. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this press release.

text: American Midstream Partners

text: Penn Virginia Corporation

text: American Midstream Partners

text: American Midstream Partners

text: American Midstream Partners


text:
EX-99.1
4
exh99-1.htm
PRESS RELEASE DATED JULY 12, 2010
exh99-1.htm
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
July 12, 2010
Famous Products Acquires DNA Beverage
Boca Raton, FL - (Business Wire) - Famous Products, Inc. (OTCBB "FPRD") today announced that it has acquired all of the assets, liabilities and contract rights, as well as Grass Roots Beverage Co., Inc. from DNA Beverage Corporation ("DNA"). The acquisition was in exchange for the issuance of 31,250,000 shares of common stock. Also, as a result of this transaction the name of Famous Products has been changed to "DNA Brands, Inc".
The Company also announced Darren Marks has been named Chairman, President and CEO and Melvin Leiner, Chief Financial Officer, Treasurer, Secretary and Director. They replace former management who resigned upon the completion of the acquisition. Messrs. Marks and Leiner were the former management of DNA.
"We are excited about the prospects of having our Common Stock traded on the OTC Bulletin Board. We believe that this transaction will enhance opportunities for DNA to raise additional capital in order to allow us to continue our growth, as well as to provide our shareholders with greater liquidity and upside potential", stated Mr. Marks.
John Quam, former President of Famous Products, stated "We were very impressed with the growth potential offered by DNA. Recent significant developments, including its new relationship with Anheuser Bush's Florida distributors, approval from US military buying organizations to purchase product, co-branding agreements with CVS, the NBA's New Orleans Hornet, Orlando Magic, the NFL's Arizona Cardinals and Major League Baseball's Florida Marlins, with more pending, made this too great an opportunity for us to pass up for our shareholders".
About DNA Products
DNA Beef Jerky, DNA Shred Stix and DNA Energy Drinks are high quality products manufactured to exact standards to achieve superior taste. DNA Energy Drink comes in Citrus, Sugar Free Citrus, and Lemon Lime flavors. DNA Beef Jerky comes in Original and Teriyaki flavors and DNA Shred Stix come in Original, Pizza, and Spicy Jalapeno flavors.
DNA Energy Drink and DNA Shred Stix remain true to its action sports roots. We support athletes, artists, and events on the local and national levels. We also support our accounts and local shops through our grass roots marketing programs. For more info go to www.dnabeveragecorp.com
.
For more information about DNA Energy Drink, its athletes and sponsorships, please visit:
http://cts.businesswire.com/ct/CT?id=smartlink&div=hfhjbghgg&url=http%3A%2F%2Fwww.dnaenergydrink.com&esheet=5934050&lan=en_US&anchor=www.dnaenergydrink.com&index=1
.
Safe Harbor Forward-Looking Statements
To the extent that statements in this press release are not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this release are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made.
Contacts
DNA Beverage Corporation
Darren M. Marks, 954-970-3826
darren@dnaenergydrink.com
Permalink:
http://www.businesswire.com/news/home/20090406005918/en

text: Famous Products

text:
DNA Beverage
Boca Raton

text: Famous Products, Inc.

text: Famous Products

text: Melvin Leiner

text: Famous Products


text:
EX-99.1
2
a12-28438_1ex99d1.htm
EX-99.1
Exhibit 99.1
Hillenbrand Completes Coperion Acquisition and Announces FY2013 Guidance
BATESVILLE, Indiana, and STUTTGART, Germany, December 3, 2012
- /PR Newswire / - Hillenbrand, Inc. (NYSE: HI) has completed its previously announced acquisition of privately held Coperion Capital GmbH for a purchase price of approximately €419 million ($545 million), which includes the assumption of approximately €87 million of net debt and an estimated €100 million of pension liabilities.
Based in Stuttgart, Germany, Coperion is a global leader in the manufacture of compounding, extrusion and bulk material handling equipment used in a broad range of industries, including plastics, chemical, food processing, pharmaceutical and aluminum, as well as related replacement parts and service. Coperion becomes the largest company in Hillenbrand's Process Equipment Group.
"Completing the Coperion acquisition represents a significant step forward that will further accelerate the growth of the Hillenbrand Process Equipment Group", said Kenneth A. Camp, Hillenbrand's president and chief executive officer. "Coperion is a highly respected brand with an exceptionally talented leadership team. Their world-wide parts and service network will enable our existing businesses to more quickly enter new global markets, and our current U.S. footprint will enable Coperion to grow more rapidly in North America".
Guidance
Hillenbrand expects 2013 global revenue to be approximately $1.6 billion. Revenue from the Process Equipment Group is expected to exceed $1 billion and Batesville is anticipated to deliver approximately $600 million in revenue. Given current foreign exchange rates, management expects minimal translation impact to revenue compared to 2012. Now that the Process Equipment Group represents over 60% of global revenue, the fourth quarter of 2013, ending September 30th, is expected to be the largest from both a revenue and earnings perspective.
Adjusted diluted EPS for 2013 is projected to range from $1.82 to $1.92. Expected adjustments include such items as inventory step-up, backlog amortization, and other costs related to the Coperion acquisition and transition. Accretion from the Coperion acquisition is expected to exceed $0.20. This estimate also takes into account changes to employee compensation and benefits, taxes and other estimates that impacted adjusted diluted EPS favorably in 2012 by approximately $0.13, which are not expected to recur in 2013.
"Adding Coperion to the existing family of Hillenbrand companies will provide substantial first-year additions to earnings and cash flow", said Mr. Camp. "But more significant is the continued increase in shareholder value the growing Process Equipment Group will generate in addition to the financial performance of the Batesville platform".
About Hillenbrand
Hillenbrand (www.Hillenbrand.com) is a global diversified industrial company that makes and sells premium business-to-business products and services for a wide variety of industries. We pursue profitable growth and meaningful dividends for our shareholders by leveraging our leading brands, robust cash generation capabilities and strong core competencies.
About Coperion
Coperion (www.coperion.com) is the international market and technology leader in compounding systems, bulk materials handling systems and services. Coperion designs, develops, manufactures and maintains systems, machines and components for the plastics, chemicals, pharmaceutical, food and minerals industries.
In addition to the financial measures prepared in accordance with accounting principles generally accepted in the U.S. (GAAP), this earnings release also contains non-GAAP financial measures. These non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Hillenbrand uses this information internally and believes it is helpful to investors because it allows more meaningful period-to-period comparisons of our ongoing operating results. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by these types of items. Finally, the company believes these non-GAAP measures provide a higher degree of transparency to the company's core operations.
In providing 2013 adjusted diluted EPS guidance, there could be differences between expected GAAP diluted EPS and adjusted diluted EPS for matters including, but not limited to, inventory step-up, backlog amortization, and other costs related to the Coperion acquisition and transition. At this time, management is not able to estimate with precision the aggregate impact of these items on GAAP diluted EPS. Accordingly, a GAAP equivalent for adjusted diluted EPS guidance has not been provided.
Forward-Looking Statements and Factors That May Affect Future Results
Throughout this release, we make a number of "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. As the words imply, these are statements about plans, objectives, beliefs, and expectations that might or might not happen
in the future, as contrasted with historical information. Forward-looking statements are based on assumptions that we believe are reasonable, but by their very nature are subject to a wide range of risks.
Accordingly, in this release, we may say something like,
"We
expect
that future revenue associated with the Process Equipment Group will be influenced by order backlog".
That is a forward-looking statement, as indicated by the word "expect" and by the clear meaning of the sentence.
Other words that could indicate we are making forward-looking statements include:
intend
believe
plan
expect
may
goal
would
become
pursue
estimate
will
forecast
continue
could
targeted
encourage
promise
improve
progress
potential
should
This is not an exhaustive list. Our intent is to provide examples of how readers might identify forward-looking statements. The absence of any of these words, however, does not mean that the statement is not forward- looking.
Here is the key point: Forward-looking statements are not guarantees of future performance, and actual results could differ materially from those set forth in forward-looking statements. Any number of factors - many of which are beyond our control - could cause our performance to differ significantly from what is described in the forward-looking statements.
These factors include, but are not limited to: the outcome of any legal proceedings that may be instituted against Hillenbrand, Coperion or others following the acquisition; risks inherent in broader exposure to foreign markets; risks that the transaction disrupts current operations or poses potential difficulties in employee retention or otherwise affects financial or operating results; the inability to recognize the benefits of the acquisition, including potential synergies and cost savings, or the failure of the acquired company to achieve its plans and objectives generally; and legislative, regulatory and economic developments. For a more in-depth discussion of these and other factors that could cause actual results to differ from those contained in forward-looking statements, see the discussions under the heading "Risk Factors" in item 1A of Hillenbrand's Annual Report on Form 10-K for the year ended September 30, 2012, filed with the Securities and Exchange Commission (SEC) November 26, 2012. Hillenbrand assumes no obligation to update or revise any forward-looking information as a result of new information or future events or developments. HI-INC-F
CONTACT
Investor Relations for Hillenbrand, Inc.
Chris Gordon, Director, Investor Relations
Phone: 812-931-5001
E-mail: chris.gordon@hillenbrand.com
# # #

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EX-99.1
6
ex99-1.htm
ex99-1.htm
Exhibit 99.1
Innovative Food Holdings purchases property and facility in Bonita Springs and announces new commercial banking relationship.
NAPLES, FL - 3/14/13 -- Innovative Food Holdings, Inc. (OTCQB: IVFH) is pleased to announce that it has purchased an office and warehouse building in Bonita Springs, Florida which will serve as the headquarters for Innovative Food Holdings and its subsidiaries. The building was built in 2007 utilizing high quality construction and offers a variety of high efficiency operational features including state of the art technology and security throughout the building. The property includes 1.1 acres of land and close to 10,000 square feet of combined office and warehouse space and was purchased as part of a bank short sale.
As part of the transaction, Innovative Food Holdings has entered into a banking relationship with Fifth Third Bank through which Fifth Third Bank will be providing financing for approximately 70% of the purchase price of the building. In addition, discussions are ongoing with Fifth Third Bank to further expand Innovative Food Holdings' banking relationship with the bank.
Justin Wiernasz, President of Innovative Food Holdings, commented "We had been seeking a suitable location to expand our business and we are excited to have found a location which is both in an attractive real estate area and meets our growing needs. The additional warehouse space and office space provides Innovative Food Holdings with additional flexibility and space at a lower ongoing monthly cash outlay than our current rented location. We plan on relocating the company to the new headquarters towards the middle of 2013".
Sam Klepfish, CEO of Innovative Food Holdings, further noted "I wish to congratulate our team on a job well done in all areas of this transaction. Furthermore, we are delighted to enter into a banking relationship with one of the premier baking institutions in the United States and we look forward to working on expanding that relationship".
Tim Reiter, Vice President of Fifth Third Bank, commented on the transaction "We are excited to enter into a business relationship with a fast growing company like Innovative Food Holdings. We were truly impressed by Innovative Food Holdings' vision and strategy for their business and look forward to working with Innovative Food Holdings as they continue to grow their business".
About Innovative Food Holdings
Innovative Food Holdings, through its subsidiaries, is a leading nationwide provider of direct from source specialty foods, healthcare foods and artisanal foods, to the professional foodservice market. IVFH also markets those products directly to the consumer, through its website at
www.forthegourmet.com
. Many of Innovative Food Holdings' 7,000 products are used on a daily basis by approximately 30,000 of some of the leading professional chefs across the United States.
About Fifth Third:
Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. Fifth Third Bancorp has $122 billion in assets and operates 18 affiliates with 1,324 full-service Banking Centers, including 106 Bank Mart® locations open seven days a week inside select grocery stores and 2,413 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third also has a 33% interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of December 31, 2012, had $308 billion in assets under care, of which it managed $27 billion for individuals, corporations and not-for-profit organizations.
Investor information
and
press releases
can be viewed at
www.53.com
. Fifth Third's common stock is traded on the NASDAQ® National Global Select Market under the symbol "FITB." Fifth Third Bank. Member FDIC. Equal Housing Lender.
Investor Contacts: KCSA Strategic Communications Philip Carlson / Josh Dver+1 212.896.1233 / +1 212.896.1239 pcarlson@kcsa.com / jdver@kcsa.com
This release contains certain forward-looking statements and information relating to Innovative Food Holdings, Inc. (the "Company") that are based on the current beliefs of the Company's management, as well as assumptions made by, and information currently available to, the Company. Such statements reflect the current views of the Company with respect to future events and are subject to certain assumptions, including those described in this release. Should one or more of these underlying assumptions prove incorrect, actual results may vary materially from those described herein as "should", "could", "anticipate", "believe", "intend", "plan", "might", "potentially" or "expect." The Company does not intend to update these forward-looking statements. The information about Fifth Third Bank was supplied to us by a third party and we accept no responsibility for its accuracy.

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EX-99.1
5
a06-11175_1ex99d1.htm
PRESS RELEASE
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Bill Davis
Public Affairs Manager
(678) 728-2018
SEROLOGICALS
CORPORATION ANNOUNCES COMPLETION OF ACQUISITION OF LINCO
ATLANTA, GA - May 2, 2006
- Serologicals Corporation (NASDAQ: SERO) announced today that it has completed
its previously announced acquisition of LINCO, a privately owned life sciences
company focused on supplying research assays and test kits for the
Luminex-based Multiplexing platform and other immunoassays. Based in St.
Louis, Missouri, LINCO consists of two companies - LINCO Research Inc. (LRI)
and LINCO Diagnostic Services, Inc. (LDS). LRI is a life sciences provider
of Multiplex, ELISA and RIA immunoassay products and technologies, while LDS
provides bioanalytical contract services supporting research and new
pharmaceutical drug development. Serologicals paid U.S. $64.5 million in cash
for the stock of LINCO plus an additional $10.3 million for the land and
buildings currently occupied by the unit.
Serologicals financed a portion of the
purchase price for LINCO from the proceeds of a new credit facility, which was
closed simultaneously with the acquisition. The new credit facility includes a
$50 million term loan and a $50 million revolving credit facility. JPMorgan
Chase Bank, N.A. is the administrative agent for the credit facility. Its
affiliate, JP Morgan Securities, Inc., was the lead arranger for the
credit facility.
"We are very excited to announce the
completion of the LINCO acquisition", said David A. Dodd, President and CEO of
Serologicals. "LINCO offers consistently strong financial performance. With
double-digit revenue growth, attractive gross margins of 60%+, and solid
R&D investments, this acquisition will serve to strengthen our Research
segment's financial profile. Strategically, the LINCO acquisition offers the
following attributes:
.
Premier, high-quality reputation of
immunoassay reagents and kits
.
Renowned
leadership in the field of endocrinology and metabolic diseases
- MORE -
.
Greater ability to address customer
needs through a comprehensive reagents portfolio with Upstate's focus on cell
signaling and LINCO's strengths in cytokine and chemokine research
.
Value creation through significant
revenue and operational synergies by integrating LINCO into our Research
Segment
In summary, we believe the addition of LINCO will serve to enhance
Serologicals' growth and sustainability in this dynamic marketplace".
Additional details about the acquisition and
LINCO business can be found in the Company's March 31, 2006 press release
(www.serologicals.com) in which the signing of the acquisition agreement was
announced.
Serologicals Corporation
, headquartered in Atlanta, Georgia, is a global
provider of biological products and enabling technologies, which are essential
for the research, development and manufacturing of biologically based life
science products. The Company's products and technologies are used in a wide
variety of innovative applications within the areas of oncology, hematology,
immunology, cardiology and infectious diseases, as well as in the study of
molecular biology. Serologicals has approximately 1,000 employees worldwide,
and its shares are traded on the NASDAQ national stock market under the
symbol SERO. On April 25, 2006,
Serologicals entered into an Agreement and Plan of Merger with Millipore
Corporation and one of its wholly-owned subsidiaries, pursuant to which
Millipore Corporation will acquire Serologicals.
For information on Serologicals Corporation,
visit the company's corporate website at www.serologicals.com.
This release contains certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Words or phrases such as "should result", "are expected to", "we
anticipate", "we estimate", "we project" or similar expressions are intended to
identify forward-looking statements. These statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those expressed in any forward-looking statements. You should not place
undue reliance on forward-looking statements, since the statements speak only
as of the date that they are made, and Serologicals undertakes no obligation to
update these statements based on events that may occur after the date of
this press release.
- END -
2

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EX-99.1
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exh_991.htm
EXHIBIT 99.1
Platform Specialty Products Corporation Closes Acquisition of European-Based Agrochemicals Group Agriphar and Syndicated $300 Million Incremental Term Loan B Facility
EXHIBIT 99.1
Platform Specialty Products Corporation Closes Acquisition of European-Based Agrochemicals Group Agriphar and Syndicated $300 Million Incremental Term Loan B Facility
-
The Agriphar transaction is expected to be immediately accretive to Platform's adjusted earnings, pre-synergies
-
Agriphar's products and distribution footprint complement previously-announced Chemtura AgroSolutions acquisition on schedule to close next month
-
Incremental Term Loan B Facility of $300 million to be used in funding a portion of Agriphar purchase price
MIAMI, Oct. 1, 2014 (GLOBE NEWSWIRE) -- Platform Specialty Products Corporation (NYSE:PAH) ("Platform"), a global specialty chemicals company, announced today that it has closed its previously-announced acquisition of European-based agrochemicals group Agriphar for a purchase price of €300 million.
Daniel H. Leever, Platform's Chief Executive Officer, commented, "We are thrilled to have closed our acquisition of Agriphar and equally as excited to welcome the Agriphar team to the Platform family. This is a key milestone in building out our new agrochemical vertical. We expect to close the Chemtura AgroSolutions transaction shortly, which will further enhance our capabilities and positioning in this attractive segment".
"We are delighted to join the Platform group of companies and excited about opportunities for future growth this combination will create. Platform provides a compelling, long term home from which our company can grow", said Dirk Barrie, President and CEO of Agriphar.
In conjunction with the closing of Agriphar, Platform further announced the closing and funding of an incremental Term Loan B senior debt facility of $300 million, which was used to fund a portion of the Agriphar cash consideration. The facility includes a collateral and guarantor package identical to the existing Term Loan B tranche and is priced at LIBOR +300.
Frank J. Monteiro, Platform's Chief Financial Officer, commented, "We continue to be opportunistic in tapping the debt markets as required to fund our acquisition strategy. As we move forward, we will maintain a prudent capital structure and ensure that we fund our growth in a way that creates value for our shareholders".
About Agriphar
Agriphar is a European crop protection group with leading product development, registration and distribution capabilities. It provides a wide range of herbicides, fungicides and insecticides across Europe and is supported by a talented team of researchers and regulatory experts. With in-house formulation and packaging capabilities through its facility in Ougree, Belgium and owned-distribution subsidiaries, Agriphar has a strong on the ground presence in Western Europe and has developed a footprint in Central and Latin America.
About Platform
Platform is a global producer of high-technology specialty chemicals and provider of technical services. The business involves the manufacture of a broad range of specialty chemicals, created by blending raw materials, and the incorporation of these chemicals into multi-step technological processes. These specialty chemicals and processes together encompass the products sold in the electronics, metal and plastic plating, graphic arts, offshore oil production, drilling and agricultural industries. More on Platform is available at www.platformspecialtyproducts.com.
Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements regarding Platform's ability to close the Chemtura AgroSolutions acquisition, and to successfully integrate and obtain the anticipated results and synergies from its consummated and future acquisitions, including, but not limited to, the Agriphar and Chemtura AgoSolutions acquisitions. Actual results could differ from those projected in any forward-looking statements due to numerous factors, including, among others, market and other general economic conditions and Platform's perception of future availability of equity or debt financing needed to fund its growing business. These forward-looking statements are made as of the date of this press release and are based on management's estimates and assumptions with respect to future events and financial performance. Platform assumes no obligation to update such forward-looking statements or to update the reasons why actual results could differ from those projected in such forward-looking statements. A discussion of factors that could cause results to vary is included in Platform's periodic and other reports filed with the Securities and Exchange Commission, including under the heading "Risk Factors" in Platform's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014.
CONTACT: Source/Investor Relations Contact:
Frank J. Monteiro
Platform Specialty Products Corporation- CFO
+1-203-575-5850
Media Contacts:
Liz Cohen
Weber Shandwick
+1-212-445-8044
Kelly Gawlik
Weber Shandwick
+1-212-445-8368

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EX-99.1
3
exh99-1.htm
PRESS RELEASE.
exh99-1.htm
Exhibit 99.1
CORONUS SOLAR INC.
Suite 1100 - 1200 West 73rd Avenue
Vancouver, B.C. V6P 6G5
Canada
Telephone 604-267-7078
Facsimile 604-267-7080
www.coronusenergy.com
NEWS RELEASE
For Immediate Release
OTCBB - CRNSF
AMENDMENT TO SOLAR POWER SYSTEMS AGREEMENT
---
COMPLETION OF VACANT LAND PURCHASE AGREEMENT
Vancouver, B.C. - August 17, 2012 - Jeff Thachuk, President of Coronus Solar Inc. (the "Company") announced today that, on August 15, 2012, the Company amended the purchase agreement for utility-scale, ground-mount, solar photovoltaic (PV) power systems (the "Solar Power Systems Agreement"), the Company entered into with its wholly-owned subsidiary, Coronus Energy Corp. ("Coronus"), and Belectric Inc. ("Belectric"), on March 31, 2011. The Company first reported the Solar Power Systems Agreement in the Company's News Release of April 4, 2011.
Under the amended agreement (the "Amended Solar Power Systems Agreement"), the provision of Coronus to purchase a total of 21 MW of utility-scale, ground-mount, solar PV power systems from Belectric, for consideration of USD $76,818,000, exclusive of taxes (the "Original Basic Price"), was modified. Under the Amended Solar Power Systems Agreement, Coronus and Belectric agree to negotiate, in good faith, the purchase price of solar power systems on a per solar power system basis (the "Purchase and Sale Agreements"). The Amended Solar Power Systems Agreement is effective as of August 15, 2012, and shall remain in full force and effect for three years (the "Three Year Term"), but shall expire prior to the Three Year Term provided Coronus and Belectric enter into Purchase and Sale Agreements totaling 100 MW of solar power systems prior to the expiry of the Three Year Term. Further, throughout the term of the Amended Solar Power Systems Agreement, Belectric retains the exclusive right to negotiate Purchase and Sale Agreements with Coronus for solar power systems.
1
On entering into the original Solar Power Systems Agreement, the Company paid 15% of the Original Basic Price, or USD $11,522,700, by way of issuing 10,974,000 shares (the "Original Payment Shares") of its common stock to Belectric, at a deemed price of USD $1.05 per share. Under the Amended Solar Power Systems Agreement, as additional purchase and sale consideration, Belectric kept 1,097,400 of the Original Payment Shares. Accordingly, 9,876,600 of the Original Payment Shares were cancelled on August 15, 2012. Prior to the cancellation of the 9,876,600 shares, the Company had 27,096,086 shares of common stock issued and outstanding. Following the cancellation of the 9,876,600 shares, the Company now has 17,219,486 shares of common stock issued and outstanding.
Mr. Thachuk announced today also that, on August 17, 2012, Coronus completed the Vacant Land Purchase Agreement (the "Yucca Valley East Agreement"), which Coronus entered into on October 9, 2011, as reported in the Company's News Releases of October 14 and December 9, 2011, and January 17, February 7, March 20, and April 13, 2012. Under the Yucca Valley East Agreement, Coronus acquired a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, from Peter and Ann Wellington. The purchase price Coronus paid was USD $170,000. Coronus deposited USD $34,000, with Peter and Ann Wellington agreeing to carry back the balance amount of USD $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only.
On behalf of the Board of Directors,
Coronus Solar Inc.
"
Jeff Thachuk
"
Jeff Thachuk
President
Forward Looking Statements:
Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements". Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The company cautions readers that forward-looking statements, including without limitation those relating to the company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.
2

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