text:
EX-99.1
2
ibmcrmcloseannouncement.htm
IBM CRM CLOSE ANNOUNCEMENT
IBM CRM Close Announcement
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact Info:
Deirdre Skolfield, CFA
Investor Relations
SYNNEX Corporation
(510) 668-3715
deirdres@synnex.com
SYNNEX Corporation Completes Initial Close of IBM CRM Acquisition
Christopher Caldwell promoted to Executive Vice-President and President of Concentrix Corporation
Fremont, Calif., - February 3, 2013 - SYNNEX Corporation (NYSE: SNX), a leading business process services company, today announced the completion of the initial close of the acquisition of IBM's customer relationship management (CRM) business on January 31, 2014. IBM's CRM business will be combined with Concentrix, a wholly-owned subsidiary of SYNNEX, to become one of the world's foremost customer engagement services companies in the $55 billion+ CRM BPO market.
The Company also announced that Christopher Caldwell has been promoted to Executive Vice-President and President of Concentrix Corporation, and will lead the combined organization.
"This transformational acquisition makes Concentrix a global Top 10 player in a growing market", stated Kevin Murai, President and CEO of SYNNEX Corporation. "Our collective strengths in the CRM BPO market including a strong team of executives and recurring revenues from IBM's blue-chip client base have created a truly compelling value proposition for our shareholders".
Concentrix is now a global leader in customer engagement, technology and process innovation, due to the combined scale, tools and industry expertise of IBM and the agility, flexibility, velocity and client focus of Concentrix. Through this acquisition, as well as the ongoing, long-term strategic partnership with IBM as preferred provider for CRM solutions for their clients, Concentrix will provide organizations with the innovative solutions and customer engagement capabilities to differentiate their brand and services from those of their competitors.
"Enabling our clients' customer strategy and supporting transactions with operational excellence has always been the foundation of our success. This acquisition continues to extend our portfolio, delivery capabilities and geographic reach to help organizations around the world deliver innovative, high-value interactions at every stage of the customer engagement lifecycle" said Chris Caldwell, President, Concentrix Corporation. "Upon final
closing, Concentrix will provide customer engagement and industry process services for clients in 10 industry verticals with an expanded global footprint of more than 43,000 staff in over 36 countries".
Estimated Financial Impact of Acquisition to Consolidated SYNNEX Corporation Financials:
.
Approximately $120 million of EBITDA weighted towards the latter part of the first 12 months following the initial close due to a higher cost structure in the near term as the business moves from IBM to Concentrix. The amount excludes one-time acquisition related expenses and restructuring charges.
.
One-time acquisition-related expenses - primarily professional fees and transaction-related expenses -are estimated at $35-45 million for the fiscal year end November 30, 2014.
.
Amortization expense is estimated to be $40 million for fiscal 2014.
.
Depreciation expense is estimated to be $15 million for fiscal 2014.
.
As part of the $505 million purchase price, SYNNEX has delivered approximately 1.27 million shares of SYNNEX common stock valued at $75 million to IBM.
.
Interest expense related to the financing of the initial $355 million cash purchase price and working capital needs will approximate $8-10 million for the balance of fiscal year 2014. $75 million of the purchase price payment is deferred until subsequent closings are completed.
.
Total revenues from the IBM CRM business will be dependent on the timing of successive closings, the timing of novation of customer contracts, and the fact that some contracts will be conducted under sub-contract from IBM. We expect, however, that successive closings and novation will occur within the next 12 months. Updated U.S. GAAP revenue projections from this transaction will be provided during the Company's first quarter 2014 earnings release and in subsequent quarters.
.
Excluding one-time acquisition related charges, the one month impact of the IBM CRM business will not be material to SYNNEX' fiscal first quarter results for the period ended February 28, 2014.
"We are excited about the client base coming over from IBM. After the initial integration and planned expiration of certain lower margin contracts, we expect to grow revenue and earnings for the combined business", stated Kevin Murai, President and CEO of SYNNEX Corporation. "We have long been committed to delivering high quality, innovative services and this acquisition will significantly extend our portfolio and our delivery capabilities".
Additional Information:
.
"About Concentrix" and recent news releases at http://www.concentrix.com/
.
Acquisition-related news releases and presentation from the initial September 10, 2013 acquisition announce and November 27, 2013 financing announce at the SYNNEX Investor Relations Site at http://ir.synnex.com/
.
Follow Concentrix and SYNNEX on Twitter, Facebook and LinkedIn from the "Social Communities" section of the SYNNEX Global Site at http://www.synnex.com/
About SYNNEX
SYNNEX Corporation (NYSE: SNX), a Fortune 500 corporation, is a leading business process services company, servicing resellers, retailers and original equipment manufacturers in multiple regions around the world. The Company provides services in IT distribution, supply chain management, contract assembly and business process outsourcing. Additional information about SYNNEX may be found online at www.synnex.com.
About Concentrix
Concentrix Corporation is the global business services division of SYNNEX Corporation with award-winning expertise in providing clients with platforms and services to enable their customer strategy. Concentrix Corporation is a wholly owned subsidiary of SYNNEX Corporation (NYSE:SNX), a Fortune 500 company. For more information, please visit www.concentrix.com.
Safe Harbor Statement
Statements in this press release regarding SYNNEX Corporation, which are not historical facts, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Certain statements in this filing including, but not limited to, statements regarding the anticipated benefits of the acquired CRM business, estimated operating results, our competitive position and any statements of assumptions underlying any of the foregoing are forward-looking statements within the meaning of the Private Securities Reform Act of 1995 that are subject to risks and uncertainties that could cause results to be materially different than expectations. Such risks and uncertainties include, but are not limited to, the risk that the acquisition will not be consummated; failure to receive regulatory approval for the acquisition; risks associated with the acquisition including the ability to successfully integrate employees and operations; diversion of management's attention; retaining key employees; risks associated with international operations; and other risks detailed from time to time in the reports SYNNEX files with the Securities and Exchange Commission including SYNNEX' Form 10-K for the year ended November 30, 2013. Copies of reports SYNNEX filed with the SEC are posted on its Web site and are available from SYNNEX without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, SYNNEX disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.
Copyright 2014 SYNNEX Corporation. All rights reserved. SYNNEX, the SYNNEX Logo, CONCENTRIX and all other SYNNEX company, product and services names and slogans are trademarks or registered trademarks of SYNNEX Corporation. SYNNEX, the SYNNEX Logo and CONCENTRIX Reg. U.S. Pat. & Tm. Off. Other names and marks are the property of their respective owners.
SNX-F

text: IBM CRM

text: IBM CRM

text: SYNNEX Corporation

text: SYNNEX Corporation

text: IBM CRM

text: Concentrix Corporation

text: SYNNEX Corporation

text: Concentrix Corporation

text: Kevin Murai

text: SYNNEX Corporation

text: Chris Caldwell

text: Concentrix Corporation

text: SYNNEX Corporation

text: IBM CRM

text: IBM CRM

text: Kevin Murai

text: SYNNEX Corporation

text: SYNNEX Corporation

text: Concentrix Corporation

text: SYNNEX Corporation

text: Concentrix Corporation

text: SYNNEX Corporation

text: SYNNEX Corporation

text: SYNNEX Corporation

text: SYNNEX Corporation


dataset: buster

text:
EX-99.2
3
exhibit99_2pressreleaseann.htm
EXHIBIT 99.2
Exhibit
Exhibit 99.2
Martin Midstream Partners L.P. Completes the Previously Announced
Divestiture of the West Texas LPG Pipeline Interest
Martin Midstream Partners L.P. (NASDAQ:MMLP) (the "Partnership") announces the completion of the divestiture of its 20 percent non-operating partnership interests in the West Texas LPG Pipeline Limited Partnership ("WTLPG") to ONEOK, Inc. The net proceeds of approximately $193.7 million will be used to reduce outstanding borrowings under the Partnership's revolving credit facility.
Ruben Martin, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of the Partnership said, "The WTLPG divestiture is reflective of our commitment to improving the Partnership's balance sheet and reducing our leverage ratio to below 4.50 times. On a pro-forma basis this sale represents more than a full turn of leverage improvement, or 4.36 times compared to actual leverage of 5.46 times at June 30, 2018. Furthermore, due to our reduced financial leverage Moody's Investor Services recently revised the Partnership's rating outlook favorably from stable to positive, while affirming the corporate credit rating of (B2) and senior unsecured debt rating of (Caa1).
We believe that with the benefits from this sale, the Partnership is now in a position to take advantage of viable growth opportunities including potential drop-downs from our general partner which could drive our distribution coverage ratio to a target of greater than 1.2 times".
About Martin Midstream Partners (NASDAQ:MMLP)
The Partnership is a publicly traded limited partnership with a diverse set of operations focused primarily in the United States Gulf Coast region. The Partnership's primary business segments include: (1) natural gas services, including liquids transportation and distribution services and natural gas storage; (2) terminalling, storage and packaging services for petroleum products and by-products; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) marine transportation services for petroleum products and by-products.
Forward-Looking Statements
Statements about the Partnership's outlook and all other statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and all references to financial estimates rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the Partnership's control, which could cause actual results to differ materially from such statements. While the Partnership believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in anticipating or predicting certain important factors. A discussion of these factors, including risks and uncertainties, is set forth in the Partnership's annual and quarterly reports filed from time to time with the Securities and Exchange Commission. The Partnership disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise except where required to do so by law.
Additional information concerning the Partnership is available on the Partnership's website at www.martinmidstream.com or by contacting:
Sharon Taylor - Head of Investor Relations
(877) 256-6644

label: organization

text: Martin Midstream Partners L.P.

override: organization

text: West Texas LPG Pipeline

text: Martin Midstream Partners L.P.

text: West Texas LPG Pipeline

text: ONEOK, Inc.

label: person

text: Ruben Martin

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
3
pressrelease.htm
EXHIBIT 99.2
Exhibit
Mike Smith, CFA
719-637-5773
michael.smith@vectrus.com
Vectrus Announces Acquisition of SENTEL Corporation
.
Advances strategy to be a leader in the converging physical and digital infrastructure market
.
Enhances capabilities in Logistics, IT, and Technology Solutions
.
Adds new Defense, Intelligence, and Federal Civilian clients
.
Expected to be accretive to 2018 GAAP Diluted EPS
COLORADO SPRINGS, Colo., Jan. 23, 2018 - Vectrus, Inc. (NYSE:VEC) announced today that it has acquired SENTEL Corporation, a unique, mission-focused business with expertise in logistics and supply chain management, engineering and advanced technology solutions, and intelligence mission support. The acquisition advances Vectrus' strategy to be a leader in the converging physical and digital infrastructure market; enhances the company's logistics, IT and technical solutions capabilities, while expanding the Vectrus client base.
Headquartered in Alexandria, Virginia, and founded in 1986, SENTEL has over 600 employees operating in three core business areas: Engineering and Advanced Solutions, Logistics and Supply Chain Management, and Intelligence Mission Support. For the fiscal year ended September 30, 2017, the company generated revenue of $107 million. SENTEL's clients include the U.S. Army, Intelligence Community, U.S. Navy, U.S. Air Force, Federal Aviation Administration, and the Internal Revenue Service.
SENTEL has a legacy and leading position in developing information solutions designed for spectrum management systems, sensor networks, border surveillance systems, perimeter surveillance systems, and various other detection systems. The company also provides comprehensive, global logistics support services that address logistical planning through the execution of sustainment operations. SENTEL has a track record of successfully managing clients' major facilities, supply chains, and assets worth in excess of $5 billion. Finally, SENTEL provides multidisciplinary mission support for various intelligence
community clients and was recently awarded a prime contract to provide worldwide logistics management support services.
"I am excited to welcome the talented employees of SENTEL and believe this is an excellent acquisition for Vectrus", said Chuck Prow, president and chief executive officer of Vectrus. "SENTEL expands our geographic footprint, capabilities and market positioning, and will accelerate the transformation of Vectrus into a higher value, technology-enabled and differentiated platform. In particular, SENTEL brings immediate access to important clients in the intelligence community. The company also expands our logistics capabilities and U.S. footprint with a key Vectrus client, the U.S. Army. Finally, SENTEL significantly enhances our IT business with core competencies, such as engineering, sensor integration and management, surveillance systems, and various other detection systems".
The purchase price of $36 million was funded by cash on hand and Vectrus' credit facility. The acquisition is expected to be accretive to Vectrus' 2018 GAAP diluted earnings per share.
Advisors
Renaissance Strategic Advisors served as strategic advisor to Vectrus and Faegre Baker Daniels served as legal advisor. SENTEL Corporation was advised by Bluestone Capital Partners, which has recently merged into Houlihan Lokey's Aerospace, Defense & Government Services Group. Pillsbury, Winthrop, Shaw, Pittman served as legal advisor to SENTEL and BDO USA, LLP, served as tax advisor.
About Vectrus
Vectrus is a leading, global government services company with a history in the services market that dates back more than 70 years. The company provides facility and logistics services, and information technology and network communication services to U.S. government customers around the world. Vectrus is differentiated by operational excellence, superior program performance, a history of long-term customer relationships, and a strong commitment to their mission success. Vectrus is headquartered in Colorado Springs, Colo., and includes about 5,600 employees spanning 143 locations in 18 countries. In 2016, Vectrus generated sales of $1.2 billion. For more information, visit our website at www.vectrus.com or connect with us on Facebook, Twitter, LinkedIn, and YouTube.
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the "Act"): Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor
from liability established by the Act. These forward-looking statements include, but are not limited to, statements regarding the accretive impact of the SENTEL acquisition, other impacts of the SENTEL acquisition and any other discussion of future operating or financial performance. Whenever used, words such as "may", "are considering", "will", "likely", "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", "target", "could", "potential", "continue", or similar terminology are forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements, our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to: our dependence on a few large contracts for a significant portion of our revenue; competition in our industry; our ability to submit proposals for and/or win potential opportunities in our pipeline; our ability to retain and renew our existing contracts; protests of new awards; our international operations, including the economic, political and social conditions in the countries in which we conduct our businesses; changes in U.S. government military operations, including its operations in Afghanistan; changes in, or delays in the completion of, U.S. or international government budgets; government regulations and compliance therewith, including changes to the Department of Defense procurement process; changes in technology; intellectual property matters; governmental investigations, reviews, audits and cost adjustments; contingencies related to actual or alleged environmental contamination, claims and concerns; our success in expanding our geographic footprint or broadening our customer base, markets and capabilities; our ability to realize the full amounts reflected in our backlog; our maintaining our good relationship with the U.S. government; impairment of goodwill; our performance of our contracts and our ability to control costs; our level of indebtedness; our compliance with the terms of our credit agreement; subcontractor and employee performance and conduct; our teaming arrangements with other contractors; economic and capital markets conditions; any future acquisitions, investments or joint ventures; our ability to retain and recruit qualified personnel; our maintenance of safe work sites and equipment; our compliance with applicable environmental health and safety regulations; our ability to maintain required security clearances; any disputes with labor unions; costs of outcome of any legal proceedings; security breaches and other disruptions to our information technology and operations; changes in our tax provisions or exposure to additional income tax liabilities; changes in U.S. generally accepted accounting principles; accounting estimates made in connection with our contracts; our exposure to interest rate risk; our compliance with public company accounting and financial reporting requirements; timing of payments by the U.S. government; risks and uncertainties relating to the spin-off from our former parent; and other factors set forth in Part I, Item 1A, - "Risk Factors", and elsewhere in our 2016 Annual Report on Form 10-K and described from time to time in our future reports filed with the Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

text: Vectrus

text: SENTEL Corporation

text: Vectrus, Inc.

text: SENTEL Corporation

text: Vectrus

text: Vectrus

text: SENTEL

text: SENTEL

text: SENTEL

text: SENTEL

text: SENTEL

text: SENTEL

text: Vectrus

text: Chuck Prow

text: Vectrus

text: SENTEL

text: Vectrus

text: SENTEL

text: Vectrus

text: SENTEL

text: Vectrus

text: Vectrus

text: Strategic Advisors

text: Vectrus

text: Faegre Baker Daniels

text: SENTEL Corporation

text: Bluestone Capital Partners

text: Pillsbury, Winthrop, Shaw, Pittman

text: SENTEL

text: BDO USA, LLP

text: Vectrus

text: Vectrus

text: Vectrus

text: Vectrus

text: Vectrus

text: SENTEL

text: SENTEL


text:
EX-99.1
2
tm227762d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
THE NECESSITY RETAIL REIT CLOSES ON 10 PROPERTY,
$220 MILLION TRANCHE OF PREVIOUSLY ANNOUNCED $1.3 BILLION OPEN-AIR SHOPPING CENTER ACQUISITION
54 Properties Acquired Year-to-Date for $768
Million Represent 58% of Previously Announced 81 Property Portfolio Acquisition
27 Remaining Properties Expected to Close
Upon Completion of Loan Assumptions
NEW YORK - February 28, 2022 -
The Necessity Retail REIT, Inc. (Nasdaq: RTL) ("RTL" or the "Company") announced today that the Company, through
its operating partnership, completed the acquisition of 10 open-air shopping centers for a total of $220.8 Million, excluding closing
costs (the "Closing"). The Closing is the second tranche of acquisitions from the previously announced definitive agreement
to acquire a portfolio of 79 Power, Anchored and Grocery Centers and two single tenant properties (the "Transaction") from
certain subsidiaries of CIM Real Estate Finance Trust, Inc. for $1.3 billion. To date, the Transaction is over 58% complete based on contract
purchase price.
"With the acquisition of ten more open-air
shopping centers we are quickly growing RTL's open-air shopping center portfolio in order to maximize the accretive benefit these
properties are expected to immediately have", said Michael Weil, CEO of RTL. "Our expanded team has done a great job integrating
these properties and the 44 properties we acquired earlier in February while preparing the remaining 27 properties to close upon the completion
of loan assumptions. We look forward to completing the Transaction and solidifying the creation of a $5.2 billion REIT focused on necessity-based
retail properties where America shops".
About The Necessity Retail REIT Where America
Shops
The Necessity Retail REIT (Nasdaq: RTL) is a publicly
traded real estate investment trust listed on Nasdaq focused on acquiring and managing a diversified portfolio of primarily service-oriented
and traditional retail and distribution related commercial real estate properties in the U.S. Additional information about RTL can be
found on its website at
www.necessityretailreit.com
.
Important Notice
The statements in this press release that are
not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause
actual results or events to be materially different. The words "anticipates", "believes", "expects,"
"estimates", "projects", "plans", "intends", "may", "will", "seek,"
"would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. These forward-looking statements are subject to risks, uncertainties and other factors, many of which
are outside of the Company's control, which could cause actual results to differ materially from the results contemplated by the
forward-looking statements. These risks and uncertainties include the potential adverse effects of the ongoing global COVID-19 pandemic,
including actions taken to contain or treat COVID-19, on the Company, the Company's tenants, the assets under contract to be acquired
including their respective tenants and the global economy and financial markets and that any potential future acquisition of property
is subject to market conditions and capital availability and may not be identified or completed on favorable terms, or at all, as well
as those risks and uncertainties set forth in the Risk Factors section of the Company's Annual Report on Form 10-K for the year
ended December 31, 2021 filed on February 24, 2022 and all other filings with the SEC after that date as such risks, uncertainties and
other important factors may be updated from time to time in the Company's subsequent reports including in particular the Company's
Current Report on Form 8-K dated December 20, 2021 and describing additional facts and risk factors relating to the transaction described
in this release. In particular, the transactions described in this release are subject to closing conditions, including conditions that
are outside of the Company's control, and the transactions described in this release may not be completed on the contemplated terms,
or at all, or they may be delayed. The Company may not be able to obtain financing to acquire the remaining properties. Forward looking
statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement
to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required to do so
by law.
Contacts:
Investor Relations
ir@rtlreit.com
(866) 902-0063

text: THE NECESSITY RETAIL REIT

text: The Necessity Retail REIT, Inc.

text: 10 open-air shopping centers

text: 79 Power, Anchored and Grocery Centers

text: two single tenant properties

text: CIM Real Estate Finance Trust, Inc.

text: Michael Weil

text: The Necessity Retail REIT

text: The Necessity Retail REIT


text:
EX-99.1
2
brandfolderacquisitioncl.htm
EX-99.1
brandfolderacquisitioncl
Smartsheet Completes Acquisition of Brandfolder BELLEVUE, Wash., September 14, 2020 -- Smartsheet (NYSE:SMAR), the enterprise platform for dynamic work, announced today that it has completed its acquisition of Brandfolder, a leader in digital asset management (DAM). On August 24, Smartsheet announced the company's intent to acquire Brandfolder. This acquisition combines Brandfolder's world-class DAM capabilities with Smartsheet's leading collaborative work management platform to create a dynamic solution that manages workflows around content and collaboration. By enabling enterprise-wide content workflows, organizations can break down silos, execute more effectively, and make better decisions faster. Smartsheet paid $155 million for the acquisition, subject to certain adjustments, with a combination of cash and stock. About Smartsheet Smartsheet (NYSE: SMAR) is the enterprise platform for dynamic work. By aligning people and technology so organizations can move faster and drive innovation, Smartsheet enables its millions of users to achieve more. Visit www.smartsheet.com to learn more. Forward-Looking Statements This press release contains "forward-looking" statements that are based on our management's beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, statements about Smartsheet's expectations regarding the integration of Brandfolder and Smartsheet capabilities, the synergies and benefits of the proposed acquisition of Brandfolder, possible or assumed business strategies, channel and partner strategies, potential growth and innovation opportunities, new products, and potential market opportunities. Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as "believe", "continue", "could", "potential", "remain", "will", "would" or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: our ability to integrate Brandfolder and Smartsheet capabilities; our ability to realize synergies and efficiencies from our proposed acquisition of Brandfolder; our ability to identify targets for, execute on, or realize the benefits of, potential acquisitions, including that of Brandfolder; our ability to achieve future growth and sustain our growth rate; our ability to attract and retain talent; our ability to attract and retain customers (including government customers) and increase sales to our customers; our ability to develop and release new products and services and to scale our platform; our ability to increase adoption of our platform through our self-service model; our ability to maintain and grow our relationships with channel and strategic partners; the highly competitive and rapidly evolving market in which we participate; the ongoing effects of the global COVID-19 pandemic; and our international expansion strategies. Further information on risks that could cause actual results to differ materially from forecasted results is included in our filings with the US Securities and Exchange Commission (SEC), including our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2020 filed with the SEC on September 4, 2020. Any forward-looking statements contained in this press release are based on assumptions that we believe to be reasonable as of this date. Except as required by law, we assume no obligation to update these forward-looking
statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements. Media Contact: Lindsay Bleier pr@smartsheet.com

text: Smartsheet

text: Brandfolder

text: Smartsheet

text: Brandfolder

text: Smartsheet

text: Brandfolder

text: Brandfolder

text: Smartsheet

text: Smartsheet

text: Smartsheet

text: Smartsheet

text: Smartsheet

text: Smartsheet

text: Brandfolder

text: Smartsheet

text: Brandfolder

text: Brandfolder

text: Smartsheet

text: Brandfolder

text: Brandfolder


text:
EX-99.1
6
ex99-1.htm
Exhibit
99.1
Muscle
Maker, Inc. Acquires Pokemoto
™
- Thirteen Location Hawaiian
Poke Concept
Company
expands brand portfolio with second major acquisition in 2021
League
City, Texas, May 18
th
, 2021 - Muscle Maker, Inc. (Nasdaq:
GRIL
) the parent company of Muscle Maker Grill
and SuperFit Foods, concepts known for serving "healthier for you" meals today announced it has acquired Pokemoto
™
(
www.pokemoto.com
),
a thirteen location concept known for its
healthier modern culinary twist on a traditional Hawaiian poke classic
. The acquisition of Pokemoto is Muscle Maker Grill's
second acquisition in 2021; the first being SuperFit Foods, LLC, a fresh-prepared meal prep service that prepares "healthier for
you" meals in Jacksonville, FL producing over 220,000 meals in 2020.
Pokemoto
has thirteen locations in four states - Connecticut, Rhode Island, Massachusetts and Georgia and offers up
chef-driven
contemporary flavors with fresh delectable and healthy ingredients such as Atlantic salmon, sushi-grade tuna, fresh mango, roasted cashews
and black caviar tobiko that appeals to foodies, health enthusiasts, and sushi-lovers everywhere. Guests can choose from a list of signature
bowls or be bold and build their own unique combination of a base, protein and various toppings and nine different sauces. Vegetarian
options are available, and the bowl combinations are virtually limitless. The colorful dishes and modern chic dining rooms provide an
uplifting dining experience for guests of all ages. Customers can dine in-store or order online via third party delivery apps for contactless
delivery.
"The
Pokemoto acquisition is something we've been working on for quite some time and we're excited to see the deal cross the finish
line." said Mike Roper, CEO of Muscle Maker, Inc. "In January we launched a partnership with Happy Meal Prep to ship fresh-prepared
Muscle Maker Grill meals nationwide. In March we purchased SuperFit Foods, a Jacksonville, FL meal prep company and now we are adding
Pokemoto as our newest and largest acquisition to date. Pokemoto has thirteen locations with six additional franchise agreements sold
to be opened in the future. The acquisition allows us to expand on what we do best which is offering a variety of fresh-prepared "healthier
for you" meals. The poke segment attracts sushi fanatics and those who just want to eat something with a lot of flavor. Our management
team has been busy researching acquisition opportunities that fit into our non-traditional growth strategy and the work is starting to
bear fruit. Pokemoto already has university locations near Yale University, Fairfield University, University of Connecticut Stamford,
University of New Haven, Southern Connecticut State College, Quinnipiac University and Franklin Pierce University. The concept also fits
perfectly within our ghost kitchen model. Buying yet another growth-oriented multi-unit concept accelerates our top line revenue growth
and adds another strong brand to the delivery only side of the business.
As
reflected in Pokemoto's audited financial statements, Pokemoto generated $3,643,342 in total revenue in 2019 with a positive EBITDA
margin of 26.6% of $969,770. In 2020, during the pandemic, Pokemoto was able to increase its total revenue slightly to $3,653,478 and
continued positive EBITDA of $506,802 even in the face of temporary cost increases and headwinds caused by the pandemic.
The
Pokemoto total revenue of $3,653,478 in 2020 represents a significant increase in overall revenue to Muscle Maker. In 2020, Muscle Maker
total revenue was $4,473,447. The addition of Pokemoto revenue will increase Muscle Maker, Inc.'s total revenue by 81% to $8,126,925.
In addition, we expect the recent acquisition of Superfit Foods, the upcoming opening of four locations at the Northern Virginia Community
College system along with the expected economic recovery following the rollout of Covid vaccines to drive additional revenue growth throughout
the remainder of 2021. The positive EBITDA generated by Pokemoto, along with the recent acquisition of SuperFit Foods, are instrumental
in driving Muscle Maker on a faster path towards our goals.
Muscle
Maker has identified and anticipates cost and operational efficiencies as part of the acquisition. These efficiencies will impact both
the Pokemoto brand and the overall Muscle Maker company, helping it execute against its growth strategy.
"We
believe that this concept will continue to grow rapidly as we implement our nationwide strategy." Mike Roper, CEO of Muscle Maker,
Inc. stated. Mr. Roper went on to say, "My team and I have been involved with the rollout of brands historically and we believe
we have the experience to take Pokemoto to the next level. I believe prospective franchisees will be excited when they look at the store
level economics, low buildout costs along with the ease of operations, and see how wide open the country is to place Pokemoto restaurants
in prime locations. We believe we can grow this brand into something that people can enjoy in every state in the country".
About
Muscle Maker
Muscle
Maker Grill was Founded in 1995 in Colonia, New Jersey and features "healthier for you" high quality, great tasting food,
freshly prepared with proprietary recipes. Muscle Maker, Inc. is the parent company of Superfit Foods (
www.superfitfoods.com
),
a Jacksonville, Florida, based fresh-prepared meal prep company focused on delivering dietary specific meals direct to consumer homes
or designated pick-up locations. In addition, Muscle Maker, Inc. is the parent company of Pokemoto, a "healthier for you"
fresh ingredient poke bowl concept. Pokemoto (
www.pokemoto.com
) features fresh Atlantic salmon, sushi-grade tuna, fresh fruits
and vegetables and propriety recipes. For more information on Muscle Maker Grill, visit
www.musclemakergrill.com
.
Forward-Looking
Statements
This
press release may include "forward-looking statements" pursuant to the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. To the extent that the information presented in this press release discusses financial projections,
information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about
future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "should",
"may", "intends", "anticipates", "believes", "estimates", "projects,"
"forecasts", "expects", "plans", and "proposes." Although we believe that the expectations
reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that
could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider
any cautionary statements and other disclosures, including the statements made under the heading "Risk Factors" and elsewhere
in documents that we file from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which
they are contained, and Muscle Maker, Inc does not undertake any duty to update any forward-looking statements except as may be required
by law.
Contact:
Muscle
Maker Grill Marketing
marketing@musclemakergrill.com
Investor
Relations:
IR@musclemakergrill.com

text:
Muscle
Maker, Inc.

text: Pokemoto

text: Muscle Maker, Inc.

text: SuperFit Foods

text: Pokemoto

text: Pokemoto

text: SuperFit Foods, LLC

text: Pokemoto

text: Pokemoto

text: Mike Roper

text: Muscle Maker, Inc.

text: SuperFit Foods

text: Pokemoto

text: Pokemoto

text: Pokemoto

text: Pokemoto

text: Pokemoto

text: Pokemoto

text: Pokemoto

text: Pokemoto

text: Muscle Maker, Inc.

text: Superfit Foods

text: Pokemoto

text: SuperFit Foods

text: Pokemoto

text: Mike Roper

text:
Muscle Maker,
Inc.

text: Pokemoto

text: Pokemoto

text: Muscle Maker, Inc.

text: Superfit Foods

text: Muscle Maker, Inc.

text: Pokemoto

text: Pokemoto


text:
EX-99.1
8
ex99-1.htm
Medovex
Corporation Closes Acquisition of Pulmonary Biomedical Services and Patient Delivery Platform of Regenerative Medicine Solutions,
LLC
Alpharetta,
GA - January 14, 2018 - Medovex Corporation (OTCQB: MDVX) ("Medovex" or the "Company") today
announced that it has closed the acquisition of substantially all of the assets of Regenerative Medicine Solutions, LLC ("RMS").
RMS is a Tampa, Florida-based pulmonary biomedical services and patient delivery platform that manages and operates Lung Health
Institute, a leader in regenerative medicine specializing in cellular therapies to treat chronic obstructive pulmonary disease
(COPD) and other chronic lung diseases.
Announced
in October, the acquisition is the latest for Medovex, which is committed to acquiring and developing groundbreaking medical technology
products and services to improve quality of life for patients. The Company will be led by William "Bill" Horne, who
was recently appointed as Medovex's CEO and was formerly a founder and CEO of Laser Spine Institute ("LSI").
"With
the successful closing now behind us, I look forward to partnering with the RMS executive team to integrate the two organizations,
following a proven model of growth and profitability", said Horne. "Together, we intend to enhance our strategic initiatives
with the Denervex device, as well as advancing a platform that identifies, builds and delivers cutting-edge healthcare solutions
to address the evolving needs of patients, focusing on the respiratory care industry, where we believe there is currently a great
need for innovation. We will communicate specific details on new management appointments, board members and corporate rebranding
initiatives with our shareholders in the near term".
This
asset acquisition allows Medovex to strategically expand its services across the country, leveraging RMS's presence in Tampa,
Scottsdale, Dallas, Pittsburgh, and Nashville, where it provides management services through its subsidiaries to five medical
clinics that were among the first cellular therapy providers to earn accreditation by The Joint Commission, widely considered
the gold standard of quality patient care. The acquisition also marks a significant milestone for the continued investment and
development in respiratory care. Although sixteen million Americans are living with COPD, and millions of others who do not know
they have it, there are limited options for those patients that have stopped responding to conventional treatments. As a result,
the disease is the third leading cause of death in the U.S.
Offering
a variety of innovative programs and services including cellular therapy and its Anti-Inflammatory Initiative
TM
, Lung
Health Institute has helped thousands of people with chronic lung disease improve their quality of life, and continues to advance
its treatments through clinical research. Recently, the results of its most extensive study to date, evaluating more than 2,500
patients with chronic lung disease, were presented at the Mayo Clinic Symposium for Regenerative Medicine and Surgery and demonstrated
significant improvement in both pulmonary lung function and quality of life after just three months with sustained results at
the six and twelve-month mark.
Horne
stated, "The treatment protocols we acquired include "minimally manipulated" cell therapies, and the data from
these treatments clearly demonstrate patient safety and benefit, We intend to continue to provide these treatments to address
this unmet need and have peer-reviewed real-world data and publications summarizing the clinical experience to date. We furthermore
will leverage the largest clinical experience with cytotherapy in COPD to develop next-generation proprietary cell therapy platforms
in the space of respiratory diseases that will undergo FDA IND approval process." To this end, as we continue with the current
therapeutic approach in COPD, we will strive to enhance our position in this space in 2019 through the establishment of clinically
tested next-generation platforms.
Details
of the transaction may be found in a Form 8-K filed with the Securities and Exchange Commission.
About
Medovex
Medovex
was formed to acquire and develop a diversified portfolio of medical technology products and services with ground-breaking and
disruptive characteristics. Its focus is to significantly improve the quality of life by focusing on patient outcomes. The Company's
first product, the DenerveX System, is intended to provide long-lasting relief from pain associated with facet joint syndrome.
For more information on Medovex Corporation, please visit
www.medovex.com
.
About
Regenerative Medicine Solutions
Regenerative
Medicine Solutions, LLC (RMS) is a biomedical services company to develop and implement advanced innovative treatment options
in regenerative medicine to treat an array of debilitating medical conditions. In addition, the company is the operator and manager
of the Lung Health Institute. Committed to an individualized patient-centric approach, RMS consistently provides oversight and
management of the highest quality of care while producing positive outcomes. By applying modern-day best practices to the growing
field of regenerative medicine, RMS is changing lives. For more information on the impact of Regenerative Medicine Solutions,
LLC, please visit
www.thelunghealthinstitute.com
.
About
Lung Health Institute
Lung
Health Institute leads the industry in regenerative medicine and is among the first cellular therapy providers accredited by The
Joint Commission, widely considered the gold standard of quality patient care. Our exclusive focus on and multidisciplinary approach
to lung disease yields expert care for every patient, even when conventional treatment isn't effective or stops working.
Offering a variety of programs and services including the Anti-Inflammatory Initiative and cellular therapy in several locations
across the United States, Lung Health Institute has helped thousands of people with chronic lung disease improve their quality
of life and Breathe Easier™. For more information, visit
www.thelunghealthinstitute.com
.
Safe
Harbor Statement
Certain
statements in this press release constitute "forward-looking statements" within the meaning of the federal securities
laws. Words such as "may", "might", "will", "should", "believe", "expect,"
"anticipate", "estimate", "continue", "predict", "forecast", "project,"
"plan", "intend" or similar expressions, or statements regarding intent, belief, or current expectations,
are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should
not be placed on any such forward-looking statements, which are based on information available to us on the date of this release.
These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties,
including without limitation those outlined in the Company's filings with the Securities and Exchange Commission (the "SEC"),
not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The
Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events
or otherwise, except as required by law.
Contact
Information
Medovex
Corp.
Jason Assad
678-570-6791
Jassad@medovex.com

text:
Medovex
Corporation

text:
Regenerative Medicine Solutions,
LLC

text: Medovex Corporation

text: Medovex

text: Regenerative Medicine Solutions, LLC

text: Medovex

text: Medovex

text: Medovex

label: event

text: Medovex

text: Medovex

text: Medovex Corporation

text:
Regenerative
Medicine Solutions, LLC

text:
Regenerative Medicine Solutions,
LLC

text: Medovex


text:
EX-99.(A)
3
a10-4827_1ex99da.htm
EX-99.(A)
Exhibit 99(a)
BEMIS
COMPANY, INC.
One Neenah Center, 4th Floor
P.O. Box 669
Neenah, Wisconsin
54957-0669
For additional information please contact:
Melanie E. R. Miller
Vice President, Investor Relations
and Treasurer
(920)527-5045
Kristine Pavletich
Public Relations Specialist
(920)527-5159
BEMIS COMPLETES
ACQUISITION OF ALCAN PACKAGING FOOD AMERICAS
NEENAH, WISCONSIN, March 1, 2010 -
Bemis Company, Inc.
(NYSE: BMS) announced today that it has completed its acquisition of the Food
Americas operations of Alcan Packaging, a business unit of Rio Tinto plc (LON:
RIO; ASX: RIO). Under the terms of the $1.2
billion transaction, Bemis acquired 23 Food Americas flexible packaging
facilities in the U.S., Canada, Mexico, Brazil, Argentina, and New Zealand
which recorded 2009 net sales totaling $1.4 billion. These facilities produce flexible packaging principally
for the food and beverage industries and will augment Bemis' product offerings
and technological capabilities. The
transaction is expected to be accretive to both diluted GAAP earnings per share
and adjusted earnings per share, beginning in 2010.
Under the terms of an order
signed by the U.S. District Court for the District of Columbia on February 25,
2010, two of these facilities, located in Menasha, Wisconsin and Tulsa,
Oklahoma, must be divested. The 2009 net
sales associated with the facilities to be sold was approximately $100 million.
"We are pleased to welcome
our newest Bemis employees and look forward to integrating these new facilities
into our business", said Henry Theisen, Bemis President and Chief Executive
Officer. "During the next two years, we
expect to generate strong cash flow which we will use to invest in growth
opportunities, pay down debt, and deliver attractive total returns to our
shareholders. This acquisition complements our
manufacturing capabilities and technological expertise around the world. We are looking forward to an exciting and
successful 2010".
Forward Looking Statements
Statements
in this release that are not historical, including statements relating to the
expected future performance of the Company, are considered "forward-looking"
and are presented pursuant to the safe harbor provisions of the Securities
Litigation Reform Act of 1995. Such content
is subject to certain risks and uncertainties, including but not limited to
future changes in cost or availability of raw materials, consumer buying
patterns under certain economic conditions, changes in customer order patterns,
the results of competitive bid processes, costs associated with the pursuit of
business combinations, unexpected costs associated with completing the
acquisition, a failure in our information technology infrastructure or
applications, foreign currency fluctuations, changes in working capital
requirements, and the availability and related cost of financing from banks and
capital markets. Actual future results
and trends may differ materially from historical results or those projected in
any such forward-looking statements depending on a variety of factors which are
detailed in the Company's regular SEC filings including the most recently filed
Form 10-K for the year ended December 31, 2008.
About
Bemis Company, Inc.
Bemis Company is a major supplier of flexible
packaging and pressure sensitive materials used by leading food, consumer
products, healthcare, and other companies worldwide. Founded in 1858, the Company is included in
the S&P 500 index of stocks and reported 2009 net sales of $3.5
billion. The Company's flexible packaging
business has a strong technical base in polymer chemistry, film extrusion,
coating and laminating, printing, and converting. Headquartered in Neenah, Wisconsin, Bemis
employs over 20,000 individuals in 84 manufacturing facilities in 13 countries
around the world. More information about
the Company is available at our website, www.bemis.com.
###
2

text:
BEMIS
COMPANY, INC.

text: BEMIS

text: ALCAN PACKAGING FOOD AMERICAS

text: Bemis Company, Inc.

text: Alcan Packaging

text: Bemis

text: Bemis

text: Bemis

text: Bemis

text: Bemis Company, Inc.

text: Bemis


text:
EX-99.1
3
f8k062414ex99i_medifirstsol.htm
PRESS RELEASE
Unassociated Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Investor Relations
Phone:
(732) 786-8044
Email:
info@medifirstsolutions.com
Website:
www.medifirstsolutions.com
MEDIFIRST SOLUTIONS, INC. TO ACQUIRE LASER
TECHNOLOGY COMPANY
CEO provides company update.
Freehold, NJ - June 24, 2014 -
MEDIFIRST SOLUTIONS, INC. (OTCQB: MFST) would like to take this opportunity to update shareholders on exciting new company events and developments. Commented CEO Bruce J. Schoengood, "We have been looking for technology driven products that are proprietary and exclusive to add to our company line-up. With this acquisition, we continue to both complement our healthcare division and add technology that brings great value and tremendous growth potential to Medifirst".
Medifirst Solutions is pleased to announce that is has signed an agreement to acquire Medical Lasers Manufacturer Inc., based in Florida. The company has created a unique Laser Program designed for anti-aging applications that includes: The full makeover, non-surgical face lift, non-invasive restoration & re-surfacing of the skin's tissues and skin tightening. Additional treatments are for sun spots, wrinkles, acne, hyper-pigmentation, scars, skin detoxification, stretch marks and cellulite. The Laser Program, which includes treatment protocols and the laser units, have been tested and developed over the last year with very positive results.
The lasers are easy to use, light-weight, hand-held units that are specially designed so the patient has no down time and no extensive recovery period. For healthcare professionals, they are affordable, portable and versatile. The lasers can run for several hours on its battery or can be plugged in to a standard electrical outlet. The Laser Program consists of infrared and green laser devices. Stated Dr. Ron Rubin, Medical Director and President of Medical Lasers Manufacturer Inc., "In the past several weeks we have showcased two very successful open house events in our offices in Boca Raton and Aventura Florida. People simply love the fast and positive results and are signing up for treatment packages and we have received serious interest from healthcare distributors from other countries. I am very confident and excited that working with Medifirst Solutions will enhance and accelerate our domestic and global growth and development".
Medical Lasers Manufacturer Inc. is in the process of completing a form 510(k) to register the laser units with the FDA. The agreement is subject to all necessary approvals of the directors and shareholders of the Medifirst and Medical Lasers Manufacturer and to the satisfaction of all conditions to the respective obligations of the parties, prior to the anticipated closing date of June 27, 2014.
Medifirst Solutions recently announced it had completed a business development agreement with Native Holdings LLC which has a long time business relationship with the Seminole Tribe of Florida, owners of the Hard Rock Hotel & Casino. We are currently working on the details for three new products and related services for the Hard Rock Hotel and Casino and we plan to announce the details when the agreements are completed. Commented Schoengood, "The process does need several tiers of approval and is taking additional time to complete. We are very excited to be working with Native Holdings and hope to announce completed deals in the upcoming days and weeks".
We encourage shareholders to visit
www.medifirstsolutions
and sign on for our email news alerts. As of June 20, 2014 the MFST float (unrestricted shares) is 12,170,750.
About Medifirst Solutions, Inc.-
Medifirst Solutions, Inc. is a Nevada corporation that is headquartered in New Jersey. The company seeks innovative medical and healthcare products and technologies which are targeted to both medical and healthcare professionals as well as everyday consumers. Medifirst Solutions is developing and establishing both consumer and professional medical and cliental to be used as a pipeline that will allow for distribution of our new products and services. For more details visit
www.medifirstsolutions.com
for more information. Medifirst Solutions will continue to offer its services under its recently announced Legal Marijuana Division, Health and Wellness Division and Medi-First Light Therapy Systems. Until there is more clarity in state laws as well as federal laws Medifirst will not have any products or services that directly require growing, selling, using or even touching cannabis in any way shape or form. Visit
www.medifirstusa.com
and
www.bocamedicalspa.com
for more product information.
# # #
Forward-Looking Statements: The statements in this press release that relate to the company's expectations with regard to the future impact on the company's results from new products in development are forward-looking statements, and may involve risks and uncertainties, some of which are beyond our control. Such risks and uncertainties are described in greater detail in our filings with the U.S. Securities and Exchange Commission. Since the information in this press release may contain statements that involve risk and uncertainties and are subject to change at any time, the company's actual results may differ materially from expected results. We make no commitment to disclose any subsequent revisions to forward-looking statements.
2

text: MEDIFIRST SOLUTIONS, INC.

text: MEDIFIRST SOLUTIONS, INC.

text: Medifirst Solutions

text: Medical Lasers Manufacturer Inc.

text: Ron Rubin

text: Medical Lasers Manufacturer Inc.

text: Medifirst Solutions

text: Medical Lasers Manufacturer Inc.

text: Medifirst Solutions

text: Medifirst Solutions

text: Medifirst Solutions, Inc.

text: Medifirst Solutions

text: Medifirst Solutions


text:
EX-99.1
7
v156196_ex99-1.htm
PRESS RELEASE
EXHIBIT
99.1
Contact:
Stephen
J. Schoepfer
(609)
945-0405
sschoepfer@gmail.com
JAG
Media Holdings, Inc. Announces Completion
of
Acquisition of CardioGenics Inc.
Mississauga, Ontario, July 31,
2009
- JAG Media Holdings, Inc. (OTCBB: JAGH) announced today that it has
completed the acquisition of CardioGenics Inc. by JAG Media's Ontario, Canada
subsidiary, CardioGenics ExchangeCo Inc. In connection with the acquisition,
ExchangeCo acquired all of the outstanding shares of common stock of
CardioGenics, excluding 173,869 CardioGenics common shares in the aggregate
owned by two (2) minority stockholders of CardioGenics.
Pursuant
to the terms of the Share Purchase Agreement dated May 22, 2009 among JAG Media,
CardioGenics ExchangeCo Inc. and Yahia Gawad, the principal stockholder of
CardioGenics, and in consideration for the surrender of their CardioGenics
common shares, the CardioGenics stockholders received 422,183,610 shares of JAG
Media common stock (the "Share Consideration"). The CardioGenics stockholders
had the option to receive at the closing their pro-rata allocation of the Share
Consideration in the form of (a) JAG Media common shares or (b) "Exchangeable
Shares" of CardioGenics ExchangeCo Inc., which are exchangeable at any time into
JAG Media common shares in accordance with the rights and preferences of such
Exchangeable Shares. Those CardioGenics stockholders who elected to receive
directly JAG Media common shares were issued, in the aggregate, 145,528,195 JAG
Media common shares at the closing and those CardioGenics stockholders who
elected to receive Exchangeable Shares were issued 16 Exchangeable Shares at the
closing, which are exchangeable at any time into 276,655,415 JAG Media common
shares, in the aggregate. The Share Consideration issued at the closing provides
the CardioGenics stockholders with direct and indirect ownership of
approximately 85% of JAG Media's outstanding common stock, on a fully diluted
basis.
All JAG
Media common shares received by CardioGenics stockholders in exchange for their
CardioGenics common shares shall not be registered for resale and, therefore,
shall remain subject to the rights and restrictions of Rule 144. All
Exchangeable Shares received by CardioGenics stockholders in exchange for their
CardioGenics common shares (and any JAG Media common shares into which such
Exchangeable Shares may be exchanged) shall not be registered for resale prior
to six (6) months following the closing and, therefore shall remain subject to
the rights and restrictions of Rule 144 prior to any such
registration.
At the
closing, our current directors resigned as directors of JAG Media and its
subsidiaries, after appointing CardioGenics designees as their successors, and
our current officers also resigned as officers and executives of JAG Media and
its subsidiaries. After their resignation and the closing, our former directors
entered into consulting agreements with the company pursuant to which they will
render various services to assist the company in connection with certain
transition and other matters.
1
"It
is extremely gratifying to complete the acquisition of CardioGenics", stated
Thomas J. Mazzarisi, former Chairman & CEO of JAG Media. "We have had a long
and sometimes turbulent search for an appropriate acquisition partner for our
company, but I'm confident that we have now found the right one in CardioGenics.
CardioGenics is an exciting company preparing to deploy its innovative
technology and products in the point-of-care In-Vitro-Diagnostics market and has
a management team with the credentials and track record to maximize such
deployment, all of which, I believe, provides excellent upside potential for the
company's stockholders" continued Mazzarisi.
"It has
been a rewarding experience working with Thomas J. Mazzarisi and Stephen J.
Schoepfer through all of the issues of cross-border transactions and I would
like to thank them both for their effort and dedication to consummate this
acquisition. With the required funds at hand, the commercialization of
CardioGenics technology and products will proceed at a much faster pace to bring
much-needed products to the In-Vitro-Diagnostics market, noted Yahia Gawad, CEO
of CardioGenics".
Following
the closing, the company intends to change its name to "CardioGenics Holdings
Inc." in order to better reflect the new focus of the company's business. An
information statement with respect to such name change and certain other matters
will be delivered to stockholders of record prior to the effective date of such
name change. The company has submitted its application to FINRA for approval of
the name change and issuance of a new ticker symbol for the company's common
stock. Until approval of the name change by FINRA and issuance of the new ticker
symbol, the company's common stock will continue to trade on the OTCBB under its
current ticker symbol "JAGH." Upon effectiveness of the name change, the
CardioGenics Holdings Inc. common stock will also carry a new CUSIP number.
There is no need for stockholders to exchange their current JAG Media common
stock certificates for CardioGenics Holdings stock certificates once the name
change becomes effective. However, should you nevertheless wish to exchange your
JAG Media common stock certificates for certificates reflecting the CardioGenics
Holdings name, you are free to do so and should contact the company's transfer
agent, Transfer Online, to make such arrangements.
A Current
Report on Form 8-K containing further details regarding our acquisition of
CardioGenics will be filed by the company and will be available on
EDGAR.
About
JAG Media Holdings, Inc.
JAG Media
Holdings, Inc. is a provider of Internet-based equities research and financial
information that offers its subscribers a variety of stock market research, news
and analysis, including "JAG Notes", the Company's flagship early morning
consolidated research product. With the acquisition of CardioGenics, the
company's business will now be refocused on developing technologies and products
for the point-of-care in vitro diagnostics market.
2
About
CardioGenics Inc.
CardioGenics
develops technology and products targeting the immunoassay segment of the
In-Vitro Diagnostic
testing
market. CardioGenics has developed the QL Care Analyzer, a proprietary Point Of
Care immuno-analyzer, which will run a number of diagnostic tests
under development by CardioGenics, the first of which will be a
series of cardiovascular diagnostic tests. As part of its core proprietary
technology, CardioGenics has also developed a proprietary method for silver
coating paramagnetic microspheres (a fundamental platform component of
immunoassay equipment), which improve instrument sensitivity to light.
CardioGenics' principal offices are located in Mississauga, Ontario,
Canada.
3

text:
JAG
Media Holdings, Inc.

text: CardioGenics Inc.

text: JAG Media Holdings, Inc.

text: CardioGenics Inc.

text: CardioGenics ExchangeCo Inc.

text: ExchangeCo

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics ExchangeCo Inc.

text: Yahia Gawad

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics ExchangeCo Inc.

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: Yahia Gawad

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: JAG Media Holdings, Inc.

text:
JAG Media
Holdings, Inc.

text: CardioGenics

text: CardioGenics Inc.

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics


text:
EX-99.2
4
a17-18700_1ex99d2.htm
EX-99.2
Exhibit 99.2
FOR IMMEDIATE RELEASE
Willdan Acquires Data Analytics Firm Integral Analytics
ANAHEIM, Calif. - August 3, 2017 - Willdan Group, Inc. (NASDAQ: WLDN) today announced the acquisition of Integral Analytics, Inc. (IA), a data analytics and software company, which closed on July 28, 2017. IA is a recognized leader in data analytics that help utility managers evaluate, plan and dispatch electricity resources more effectively. IA's software solutions are designed to solve problems arising from the transformation of an electric grid facing increasing growth in distributed energy resources, such as solar and electric vehicles.
"We believe the addition of IA's capabilities will significantly improve our ability to target locational energy savings and microgrids, and can provide us with a clear technical advantage on energy efficiency programs", said Tom Brisbin, Willdan's CEO and Chairman. "Cloud supercomputing has enabled IA to deliver its energy optimization technologies in a way that has not been previously possible. When combined with the significant investments that utilities have made in data collection, IA can synthesize terabytes of data into analysis utilized for more granular load forecasting, capital expenditure planning and electrical efficiency targeting to optimize distributed resources and guide operations. IA's solutions assist utilities effectively harness the power of renewables and energy storage to help them provide lower cost power reliably. IA's solutions generally reduce the annual distribution capital budget of utilities by three to ten percent".
"Being part of Willdan will improve the resources available to IA, our customers and our strategic partners, as well as providing new avenues for IA software to solve increasingly complex challenges in markets we have yet to reach", said Dr. Tom Osterhus, Integral Analytics founder. "Customers embrace IA solutions as the core application needed to bridge utility planning, operations, energy efficiency and distributed energy resources".
IA's customers include municipal systems and some of the largest investor-owned utilities in North America, with applications used by utilities in regulatory proceedings in over 30 states. IA is a 2016 Greentech Media Grid Edge Awardee and 2015 Fierce SmartGridNews winner of Best Innovation in Big Data and Analytics. Headquartered in Cincinnati, Ohio, IA was founded in 2005.
Willdan expects that the IA acquisition will not affect the Company's 2017 revenue or earnings per share forecast. In 2018, Willdan expects that the acquisition will add approximately $10 million revenue and be accretive to earnings per share by approximately 12 cents.
About Integral Analytics
Integral Analytics (IA) software products (LoadSEER, IDROP and DSMore) merge economics and engineering to provide statistically-robust forecasting and analytics by which utilities and distributed energy resource owners make optimized financial and engineering decisions. More information is available at: www.integralanalytics.com.
About Willdan
Willdan provides professional technical and consulting services to utilities, public agencies and private industry throughout the United States. Willdan's service offerings span a broad set of complementary disciplines that include energy efficiency and sustainability, engineering and planning, financial and economic consulting and national preparedness. Willdan provides integrated technical solutions to extend the reach and resources of its clients and provides all services through its subsidiaries specialized in each segment. For additional information, visit Willdan's website at www.willdan.com.
Forward Looking Statements
Statements in this press release that are not purely historical, including statements regarding Willdan's intentions, hopes, beliefs, expectations, representations, projections, estimates, plans or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits to Willdan of the IA acquisition and the expected impact of the IA acquisition on Willdan's earnings per share. The forward-looking statements involve risks and uncertainties including, but not limited to, the risk that Willdan will not be able to expand its services or meet the needs of customers in markets in which it operates. It is important to note that Willdan's actual results could differ materially from those in any such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, Willdan's failure to execute on existing projects, inability to integrate recent acquisitions, including its recent acquisition of IA, a slowdown in the local and regional economies of the states where Willdan conducts business, Willdan's inability to successfully implement its tax strategy and the loss of or inability to hire additional qualified professionals. Willdan's business could be affected by a number of other factors, including the risk factors listed from time to time in Willdan's SEC reports including, but not limited to, the Annual Report on Form 10-K filed for the year ended December 30, 2016 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. Willdan cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Willdan disclaims any obligation to, and does not undertake to, update or revise any forward-looking statements in this press release.
Contacts:
Willdan Group, Inc.
Stacy McLaughlin
Chief Financial Officer
714-940-6300
smclaughlin@willdan.com
or
Investor/Media Contact
Financial Profiles, Inc.
Tony Rossi, 310-622-8221
trossi@finprofiles.com

text: Willdan

text: Integral Analytics

text: Willdan Group, Inc.

text: Integral Analytics, Inc.

text: IA

text: IA

text: IA

text: IA

text: Willdan

text: IA

text: IA

text: IA

text: IA

text: Willdan

text: IA

text: IA

text: Tom Osterhus

text: Integral Analytics

text: IA

text: IA

text: IA

text: IA

text: Willdan

text: IA

text: Willdan

text: Integral Analytics

text: Integral Analytics

text: IA

text: Willdan

text: Willdan

text: Willdan

text: Willdan

text: Willdan

text: Willdan

text: Willdan

text: IA

text: IA

text: Willdan

text: Willdan

text: Willdan

text: Willdan

text: IA

text: Willdan

text: Willdan

text: Willdan

text: Willdan

text: Willdan

text: Willdan

text: Willdan Group, Inc.


text:
EX-99.1
4
a16-16758_1ex99d1.htm
EX-99.1
Exhibit 99.1
Vista Equity Partners Completes Acquisition of Marketo
SAN MATEO, Calif, - August 16, 2016 -
Marketo, Inc. (NASDAQ: MKTO), the leading provider of engagement marketing software and solutions, today announced that it has been acquired by Vista Equity Partners ("Vista"), a leading private equity firm focused on investments in software, data, and technology-enabled businesses. The transaction, originally announced on May 31, 2016, was completed on August 16, 2016. Marketo's shareholders approved the agreement on July 28, 2016.
The acquisition - which combines Marketo's product and industry leadership with Vista's unique investment and operating model for high-growth SaaS companies - begins the next phase of growth for Marketo, in which the company will continue to focus on
setting the agenda for innovation and thought leadership for the entire digital marketing industry.
"Ten years ago, we embarked on a journey to create a new kind of enterprise software company that would transform the way companies market to and engage with their customers", said Phil Fernandez, chairman and CEO of Marketo. "Our partnership with Vista will allow us to double down on that vision and focus on accelerating our execution toward product innovation and customer success for companies in fast-growth and enterprise business and consumer segments".
"We see significant value in Marketo's ability to enable organizations to increase digital intimacy and lifetime value with their customers and consumers leveraging the Marketo Marketing Platform", said Brian Sheth, co-founder and president of Vista. "We are aligned with Marketo's vision to lead the market in digital marketing transformation, and we're thrilled to work with the management team to help Marketo reach its full potential".
Marketo's common stock will continue trading on August 16, 2016, and thereafter cease to be traded on NASDAQ.
Golub Capital acted as Administrative Agent and Collateral Agent for the senior credit facility issued to support the acquisition. Wilson Sonsini Goodrich & Rosati served as legal advisor to Marketo. Kirkland & Ellis LLP served as legal advisor to Vista.
About Marketo
Marketo provides the leading engagement marketing software and solutions designed to help marketers develop long-term relationships with their customers - from acquisition to advocacy. Marketo is built for marketers, by marketers and is setting the innovation agenda for marketing technology. Marketo puts Marketing First. Headquartered in San Mateo, CA, with offices around the world, Marketo serves as a strategic partner to large enterprise and fast-growing small companies across a wide variety of industries. To learn more about Marketo's Engagement Marketing Platform, LaunchPoint® partner ecosystem, and the vast community that is the Marketo Marketing Nation®, visit www.marketo.com.
About Vista Equity Partners
Vista, a U.S.-based private equity firm with offices in Austin, Chicago and San Francisco, with over $26 billion in cumulative capital commitments, currently invests in software, data and technology-based organizations led by world-class management teams with long-term perspective. Vista is a value-added investor, contributing professional expertise and multi-level support towards companies realizing their full potential. Vista's investment approach is anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions, and proven management techniques that yield flexibility and opportunity in private equity investing. For more information, please visit
www.vistaequitypartners.com
.
About Golub Capital Middle Market and Late Stage Lending
Golub Capital provides financing for middle market, private equity-backed transactions with hold positions of up to $300 million and is an arranger of credit facilities up to $750 million. Golub Capital Late Stage offers flexible financing solutions for late stage SaaS companies. The firm structures offerings to foster long-term partnerships, encouraging portfolio companies to take control of their growth, make strategic acquisitions, and expand their product offerings. Golub Capital is a nationally recognized credit asset manager with over $18 billion of capital under management. For over 20 years, the firm has provided credit to help medium-sized U.S. businesses grow. The firm's award-winning middle market lending business helps provide financing for middle market companies and their private equity sponsors. Golub Capital's credit expertise also forms the foundation of its Late Stage Lending and Broadly Syndicated Loan businesses. Golub Capital has worked hard to build a reputation as a fast, reliable provider of compelling finance solutions, and we believe this has inspired repeat clients and investors. Today, the firm has over 300 employees with lending offices in Chicago, New York and San Francisco. For more information, please visit www.golubcapital.com.
###

label: fund

text: Vista Equity Partners

override: fund

text: Marketo

text: Marketo, Inc.

text: Vista Equity Partners

text: Marketo

text: Marketo

text: Marketo

text: Phil Fernandez

text: Marketo

text: Marketo

text: Marketo

text: Marketo

text: Marketo

text: Marketo

text: Golub Capital

text: Wilson Sonsini Goodrich & Rosati

text: Marketo

text: Kirkland & Ellis LLP

text: Marketo

text: Marketo

text: Marketo

text: Marketo

text: Marketo

text: Marketo

text: Marketo

text: Vista Equity Partners

text: Golub Capital

text: Golub Capital

text: Golub Capital

text: Golub Capital

text: Golub Capital

text: Golub Capital


text:
EX-99.1
2
exhibit991_pressrelease.htm
EXHIBIT
Exhibit 99.1_Press Release
Exhibit 99.1
Textura Announces Completion of LATISTA Acquisition
Chicago, Illinois. - December 2, 2013 - Textura® Corporation (NYSE: TXTR), the leading provider of collaboration solutions for the construction industry, announced today that it has closed its previously announced acquisition of LATISTA™, the leading provider of mobile-enabled solutions for construction project collaboration.
Patrick Allin, Chairman and Chief Executive Officer, Textura Corporation, said, "We are excited to announce that LATISTA has formally joined Textura and contributes to our growing suite of collaboration solutions for the construction industry. By expanding our platform to include field management solutions we are increasing collaboration and efficiencies right to the field job site to keep our clients connected from project start through finish. This acquisition further demonstrates our commitment to lead the technology transformation of the construction industry".
LATISTA has unique expertise in mobile applications for construction. Their modules handle mission critical construction workflows, including quality management, punch lists, safety, electronic commissioning, and document management, including managing project specific plans and drawings.
About LATISTA
LATISTA is the leading provider of mobile-enabled solutions for collaboration between the field and the office for construction firms. Globally top-ranked companies utilize our mobile enterprise software daily to reduce project costs and risks. For further information, please visit www.latista.com.
About Textura
Textura is the leading provider of collaboration and productivity tools for the construction industry. Our solutions serve all construction industry professionals across the project lifecycle - from takeoff, estimating, design and pre-qualification to bid management, submittals, LEED® management and payment.
Textura's collaboration platform and online product suite represent the first time the industry has all the tools needed to manage their business in an integrated fashion to save time and money and reduce exposure to risks. With award winning technology, world-class customer support and consistent growth, Textura is leading the construction industry's technology transformation. www.texturacorp.com
Investor Contacts:
Jillian Sheehan
Textura Corporation, EVP & CFO
847-235-8440
.
or
ir@texturacorp.com
847-457-6553

text: Textura

text: LATISTA

text: Textura® Corporation

text: LATISTA

text: Patrick Allin

text: LATISTA

text: Textura

text: LATISTA

text: LATISTA

text: LATISTA

text: Textura

text: Textura

text: Textura

text: Textura


text:
EX-99.1
3
ex99-1.htm
Exhibit 99.1
Sugarmade
Signs MOU to Acquire Three California Cannabis Licenses, Plans Large-Scale Nug Avenue Expansion in World's Premier Cannabis Market
NEW
YORK, June 10, 2021, (GLOBE NEWSWIRE) - via NetworkWire - Sugarmade, Inc. (OTCMKTS:SGMD) ("Sugarmade", "SGMD",
or the "Company") today announces the signing of a Memorandum of Understanding (the "MOU") to obtain three non-storefront
California Cannabis licenses from the Los Angeles Department of Cannabis Regulation (the "DCR"), along with corresponding
licenses from the California Bureau of Cannabis Control (the "BCC"), which collectively provide the licensing foundation
for the opening of three (3) new Nug Avenue cannabis delivery hubs in the Los Angeles metro area.
According
to the terms of the MOU, the Company will control a joint venture created with the initial holder of the social equity license as of
the closing date of the definitive agreement.
Each
of the three licenses can be used for three of the five categories of licensed cannabis-related business activities allowed under the
terms of these licenses: retail delivery, manufacturing, distribution, transport-only, and cultivation. The Company has determined it
will most likely use each license for a combination of 1) retail delivery of cannabis products, 2) supply chain distribution of cannabis
products, and 3) for manufacturing/packaging of cannabis products.
Together,
these licenses provide the licensing foundation for the opening of three (3) new Nug Avenue locations in the Los Angeles metropolitan
area. "Our first Nug Avenue location has been a tremendous success, but we need to expand due to overwhelming demand", commented
Jimmy Chan, CEO of Sugarmade. "Holding these licenses will provide an optimal solution to our current growth limitations".
Via
a definitive agreement closed on Feb. 8, 2021, the Company acquired a 70% stake in the Lynwood, California, operations of Nug Avenue,
allowing the Company to recognize 100% of revenue and 70% profits generated from Nug Avenue's Lynwood delivery service operations.
These terms will carry over to each new Nug Avenue location as the Company expands.
Chan
added, "By using these licenses to cover manufacturing, distribution, and delivery, we hope to further develop our fully-vertical
approach to the dynamic California cannabis delivery market. With this agreement, we gain the potential to manufacture and package our
own cannabis products, distribute them to multiple Nug Avenue locations, and then deliver them right to the front door of our loyal customer
base, driving both top-line and bottom-line growth potential as we expand our footprint in this rapidly growing space".
About
Sugarmade, Inc.
Sugarmade,
Inc. (OTCMKTS:SGMD) is a product and branding marketing company investing in operations and technologies with disruptive potential. Our
Brand portfolio includes CarryOutsupplies.com, SugarRush™, NUG Avenue, Lemon Glow and Budcars.
For
more information, please visit
www.Sugarmade.com.
FORWARD-LOOKING
STATEMENTS: This release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents
issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements
are intended to provide management's current expectations or plans for our future operating and financial performance, based on
assumptions currently believed to be valid. They can be identified by the use of words such as "anticipate", "intend,"
"plan", "goal", "seek", "believe", "project", "estimate", "expect,"
"strategy", "future", "likely", "may", "should", "would", "could,"
"will" and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples
of forward looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations,
uses of cash and other measures of financial performance.
Because
forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the
Company's actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements.
Such risks, uncertainties and other factors include, among others, such as but not limited to; economic conditions, changes in the laws
or regulations, demand for products and services of the company, the effects of competition, uncontrollable forces of nature and other
factors that could cause actual results to differ materially from those projected or represented in the forward looking statements.
Any
forward-looking information provided in this release should be considered with these factors in mind. We assume no obligation to update
any forward-looking statements contained in this report.
Corporate
Contact:
Jimmy Chan
+1-(888)-982-1628
info@Sugarmade.com
Investor Relations Contact:
EDM Media, LLC
https://edm.media
Corporate
Communications:
InvestorBrandNetwork
(IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
Editor@InvestorBrandNetwork.com

text: Sugarmade

text: Sugarmade

text: Sugarmade

text: Jimmy Chan

text: Sugarmade

text: Sugarmade

text: Sugarmade

text: Jimmy Chan


text:
EX-99.1
2
sykex99111092018.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
Stryker completes acquisition of K2M
Kalamazoo, Michigan - November 9, 2018 - Stryker (NYSE: SYK) has completed the previously announced acquisition of K2M Group Holdings, Inc., a global leader of complex spine and minimally invasive solutions.
"K2M's broad product portfolio and robust pipeline complement Stryker's established leadership in the spine and neurotechnology markets", said Spencer S. Stiles, Group President, Neurotechnology, Instruments and Spine. "We believe that our combined businesses will offer innovative solutions for our customers while expanding our global footprint".
Forward-looking statements
This press release contains information that includes or is based on forward-looking statements within the meaning of the federal securities law that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Such factors include, but are not limited to: weakening of economic conditions that could adversely affect the level of demand for our products; pricing pressures, including cost-containment measures that could adversely affect the price of or demand for our products; changes in foreign exchange markets; legislative and regulatory actions; unexpected charges or expenses in connection with the acquisition of K2M; unanticipated issues arising in connection with clinical studies and otherwise that affect U.S. Food and Drug Administration approval of new products; potential supply disruptions; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the ultimate total cost with respect to the Rejuvenate and ABG II recall matter; the impact of investigative and legal proceedings and compliance risks; resolution of tax audits; the impact of the federal legislation to reform the United States healthcare system; changes in financial markets; changes in the competitive environment; our ability to integrate acquisitions, including the acquisition of K2M; and our ability to realize anticipated cost savings. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Stryker is one of the world's leading medical technology companies and, together with its customers, is driven to make healthcare better. The company offers innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes. More information is available at www.stryker.com.
Contacts
For investor inquiries please contact:
Katherine A. Owen, Stryker, 269-385-2600 or katherine.owen@stryker.com
For media inquiries please contact:
Yin Becker, Stryker, 269-385-2600 or yin.becker@stryker.com

text: Stryker

text: Stryker

text: K2M Group Holdings, Inc.

text: Stryker

text: Stryker

text: Stryker

text: Stryker


text:
EX-99.1
2
et909920ex991.htm
EXHIBIT 99.1
FIRST AMENDMENT TO CONTRACT OF SALE
THIS FIRST AMENDMENT TO CONTRACT OF SALE
(this "Amendment") is made as of June 3, 2005 by and between
FARM TECH CORPORATION
, a Delaware corporation with an address of 765 Old Saw Mill River Road, Tarrytown, New York 10591 ("Seller") and
WINSTANLEY ENTERPRISES LLC
, a Delaware limited liability company with an address of 150 Baker Avenue Extension, Suite 303, Concord, Massachusetts 01742 ("Purchaser").
BACKGROUND:
A. Seller and Purchaser entered into a Contract of Sale dated April 5, 2005 (as amended, the "Agreement") whereunder Seller agreed to sell and Purchaser agreed to buy the real property known as 400 Farmington Avenue, Connecticut (the "Property").
B. Seller and Purchaser desire to amend the Agreement to extend the contingency period, as more particularly set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
2. The Contingency Period is hereby changed to June 17, 2005.
3. The Closing Date shall be on or before June 30, 2005.
4. As amended hereby, the Agreement is ratified and confirmed. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement.
5. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Agreement. This Agreement shall become effective when duly executed and delivered by all parties hereto.
IN WITNESS WHEREOF
, the parties hereto have executed this First Amendment to Contract of Sale as of the date written above.
F
ARM
T
ECH
C
ORPORATION
By:
/s/ S
HEPARD
G
OLDBERG
Shepard Goldberg
Chief Executive Officer
W
INSTANLEY
E
NTERPRISES
LLC
By:
/s/ C
ARTER
W
INSTANLEY
Carter J. Winstanley
Its Manager
2

text: FARM TECH CORPORATION

text: WINSTANLEY ENTERPRISES LLC

text: Shepard Goldberg


text:
EX-99.1
5
exhibit991-02212018.htm
EXHIBIT 99.1 - CALPINE CORPORATION PRESS RELEASE DATED MARCH 8, 2018
Exhibit
Exhibit 99.1
CONTACTS:
NEWS RELEASE
For Calpine
Media Relations:
Investor Relations:
Brett Kerr
Bryan Kimzey
713-830-8809
713-830-8775
brett.kerr@calpine.com
bryan.kimzey@calpine.com
Sard Verbinnen & Co.
Frances Jeter (Houston) / Jared Levy & Patrick
Scanlan (New York)
(832) 687-5120 / (212) 687-8080
Calpine-SVC@sardverb.com
CONSORTIUM LED BY ENERGY CAPITAL PARTNERS COMPLETES ACQUISITION OF CALPINE CORPORATION; ANNOUNCES MANAGEMENT ROLES AND BOARD OF
DIRECTORS
(HOUSTON, Texas) - March 8, 2018 - Calpine Corporation (NYSE: CPN) today announced the completion of the acquisition of Calpine by an affiliate of Energy Capital Partners and a consortium of other investors, including Access Industries Inc. and Canada Pension Plan Investment Board (CPPIB).
As a result of the completion of the acquisition, Calpine stockholders will receive an amount in cash equal to $15.25 per share of Calpine common stock. In connection with the completion of the acquisition, shares of Calpine common stock will cease trading on the New York Stock Exchange (NYSE) prior to the opening of the NYSE on March 9, 2018.
Lazard served as financial advisor and White & Case LLP served as legal advisor to Calpine. Barclays Capital Inc. served as financial advisor and Latham & Watkins LLP served as legal advisor to Energy Capital Partners.
"Energy Capital Partners is excited to begin this long-term partnership with Calpine and its extremely talented employees and leadership", said Tyler Reeder, a partner at Energy Capital Partners. "We do not expect to make any changes to the way Calpine operates its business and intend to remain focused on providing the high level of service to which Calpine's wholesale and retail customers have become accustomed. Finally, we do not intend to make any changes to the Company's financial policy or previously announced deleveraging plan".
"The Calpine team is very much looking forward to continuing to work with our customers", said Thad Hill, President and Chief Executive Officer of Calpine. "We also want our customers, trading partners, regulators and others with whom we interact to know that Calpine will continue to be a leader in the industry as a power producer and retail energy provider as well as a strong advocate for competitive markets".
Mr. Hill noted that the senior leadership team at Calpine will remain intact with Thad Miller becoming Executive Vice Chairman and continuing as Chief Legal Officer; Executive Vice Presidents Zamir Rauf and Charlie Gates continuing in their currents roles as Chief Financial Officer and Head of Power Operations, respectively; Andrew Novotny and Caleb Stephenson being promoted to Executive Vice Presidents to serve as co-heads of Commercial
Operations, leading the company's wholesale trading and origination businesses; Bryan Kimzey being promoted to Senior Vice President of Finance and Treasurer; and Jim Wood will continue to serve as President of Calpine Energy Solutions and also has been named President of Calpine Retail Holdings, LLC, with overall responsibility for the business activities for Calpine's retail subsidiaries - Calpine Energy Solutions, Champion Energy Services and North American Power.
In connection with the completion of the acquisition, Thad Hill, Tyler Reeder, Douglas Kimmelman, Andrew Singer, Andrew Gilbert and Donald Wagner became the voting directors of Calpine and Thad Miller was elected a non-voting director of Calpine. Tyler Reeder, Douglas Kimmelman, Andrew Singer and Andrew Gilbert were each appointed by Energy Capital Partners and Donald Wagner was appointed by Access Industries, Inc. Subject to receipt of certain regulatory approvals, CPPIB intends to appoint a voting director to Calpine's Board of Directors.
About Calpine
Calpine Corporation is America's largest generator of electricity from natural gas and geothermal resources with operations in competitive power markets. Our fleet of 80 power plants in operation or under construction represents approximately 26,000 megawatts of generation capacity. Through wholesale power operations and our retail businesses Calpine Energy Solutions and Champion Energy, we serve customers in 25 states, Canada and Mexico. Our clean, efficient, modern and flexible fleet uses advanced technologies to generate power in a low-carbon and environmentally responsible manner. We are uniquely positioned to benefit from the secular trends affecting our industry, including the abundant and affordable supply of clean natural gas, environmental regulation, aging power generation infrastructure and the increasing need for dispatchable power plants to successfully integrate intermittent renewables into the grid. Please visit www.calpine.com to learn more about how Calpine is creating power for a sustainable future.
About Energy Capital Partners
Energy Capital Partners is a private equity and credit investment firm with over $13 billion in capital commitments. The firm focuses on investing in the traditional and renewable power generation, midstream oil and gas, electric transmission, environmental infrastructure and related energy services sectors of North America's energy infrastructure. For more information, visit www.ecpartners.com.
About Access Industries
Access Industries is a privately held, U.S.-based industrial group with global strategic investments. Founded in 1986 by Len Blavatnik, an American entrepreneur and philanthropist, the group is headquartered in New York, with offices in London and Moscow. Access invests in industries where it can maximize long-term value by developing regional and global leaders. Its industrial focus spans four key sectors: natural resources and chemicals; media and telecommunications; real estate and hospitality; and venture capital. For more information, visit www.accessindustries.com.
About Canada Pension Plan Investment Board
Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits on behalf of 20 million contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, São Paulo and Sydney, CPPIB is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At December 31, 2017, the CPP Fund totaled C$337.1 billion. For more information about CPPIB, please visit www.cppib.com or follow us on LinkedIn or Twitter.

text: CALPINE CORPORATION

text: Calpine

text: ENERGY CAPITAL PARTNERS

text: CALPINE CORPORATION

text: Calpine Corporation

text: Calpine

text: Energy Capital Partners

text: Calpine

text: Calpine

text: Calpine

text: Lazard

text: White & Case LLP

text: Calpine

text: Barclays Capital Inc.

text: Latham & Watkins LLP

text: Energy Capital Partners

text: Energy Capital Partners

text: Calpine

text: Energy Capital Partners

text: Calpine

text: Calpine

text: Calpine

text: Thad Hill

text: Calpine

text: Calpine

text: Calpine

text: Calpine

text: Calpine

text: Calpine

text: Calpine

text: Thad Hill

text: Calpine

text: Calpine

text: Energy Capital Partners

text: Calpine

text: Calpine

text: Calpine Corporation

text: Calpine

text: Calpine

text: Energy Capital Partners

text: Energy Capital Partners