text:
EX-99.1
5
ex991to8k07827_04052011.htm
ex991to8k07827_04052011.htm
Exhibit 99.1
FOOTSTAR COMPLETES ACQUISITION OF CPEX PHARMACEUTICALS, INC.
Mahwah, NJ, April 5, 2011-
Footstar, Inc. ("Footstar") today announced that certain of its subsidiaries have completed the previously announced acquisition of CPEX Pharmaceuticals, Inc. ("CPEX") (Nasdaq: CPEX), a specialty pharmaceutical company, in a transaction valued at approximately $76 million, plus fees and expenses relating to the transaction. At the effective time of the merger, FCB I Acquisition Corp. ("FCB Acquisition"), a wholly owned subsidiary of FCB I Holdings Inc. ("FCB Holdings"), merged with and into CPEX.
FCB Acquisition is a wholly owned subsidiary of FCB Holdings, which is owned 80.5% by Footstar Corporation and 19.5% by an unaffiliated investment holding company (the "Co-Investor"). Footstar Corporation is a wholly owned subsidiary of Footstar.
The transaction was financed through a combination of equity and debt. Footstar Corporation and the Co-Investor provided approximately $3.2 million and approximately $0.8 million of equity financing, respectively. In addition, FCB Holdings received $13 million in secured bridge loans from Footstar Corporation and certain affiliates of the Co-Investor. Certain debt financing parties provided debt financing pursuant to a $64 million secured term loan.
Olshan Grundman Frome Rosenzweig & Wolosky LLP served as legal advisor to Footstar.
FOOTSTAR HAS A SHAREHOLDER RIGHTS PLAN, WHICH CONTAINS PROVISIONS THAT PROHIBIT ANY PERSON OR GROUP FROM ACQUIRING BENEFICIAL OWNERSHIP OF MORE THAN 4.75 PERCENT OF FOOTSTAR'S COMMON STOCK WITHOUT ITS PRIOR CONSENT AND AS FURTHER PROVIDED THEREIN.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Certain items in this document may constitute forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to: the ability to successfully integrate CPEX into the Company's business; unknown liabilities not identified during due diligence; the risk that the expected benefits of the acquisition may not be realized; the loss of key management employees; the Company's increased indebtedness after the acquisition; and such other risks and uncertainties as are detailed in Footstar's Annual Report on Form 10-K filed with the SEC on March 14, 2011, CPEX's Annual Report on Form 10-K filed with the SEC on March 31, 2011 and in the other reports that Footstar and CPEX periodically file with the SEC. The SEC maintains an Internet web site, www.sec.gov, which contains reports, proxy and information statements and other information which we file electronically with the SEC. Footstar cautions investors not to place undue reliance on the forward-looking statements contained in this document or other filings with the SEC.
The statements in this document reflect the expectations and beliefs of Footstar's management only as of the date of this document and subsequent events and developments may cause these expectations and beliefs to change. Footstar undertakes no obligation to update or revise these statements, except as may be required by law. These forward-looking statements do not reflect the potential impact of any future dispositions or strategic transactions, including the merger, that may be undertaken. These forward-looking statements should not be relied upon as representing Footstar's views as of any date after the date of this document.
Contact:
Jonathan Couchman
Chairman and Chief Executive Officer of Footstar, Inc.
201-934-2000

text: FOOTSTAR

text: CPEX PHARMACEUTICALS, INC.

text: Footstar, Inc.

text: Footstar

text: CPEX Pharmaceuticals, Inc.

text: CPEX

text: CPEX

text: FCB I Acquisition Corp.

text: FCB I Holdings Inc.

text: FCB Holdings

text: CPEX

text: FCB Holdings

text: Footstar

text: Footstar

text: Footstar

text: Footstar

text: FCB Holdings

text: Footstar

text: Footstar

text: FOOTSTAR

text: FOOTSTAR

text: CPEX

text: Footstar

text: CPEX

text: Footstar

text: CPEX

text: Footstar

text: Footstar

text: Footstar

text: Footstar

text: Jonathan Couchman

text: Footstar, Inc.


dataset: buster

text:
EX-99.1
3
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
DPW Holdings' subsidiary Super Crypto Mining enters into an agreement to purchase another 1,100 mining machines.
FREMONT, Calif., March 8, 2018 (GLOBE NEWSWIRE) - DPW Holdings, Inc. (NYSE American: DPW) ("
DPW
" or the "
Company
"), a diversified holding company, hereby announces that its wholly owned subsidiary Super Crypto Mining, Inc.
("SCM")
has entered into an agreement to purchase another 1,100 S9 mining machines
(the "Miners")
as DPW continues toward its previously stated goal of having 10,000 active mining machines by the end of 2018.
Pursuant to the agreement, SCM has agreed to acquire to (the "Miners") manufactured by Bitmain Technologies, Inc. (the "Bitmain"), in connection with SCM's mining operations, from Blockchain Mining Supply & Services Ltd. ("BMSS"). Pursuant to the agreement, SCM will pay an aggregate of $3,200,000 to BMSS for the Miners, in the following amounts and on the following dates: (i) $163,625.00, or 5% of the aggregate purchase price, with $80,000.00 being paid on March 9, 2018 and $83,625.00 being payable on March 13, 2018; (ii) an additional $1,487,500.00, or approximately 46% of the aggregate purchase price, on or before March 23, 2018, providing the inspection conducted by SCM of the Miners is satisfactory to SCM, and (iii) the balance of 1,621,375.00, or approximately 51% of the aggregate purchase price on or before April 15, 2018. The Company intends to fund SCM's acquisition of the Miners though the proceeds derived from its ongoing At-the-Market Offering described in the Prospectus Supplement filed with the SEC on February 27, 2018. Please see the Current Report on Form 8-K that will be filed shortly following the issuance of this press release, which will include the agreement as an exhibit.
"Prices on the S9 miners dipped so we jumped at the opportunity to purchase these machines slightly ahead of plan." commented
Darren
Magot, the CEO of Super Crypto Mining. "Our team is focused on the execution of our 2018 plan and these machines keep us on pace to meet our previously stated objectives while maximizing budget efficiencies". This news comes on the heels of the successful 1
st
round of the Super Crypto Cloud Mining offering and will fuel the next offering expected in early Q2, 2018.
"Super Crypto Mining continues to demonstrate that it is an important contributor to the overall business of DPW Holdings", commented Milton "Todd" Ault III, the Company's CEO and Chairman. "We continue to be committed to this rapidly growing business segment and look forward to the next Super Crypto Cloud Mining offering"
ABOUT DPW HOLDINGS, INC.
Headquartered in Fremont, CA, DPW Holdings, Inc. is a diversified holding company that, through its wholly owned subsidiary, Coolisys Technologies, Inc., is dedicated to providing world-class technology-based solutions where innovation is the main driver for mission-critical applications and lifesaving services. Coolisys' growth strategy targets core markets that are characterized by "high barriers to entry" and include specialized products and services not likely to be commoditized. Coolisys through its portfolio companies develops and manufactures cutting-edge resonant switching power topologies, specialized complex high-frequency radio frequency (RF) and microwave detector-log video amplifiers, very high-frequency filters and naval power conversion and distribution equipment. Coolisys services the defense, aerospace, medical and industrial sectors and manages four entities including Digital Power Corporation,
www.DigiPwr.com
, a leading manufacturer based in Northern California, 1-877-634-0982; Digital Power Limited dba Gresham Power Ltd.,
www.GreshamPower.com
, a manufacturer based in Salisbury, UK.; Microphase Corporation,
www.MicroPhase.com
with its headquarters in Shelton, CT 1- 203-866-8000; and Power-Plus Technical Distributors,
www.Power-Plus.com
, a wholesale distributor based in Sonora, CA 1-800-963-0066. Coolisys operates the branded division, Super Crypto Power,
www.SuperCryptoPower.com
.
Digital Power Lending, LLC, a wholly owned subsidiary of the Company, is based in Fremont, CA, and is a California private lending company dedicated to strategically providing capital to small and middle size businesses for an equity interest in addition to loan fees and interest,
www.DigitalPowerLending.com
. Excelo, LLC, a wholly-owned subsidiary of the Company, is a national search firm specializing in fulfilling strategic executive, professional and hi-tech placements for businesses delivering world-class services,
www.Excelo.com
. DPW Holdings, Inc.'s headquarters is located at 48430 Lakeview Blvd., Fremont, California, 94538; 1-877-634-0982;
www.DPWHoldings.com
. For Investor inquiries:
IR@DPWHoldings.com
or 1-888-753-2235.
Forward-Looking Statements
The foregoing release contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the acquisition and the ability to consummate the acquisition. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes", "plans", "anticipates", "projects", "estimates", "expects", "intends", "strategy", "future", "opportunity", "may", "will", "should", "could", "potential", or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company's business and financial results are included in the Company's filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company's Forms 10-K, 10-Q and 8-K. All filings are available at
www.sec.gov
and on the Company's website at
www.DPWHoldings.com
.
###

label: organization

text: Super Crypto Mining

text: Super Crypto Mining, Inc.

text: SCM

text: SCM

text: SCM

text: BMSS

text: SCM

text: BMSS

text: SCM

text: SCM

text: SCM

text: Super Crypto Mining

text: Super Crypto Mining

source_dataset: expertai/BUSTER

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


text:
EX-99.1
5
ex-99_1.htm
PRESS RELEASE ISSUED BY TOMPKINS FINANCIAL CORPORATION, DATED AUGUST 1, 2012
ex-99_1.htm
For more information contact:
Stephen S. Romaine, President & CEO
or Francis M. Fetsko, CFO
Tompkins Financial Corporation 607. 273.3210
For Immediate Release
Date: August 1, 2012
Tompkins Financial Corporation Announces Closing on Acquisition of
VIST Financial Corp.
Ithaca, NY:
Tompkins Financial Corporation ("Tompkins") (TMP: NYSE MKT LLC) today announced that it closed on the acquisition of VIST Financial Corp., headquartered in Wyomissing, PA. As previously announced, VIST Bank will operate as a separate subsidiary with local management and a local board.
"This is a great fit between two companies with similar corporate cultures and values. We look forward to welcoming our new colleagues and customers from VIST to the Tompkins family and anticipate a seamless integration of the two firms. VIST Bank customers will see little change throughout the transition as VIST Bank will continue to operate and make decisions locally." said Stephen S. Romaine, President and CEO of Tompkins Financial.
In conjunction with the completion of the transaction, Tompkins welcomes Alfred J. Weber and Frank C. Milewski to the Board of Directors of the Tompkins Financial Corporation. Mr. Weber previously served as Chairman of the VIST Financial Corp. Board of Directors where he has been a director since 1995. Mr. Milewski previously served as Vice Chairman of the VIST Financial Corp. Board of Directors and has been a director since 2002. Prior to 2002, he served as a director of VIST bank since 1999.
As part of the completion of the transaction, Tompkins Financial Corporation has completely repaid the $25 million VIST Financial Corp.'s outstanding preferred stock and U.S. Treasury warrants held under the TARP Capital Purchase Program.
About Tompkins Financial Corporation
Tompkins Financial Corporation is a financial services company with $4.8 billion in assets serving the Central, Western, and Hudson Valley regions of New York State and the Southeastern region of Pennsylvania. Headquartered in Ithaca, NY, Tompkins Financial is parent to Tompkins Trust Company, The Bank of Castile, Mahopac National Bank, VIST Bank, Tompkins Insurance Agencies, Inc., and Tompkins Financial Advisors. Each Tompkins Financial subsidiary operates with a community focus and local decision-making, meeting the unique needs of the customers and communities it serves. Founded in 1836, Tompkins has a strong record of creating long-term value for shareholders, clients and communities. For more information on Tompkins Financial, visit
www.tompkinsfinancial.com
.
"Safe Harbor" Statement under the Private Securities Litigation Reform of 1995:
This press release may include forward-looking statements with respect to revenue sources, growth, market risk, and corporate objectives. The Company assumes no duty, and specifically disclaims any obligation, to update forward-looking statements, and cautions that these statements are subject to numerous assumptions, risks, and uncertainties, all of which could change over time. Actual results could differ materially from forward-looking statements.

text: TOMPKINS FINANCIAL CORPORATION

label: person

text: Stephen S. Romaine

text: Francis M. Fetsko

text: Tompkins Financial Corporation

text: Tompkins Financial Corporation

text: VIST Financial Corp.

text: Tompkins Financial Corporation

text: VIST Financial Corp.

text: VIST Bank

text: VIST Bank

text: VIST Bank

text: Stephen S. Romaine

text: Tompkins Financial Corporation

text: VIST Financial Corp.

text: VIST Financial Corp.

text: VIST bank

text: Tompkins Financial Corporation

text: VIST Financial Corp.

text: Tompkins Financial Corporation

text: Tompkins Financial Corporation

text: Tompkins Trust Company

text: VIST Bank


text:
EX-99.1
2
ex991to8k06447052_07022015.htm
ex991to8k06447052_07022015.htm
Exhibit 99.1
HANDY & HARMAN LTD. COMPLETES ACQUISITION OF JPS INDUSTRIES, INC.
WHITE PLAINS, New York - July 2, 2015
- Handy & Harman Ltd. (NASDAQ: HNH) ("HNH"), a diversified global industrial company, and JPS Industries, Inc. (formerly Pink Sheets: JPST) (the "Company" or "JPS"), a leading manufacturer of composite materials, announced today the successful completion of HNH's acquisition of JPS. Under the terms of the parties' merger agreement, at the effective time of the merger, each outstanding share of JPS common stock (other than shares owned by HNH and its affiliates) was converted into the right to receive $11.00 per share in cash.
Warren Lichtenstein, Chairman of HNH and Executive Chairman of Steel Partners Holdings L.P. (NYSE: SPLP), the parent company of HNH, stated, "After being an investor in JPS for over 14 years, we are very pleased to have completed this merger, and we look forward to working with Gary Wallace, President of JPS Composites, and all of JPS's employees".
To receive the $11.00 per share merger consideration, JPS stockholders must complete a letter of transmittal that will be sent to them by American Stock Transfer & Trust Company, LLC, the paying agent for the merger, and deliver the letter of transmittal, the stock certificates formerly representing their shares of JPS common stock and any other required documents to the paying agent, in accordance with the instructions that appear in the letter of transmittal
The acquisition of JPS was effected by HNH's wholly owned subsidiary, Handy & Harman Group, Ltd. ("HNH Group"), through one of HNH Group's subsidiaries, HNH Group Acquisition LLC. Following the consummation of the merger, pursuant to a separate agreement between HNH Group and SPH Group Holdings LLC ("SPHG Holdings") (a subsidiary of Steel Partners Holdings L.P.), SPHG Holdings will exchange its shares of JPS common stock for shares of common stock of HNH, based on an $11.00 per share valuation for the JPS shares, so that HNH Group will own 100% of the shares of JPS.
Olshan Frome Wolosky LLP served as legal counsel to HNH. Houlihan Lokey acted as financial advisor to JPS, and O'Melveny & Myers LLP and Wyche P.A. acted as legal counsel to the Special Committee of the Board of Directors of JPS and JPS, respectively.
Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect HNH's current expectations and projections about its future results, performance, prospects, and opportunities. HNH has tried to identify these forward-looking statements by using words such as "may", "should", "expect", "hope", "anticipate", "believe", "intend", "plan", "estimate", and similar expressions. These forward-looking statements are based on information currently available to HNH and are subject to a number of risks, uncertainties, and other factors that could cause its actual results, performance, prospects, or opportunities in 2015 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include, without limitation, HNH's need for additional financing and the terms and conditions of any financing that is consummated, customers' acceptance of its new and existing products, the risk that HNH will not be able to compete successfully, the possible volatility of HNH's stock price, and the potential fluctuation in its operating results. Although HNH believes that the expectations reflected in these forward-looking statements are reasonable and achievable, such statements involve significant risks and uncertainties, and no assurance can be given that the actual results will be consistent with these forward-looking statements. Investors should read carefully the factors described in the "Risk Factors" section of HNH's filings with the SEC, including HNH's Form 10-K for the year ended December 31, 2014, for information regarding risk factors that could affect HNH's results. Except as otherwise required by Federal securities laws, HNH undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.
About Handy & Harman Ltd.
Handy & Harman Ltd. is a diversified manufacturer of engineered niche industrial products with leading market positions in many of the markets it serves. Through its wholly-owned operating subsidiaries, HNH focuses on high margin products and innovative technology and serves customers across a wide range of end markets. HNH's diverse product offerings are marketed throughout the United States and internationally.
HNH's companies are organized into four businesses: Joining Materials, Tubing, Building Materials and Kasco.
HNH sells its products and services through direct sales forces, distributors, and manufacturer's representatives. HNH serves a diverse customer base, including the construction, electrical, transportation, utility, medical, oil and gas exploration and food industries.
HNH's business strategy is to enhance the growth and profitability of the HNH business units and to build upon their strengths through internal growth and strategic acquisitions. Management expects HNH to continue to focus on high margin products and innovative technology. Management has evaluated and will continue to evaluate, from time to time, potential strategic and opportunistic acquisition opportunities, as well as the potential sale of certain businesses and assets.
HNH is based in White Plains, N.Y., and its common stock is listed on the NASDAQ Capital Market under the symbol HNH. Website:
www.handyharman.com
About JPS Industries, Inc.
JPS Industries, Inc. is a major U.S. manufacturer of sheet and mechanically formed glass and aramid materials for specialty applications in a wide expanse of markets requiring highly engineered products. JPS's products are used in a wide range of applications including: advanced composite materials; civilian and military aerospace components; printed electronic circuit boards; filtration and insulation products; specialty commercial construction substrates; automotive and industrial components; soft body armor for civilian and military applications. Headquartered in Greenville, South Carolina, the Company operates three manufacturing locations in Anderson and Slater, South Carolina and Statesville, North Carolina.
Contact
James F. McCabe, Jr., Senior Vice President and Chief Financial Officer, Handy & Harman Ltd.
212-520-2300
jmccabe@steelpartners.com

text: HANDY & HARMAN LTD.

text: JPS INDUSTRIES, INC.

text: Handy & Harman Ltd.

text: HNH

text: HNH

text: JPS Industries, Inc.

text: JPS

text: HNH

text: JPS

text: JPS

text: HNH

text: Warren Lichtenstein

text: HNH

text: HNH

text: JPS

text: Gary Wallace

text: JPS

text: JPS

text: JPS

text: JPS

text: JPS

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: JPS

text: HNH

text: JPS

text: HNH

text: JPS

text: Olshan Frome Wolosky LLP

text: HNH

text: Houlihan Lokey

text: JPS

text: O'Melveny & Myers LLP

text: Wyche P.A.

text: JPS

text: JPS

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: Handy & Harman Ltd.

text: Handy & Harman Ltd.

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: HNH

text: JPS Industries, Inc.

text: JPS Industries, Inc.

text: JPS

text: Handy & Harman Ltd.


text:
EX-99.1
10
s115217_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
SMAAASH Entertainment Inc. Announces
Closing of Combination with NBA Memphis Grizzlies Minority Owner Jed Kaplan's Simplicity Esports
New York, NY - January 2, 2019
- SMAAASH
Entertainment Inc. (NASDAQ: SMSH) (the "Company"), announced it closed the combination with Simplicity Esports, LLC
(Simplicity) via an all stock acquisition. Simplicity is now a wholly-owned subsidiary of the Company. Simplicity is an established
brand in the esports industry with an engaged fan base competing in popular games across different genres, including PUBG,
Gears of War, Injustice 2 and NHL 19. Notably, the Simplicity stream team encompasses groups of casters, influencers
and personalities all of whom connect to a dedicated fan base which has viewed and consumed millions of
minutes of Simplicity content cumulatively on various social media monthly.
Co-CEO's Jed Kaplan and F. Jacob Cherian stated, "We
are excited to announce the closing of our business combination as this marks a tremendous milestone creating the first NASDAQ
listed pure play esports organization. We look forward to sharing our current and future business plans with the public. Our goal
is to create significant shareholder value, further develop our brick to click model, and grow our entity as a leader in the esports
industry ".
About SMAAASH Entertainment Inc.:
SMAAASH Entertainment Inc. (NASDAQ:SMSH),
(f/k/a I-AM Capital Acquisition Company Co-Founded and led by CEO F. Jacob Cherian and CFO Suhel Kanuga), completed its transaction
with SMAAASH Entertainment Pvt. Ltd ("SMAAASH Private") on November 20, 2018. SMAAASH Private is a global entertainment
company offering interactive sports experiences and virtual reality gaming technology. Following the acquisition of Simplicity
Esports, Simplicity will continue to operate its business. Simplicity is an established brand in the esports industry with
an engaged fan base competing in popular games across different genres, including PUBG, Gears of War, Injustice 2 and NHL 19.
FORWARD-LOOKING STATEMENTS
This press release contains statements
that constitute "forward-looking statements,". Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's definitive
proxy statement filed with the SEC on September 19, 2018, as amended. Copies are available on the SEC's website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except
as required by law.
INVESTOR RELATIONS CONTACT:
SMAAASH Entertainment, Inc.
Roman Franklin
roman@SMAAASHinc.com
561-819-8586

text: SMAAASH Entertainment Inc.

text: Simplicity Esports

text:
SMAAASH
Entertainment Inc.

text: Simplicity Esports, LLC

text: SMAAASH Entertainment Inc.

text: SMAAASH Entertainment Inc.

text:
Simplicity
Esports


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
C O L E
COLE CREDIT PROPERTY TRUST II, INC.
November 29, 2005
Contact:
John H. Lotka, Chief Marketing Officer
602-778-8739
For Immediate Release:
Cole Credit Property Trust II, Inc. announces the acquisition of two properties located in
Missouri leased to Walgreens
On November 22, 2005, wholly-owned subsidiaries of the operating partnership of Cole Credit
Property Trust II, Inc. acquired (i) an approximately 15,030 square foot single-tenant retail
building on an approximately 2.40 acre site located in Olivette, Missouri and (ii) an approximately
13,973 square foot single-tenant retail building on an approximately 1.03 acre site located in
Columbia, Missouri. Each property is 100% leased to Walgreen Co. ("Walgreens") through the initial
lease terms, which expire on October 31, 2026 and June 30, 2022, respectively.
About Walgreens
Walgreens operates over 4,900 retail drugstores in 45 states and Puerto Rico. Walgreens has a
Standard & Poor's credit rating of "A+" and the company's stock is publicly traded on the New York
Stock Exchange under the ticker symbol "WAG".
About Cole Credit Property Trust II, Inc.
Cole Credit Property Trust II, Inc. is a Maryland corporation that intends to qualify as a real
estate investment trust beginning with the taxable year ending December 31, 2005. The investment
objectives of Cole Credit Property Trust II, Inc. are to provide current income, preservation and
return of capital and growth in the value of its investments.
This release may contain forward-looking statements relating to the business and financial outlook
of Cole Credit Property Trust II, Inc. that are based on our current expectations, estimates,
forecasts and projections and are not guarantees of future performance. Actual results may differ
materially from those expressed in these forward-looking statements and you should not place undue
reliance on any such statements. A number of important factors could cause actual results to differ
materially from the forward-looking statements contained in this release. Such factors include
those described in the Risk Factors sections of the prospectus for the offering of equity of Cole
Credit Property Trust II, Inc. Forward-looking statements in this document speak only as of the
date on which such statements were made and we undertake no obligation to update any such
statements that become untrue because of subsequent events. We claim the safe harbor protection for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
2555 E. Camelback Road, Suite 400
Phoenix, AZ 85016
602-778-8700

text: COLE CREDIT PROPERTY TRUST II, INC.

text: John H. Lotka

text: Cole Credit Property Trust II, Inc.

text:
Cole Credit
Property Trust II, Inc.

text: Cole Credit Property Trust II, Inc.

text: Cole Credit Property Trust II, Inc.

text: Cole Credit Property Trust II, Inc.

text: Cole Credit Property Trust II, Inc.

text:
Cole
Credit Property Trust II, Inc.


text:
EX-99.1
4
a18-13930_3ex99d1.htm
EX-99.1
Exhibit 99.1
For Immediate Release
GTCR and Sycamore Partners Complete Acquisition of CommerceHub
CHICAGO, NEW YORK, ALBANY - May 21, 2018 - Affiliates of GTCR and Sycamore Partners, two leading private equity firms, today announced the closing of the acquisition of CommerceHub, Inc. ("CommerceHub" or the "Company"), a leading distributed commerce network for retailers and brands.
"The closing of this transaction represents a new and exciting chapter
for CommerceHub", said Frank Poore, CommerceHub's Founder, President and CEO, who will continue in these roles. "GTCR and Sycamore Partners each bring deep industry expertise to help us to execute our vision for the future of retail. Together, we look forward to accelerating the development of CommerceHub's platform to transform how retailers and brands drive growth through ecommerce".
"CommerceHub benefits from a highly strategic position in ecommerce due to its differentiated platform that enables retailers' most critical growth strategies", said Mark Anderson, Managing Director of GTCR. "We are excited to build on CommerceHub's momentum and deliver on its vision for a platform and network to tie together all sources of demand, supply and delivery in global ecommerce".
"We are excited about this opportunity to build on CommerceHub's unique position as a valued strategic partner to leading retailers", said Stefan Kaluzny, Managing Director of Sycamore Partners. "We look forward to working with Frank and CommerceHub's talented team as we leverage the Company's leading platform to drive continued growth".
CommerceHub's stockholders approved the transaction on May 18, 2018.
With the completion of the transaction, CommerceHub's Series A and Series C common stock are no longer listed for trading on NASDAQ, effective today. In addition, CommerceHub's Series B common stock will no longer be quoted on the OTC Markets.
About CommerceHub
CommerceHub is a distributed commerce network connecting supply, demand and delivery that helps retailers and brands increase sales by expanding product assortments, promoting products on the channels that perform, and enabling rapid, on-time customer delivery. With its robust platform and proven scalability, CommerceHub helped over 11,500 retailers, brands, and distributors achieve an estimated $16 billion in Gross Merchandise Value in 2017.
About GTCR
Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the Growth Business Services, Technology, Media & Telecommunications, Healthcare and Financial Services & Technology industries. The Chicago-based firm pioneered The Leaders Strategy™ - finding and partnering with management leaders in core domains to identify, acquire and build market-leading companies through transformational
acquisitions and organic growth. Since its inception, GTCR has invested more than $15 billion in over 200 companies. For more information, please visit www.gtcr.com.
About Sycamore Partners
Sycamore Partners is a private equity firm based in New York specializing in consumer and retail investments. The firm has more than $3.5 billion in capital under management. The firm's strategy is to partner with management teams to improve the operating profitability and strategic value of their businesses. The firm's investment portfolio currently includes Belk, Coldwater Creek, CommerceHub, EMP Merchandising, Hot Topic, MGF Sourcing, NBG Home, Nine West Holdings, Staples, Inc., Staples' United States Retail Business, Staples' Canadian Retail Business, Talbots, The Limited and Torrid.
CommerceHub Media Contact
Erik Morton
emorton@commercehub.com
GTCR Media Contact
Eileen Rochford
(312) 953-3305
eileenr@theharbingergroup.com
Sycamore Partners Media Contact
Joele Frank, Wilkinson Brimmer Katcher
Michael Freitag or Arielle Rothstein
(212) 355-4449

label: fund

text: GTCR

text: Sycamore Partners

text: CommerceHub

text: GTCR

text: Sycamore Partners

text: CommerceHub, Inc.

text: CommerceHub

text: CommerceHub

text: CommerceHub

text: GTCR

text: Sycamore Partners

text: CommerceHub

text: CommerceHub

text: Mark Anderson

text: GTCR

text: CommerceHub

text: CommerceHub

text: Stefan Kaluzny

text: Sycamore Partners

text: CommerceHub

text: CommerceHub

text: CommerceHub

text: CommerceHub

text: CommerceHub

text: CommerceHub

text: CommerceHub

text: GTCR

text: GTCR

text: GTCR

text: Sycamore Partners

text: Sycamore Partners

text: CommerceHub

text: CommerceHub

text: GTCR

text: Sycamore Partners


text:
EX-99.2
5
a07-5321_1ex99d2.htm
PRESS RELEASE DATED FEBRUARY 22, 2007
Exhibit 99.2
News
Release
TC PipeLines, LP Closes Great Lakes Gas Transmission Acquisition
CALGARY,
Alberta - February 22, 2007 - (Nasdaq: TCLP) - TC PipeLines, LP (the
Partnership) today announced it
has closed the acquisition of a 46.45 per cent
interest in Great Lakes Gas Transmission Limited Partnership (Great Lakes) from
El Paso for approximately US$962 million, subject to certain closing
adjustments, including US$212 million of assumed debt.
"With
the acquisition of Great Lakes, the Partnership now has interests in more than
3,600 miles of federally regulated U.S. interstate natural gas pipelines delivering
to a diverse market base in the Western, Midwestern, and Northeastern U.S. as
well as Eastern Canada", said Russ Girling, chief executive officer of the
general partner, TC PipeLines GP, Inc. "As a result of the Partnership's acquisition
activity in the past year, we have significantly expanded the size of our asset
base and strengthened the Partnership".
The acquisition was partially financed
through a private placement of 17,356,086 common units at $34.57 per
common unit for gross proceeds of $600 million
announced on February
21, 2007. The placement closed concurrently with the acquisition. The common
units were sold to new and existing institutional accredited investors. The
Partnership financed the balance of the total consideration with a draw on its
$950 million senior debt credit facility announced on February 13, 2007.
Great
Lakes owns and operates a 2,115 mile interstate natural gas pipeline system
with a design capacity of 2.5 billion cubic feet per day. Extending from the
Minnesota-Manitoba border at Emerson to the Michigan-Ontario border at St.
Clair, Great Lakes provides a direct, cost-effective link between Western
Canada's abundant natural gas basin and major industrial and market centers in
Minnesota, Wisconsin, Michigan and eastern Canada.
TC
PipeLines, LP is a publicly traded limited partnership. With the close of the
acquisition of a 46.45 per cent interest in Great Lakes Gas Transmission Limited
Partnership, TC PipeLines, LP has interests in more than 3,600 miles of
federally regulated U.S. interstate natural gas pipelines including
1
Northern
Border Pipeline Company (50 per cent ownership) and Tuscarora Gas Transmission
Company (99 per cent owned or controlled). For more information about TC
PipeLines, LP, visit the Partnership's website at www.tcpipelineslp.com.
Cautionary Statement Regarding Forward-Looking
Information
This news release may include
forward-looking statements regarding future events and the future financial
performance of TC PipeLines, LP. Words such as "believes", "expects", "intends,"
"forecasts", "projects", and similar expressions identify forward-looking
statements. All forward-looking statements are based on the Partnership's
current beliefs as well as assumptions made by and information currently
available to the Partnership. These statements reflect the Partnership's
current views with respect to future events. The Partnership assumes no
obligation to update any such forward-looking statement to reflect events or
circumstances occurring after the date hereof. Important factors that could
cause actual results to materially differ from the Partnership's current
expectations include, regulatory decisions, particularly those of the Federal
Energy Regulatory Commission and the Securities and Exchange Commission, the
ability of Northern Border Pipeline to recontract its available capacity at
maximum rates, operational decisions of Northern Border Pipeline's operator, the
failure of a shipper on either one of the Partnership's pipelines to perform
its contractual obligations, cost of acquisitions, future demand for natural
gas, overcapacity in the industry, and other risks inherent in the
transportation of natural gas as discussed in the Partnership's filings with
the Securities and Exchange Commission, including the Partnership's Annual
Report on Form 10-K for the year ended December 31, 2005 and subsequent
quarterly reports on Form 10-Q.
- 30 -
Media Inquiries:
Shela Shapiro
(403) 920-7859
(800) 608-7859
Unitholder and
Analyst Inquiries:
Myles Dougan
(877) 290-2772
investor_relations@tcpipelineslp.com
2

text: TC PipeLines, LP

text: Great Lakes Gas Transmission

text: TC PipeLines, LP

text: Great Lakes

text: El Paso

text: Great Lakes

text: Russ Girling

text:
Great
Lakes

text: Great Lakes

text:
TC
PipeLines, LP

text: TC PipeLines, LP

text:
TC
PipeLines, LP

text: TC PipeLines, LP


text:
EX-99.1
3
v196707_ex99-1.htm
Unassociated Document
U.S.
Aerospace, Inc. Divests Unprofitable Non-Aerospace Business Unit
David
Duquette Resigns as Director and CEO
LOS
ANGELES--(BUSINESS WIRE)--U.S. Aerospace, Inc. (OTCBB: USAE), a U.S. aerospace
and defense contractor, announced that it has divested the Company's machine
tool manufacturing business unit, New Century Remanufacturing, Inc.
(NCR). David Duquette and Josef Czikmantori will remain with NCR, and
have resigned all positions with the Company.
"The
divesture of this unprofitable business unit is the next step in the
transformation of U.S. Aerospace, Inc. into a modern aerospace defense firm,
whose growth will be fueled by exploiting our own advanced engineering abilities
as well as the manufacturing capabilities and cost advantages of our
international partners", commented Randall D. Humphreys, Director and member of
the Company's Audit Committee. "Subject to contingencies we
anticipate booking an estimated gain of over $1 million this quarter as a result
of the sale, and more importantly will eliminate any drain on our financial
resources and senior management's focus on growing our aerospace
business."
Duquette
has resigned as CEO of U.S. Aerospace, Inc. and as a member on the Board of
Directors. Czikmantori has resigned as Secretary of the Company; he
had previously resigned from the Board. "We thank Messrs. Duquette
and Czikmantori for their service, and wish them the best of luck with NCR,"
said Humphreys.
About
U.S. Aerospace, Inc.
U.S.
Aerospace, Inc. is a publicly-traded aerospace and defense contractor based in
Southern California. The Company is an emerging world-class supplier on projects
for the Lockheed Martin Corporation (NYSE: LMT - News), L-3 Communications
Holdings, Inc. (NYSE: LLL - News), the Middle River Aircraft Systems subsidiary
of General Electric Company (NYSE: GE - News), and other aerospace companies,
commercial aircraft manufacturers and prime defense contractors. The Company
supplies aircraft assemblies, structural components and highly-engineered,
precision-machined details for commercial and military aircraft. The
Company has offices and production facilities in Rancho Cucamonga,
California.
For
further information please visit the Company's website at
http://www.USAerospace.com.
Forward
Looking Statements
Except
for statements of historical fact, the matters discussed above are forward
looking and made pursuant to the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
reflect numerous assumptions and involve a variety of risks and uncertainties,
many of which are beyond the Company's control, may cause actual results to
differ materially from stated expectations. These risk factors include, among
others, dependence on its key suppliers and international partners, limited
capital resources, intense competition, government regulation, complications and
risks related to bidding on government contracts, and difficulty in aerospace
product and parts manufacturing; as well as additional risks factors discussed
in the reports filed by the Company with the Securities and Exchange Commission,
which are available on its website at http://www.sec.gov. Except as
required by law, the Company undertakes no obligation to update any
information.
CONTACT:
U.S.
Aerospace, Inc.
Media and
Investor Relations
1-386-409-0200

text: Aerospace, Inc.

text: U.S. Aerospace, Inc.

text: New Century Remanufacturing, Inc.

text: U.S. Aerospace, Inc.

text: Randall D. Humphreys

text: U.S. Aerospace, Inc.

text: U.S. Aerospace, Inc.

text:
U.S.
Aerospace, Inc.

text: Lockheed Martin Corporation

text: General Electric Company

text:
U.S.
Aerospace, Inc.


text:
EX-99.1
2
v354236_ex99-1.htm
EXHIBIT 99.1
Contact:
Mark Thomson, CFO
(757) 766-4224
FOR IMMEDIATE RELEASE
Measurement Specialties Acquires Sensotherm
Hampton, VA, September 3, 2013 - Measurement
Specialties, Inc. (NASDAQ: MEAS), (the "Company"), a global designer and manufacturer of sensors and sensor-based systems,
announced today the completion of the acquisition of the capital stock of Sensotherm Temperatursensorik GmbH, a German limited
liability company and Secon Kft., a Hungarian limited liability company (together, "
Sensotherm")
a leader
in the design and manufacture of platinum (Pt) thin film RTD temperature sensors for €5.2 million or approximately $7.0 million.
The acquisition closed August 30
th
.
Frank Guidone, Company CEO commented, "Sensotherm, while
small, is quite strategic for our temperature group. Thin film Pt temperature sensors are the only meaningful temperature sensing
technology that we do not currently control in-house; this acquisition fills that gap. The integration of the Sensotherm operations
should generate ~$0.5 million in incremental annual synergy benefit for the Company. Once completed, we expect the transaction
to contribute over $1.7 million in annual EBITDA and approximately $4.4 million in annual sales".
Dr. Heinrich Zitzmann, co-founder and CEO of Sensotherm commented
"Given MEAS' global reach, capabilities and synergies, we expect the combination will allow us to dramatically accelerate
growth and drive operational efficiencies".
About Measurement Specialties
: Measurement
Specialties, Inc. (MEAS) designs and manufactures sensors and sensor-based systems to measure precise ranges of physical characteristics
such as pressure, temperature, position, force, vibration, humidity and photo optics. MEAS uses multiple advanced technologies
- piezo-resistive silicon sensors, application-specific integrated circuits, micro-electromechanical systems ("MEMS"),
piezoelectric polymers, foil strain gauges, force balance systems, fluid capacitive devices, linear and rotational variable differential
transformers, electromagnetic displacement sensors, hygroscopic capacitive sensors, ultrasonic sensors, optical sensors, negative
thermal coefficient ("NTC") ceramic sensors, mechanical resonators and submersible hydrostatic level sensors -
to engineer sensors that operate precisely and cost effectively.
About Sensotherm:
The Sensotherm Business is one of the largest producers of
platinum temperature sensors in thin film technology operating out of Nurenberg, Germany and Hungary.
Measurement
Specialties Inc.. 1000 Lucas Way. Hampton, VA 23666. www.meas-spec.com
This release includes forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as
amended. Forward looking statements may be identified by such words or phrases as "should", "intends",
" is subject to", "expects", "will", "continue", "anticipate", "estimated",
"projected", "may", " believe", "future prospects", or similar expressions.
Factors that might cause actual results to differ materially from the expected results described in or underlying our forward-looking
statements include: Conditions in the general economy, including risks associated with the current financial crisis and worldwide
economic conditions and reduced demand for products that incorporate our products; Competitive factors, such as price pressures
and the potential emergence of rival technologies; Compliance with export control laws and regulations; Fluctuations in foreign
currency exchange and interest rates; Interruptions of suppliers' operations or the refusal of our suppliers to provide us
with component materials, particularly in light of the current economic conditions and potential for suppliers to fail; Timely
development, market acceptance and warranty performance of new products; Changes in product mix, costs and yields; Uncertainties
related to doing business in Europe and China; Legislative initiatives, including tax legislation and other changes in the Company's
tax position; Legal proceedings; Compliance with debt covenants, including events beyond our control; Conditions in the credit
markets, including our ability to raise additional funds or refinance our existing credit facility; Adverse developments in the
automotive industry and other markets served by us; and risk factors listed from time to time in the reports we file with the SEC.
The Company from time-to-time considers acquiring or disposing of business or product lines. Forward-looking statements do
not include the impact of acquisitions or dispositions of assets, which could affect results in the near term. Actual results
may differ materially. The Company assumes no obligation to update the information in this release.
Company Contact: Mark Thomson, CFO, (757) 766-4224
*****End of Press Release*****
Measurement
Specialties Inc.. 1000 Lucas Way. Hampton, VA 23666. www.meas-spec.com

text: Mark Thomson

text: Measurement Specialties

text: Sensotherm

text:
Measurement
Specialties, Inc.

text: Sensotherm Temperatursensorik GmbH

text: Sensotherm

text: Sensotherm

text: Sensotherm

text: Heinrich Zitzmann

text: Sensotherm

text: Measurement Specialties

text:
Measurement
Specialties, Inc.

text: Sensotherm

text: Sensotherm

text: Mark Thomson


text:
EX-99.1
2
exhibit991.htm
EXHIBIT 99.1
Filed by OTC Filings Inc. - www.otcedgar.com - 1-866-832-FILE (3453) - CHUMA HOLDINGS, INC. - Exhibit 99.1
Chuma Consolidates Marijuana Compliance Leadership in California With Acquisition of PSA Inc.
November 21, 2014, Los Angeles California -Chuma Holdings, Inc. ("Chuma") (OTCBB: CHUM) is pleased to announce it has acquired Paul Shively & Associates Inc. ("PSA").
PSA is an industry leader in corporate compliance in the legal cannabis industry having worked with over 500 dispensaries and industry businesses. In the California medical marijuana field PSA brings seven years of expertise in the design, operation, compliance and required day-to-day mandates needed to run a legal collective, production and product company in the state.
Acquiring PSA provides Chuma the intellectual property Mr. Shively and his team have created over the last seven years. This intellectual property includes trade secrets and business best practices specific to the marijuana industry and critical to the execution of the Chuma business strategy.
"We are delighted to elevate our working relationship with Paul through the acquisition of his company. He brings twenty-six years of experience in corporate accountability and fiscal management for both public and private companies." said Mr. Kevin Wright, President of Chuma.
"We've had the benefit of Paul's expertise since we began our operations. He has served as a Director of Chuma and as a consultant to the company. Paul has proven the value of his contacts, databases, operational know-how, financial analysis tools and ongoing knowledge of the legal medical marijuana industry in California." continued Mr. Wright. "PSA is one of the most highly regarded service firms in Los Angeles. Our shared commitment to integrity, trust and teamwork will enhance our ability to provide quality services to our clients".
"Merging with Chuma allows us to retain our corporate service focus and engagement with our clients. Now we can provide them access to a suite of financing and operational services", said Mr. Shively. "We will grow faster together with a full service strategy. The legal medical marijuana industry is an incredibly opportunist market right now, and leveraging our services to take advantage of the window and increase our share of the market just makes sense".
About Chuma Holdings Inc.
Chuma and our wholly-owned subsidiaries provide turnkey financing and support solutions to the rapidly evolving and growing legal cannabis industry. We provide "seed to sale" key business services including financing, compliance consulting, dispensary solutions, banking and payment processing solutions, and marketing and sales consulting. Chuma's experienced team has over thirty-five years combined experience in the lawfully organized cannabis industry in California, and we are currently generating revenue from existing financing and service solutions. We are planning on expanding throughout California and bringing our array of services to each new state that legalizes the use of cannabis. For more information, please visit
www.chuma.us
.
1
Safe Harbor Statement
This release contains "forward-looking statements" that include information related to future events and future financial and operating performance. The words "may", "would", "will", "expect", "estimate", "can", "believe", "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: the ability of Chuma to secure appropriate funding to implement its business plan, the demand for Chuma's services, Chuma's ability to maintain customer and strategic business relationships, the regulation of legal cannabis on both state and federal levels, the impact of competitive products and pricing, growth in targeted markets, and other information that may be detailed from time-to- time in Chuma's filings with the United States Securities and Exchange Commission. Chuma undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact Information
Kevin Wright
President, Chuma
www.chuma.us
(702) 751-8455
2

text: CHUMA HOLDINGS, INC.

text: Chuma

text: PSA Inc.

text: Chuma Holdings, Inc.

text: Chuma

text: Paul Shively & Associates Inc.

text: Chuma

text: Chuma

text: Kevin Wright

text: Chuma

text: Chuma

text: Chuma

text: Chuma

text: Chuma

text: Chuma

text: Chuma

text: Chuma

text: Chuma

text: Chuma

text: Kevin Wright

text: Chuma


text:
EX-99.1
2
f2skays8k072721ex99_1.htm
Exhibit
99.1
Cannabis Company Kaya Holdings, Inc.
Sunstone Settlement Effective: Share Return Reduces Stock Float by 6.4%, Release of Lien Allows KAYS to Sell Warehouse Property for Cash
Influx of up to $0.10 per Share
Proceeds of Sale to be Used to Advance
U.S. and Overseas Projects and Strengthen Balance Sheet.
FT. LAUDERDALE, FL
/ ACCESSWIRE / July 28, 2021
Kaya Holdings, Inc.,
("KAYS" or the "Company") (OTCQB:KAYS),
the first U.S. publicly traded company
to hold and operate state-issued "touch-the-plant" licenses for the retail, cultivation and production of cannabis, announced
today that it had concluded a settlement with Sunstone Capital Partners, LLC, Sunstone Marketing Partners LLC and Bruce Burwick, the
principal of Sunstone and a director of Kays, regarding the failure to deliver to KAYS the Oregon Cannabis Production and Processing
Licenses that were part of a warehouse purchase transaction in August 2018.
Pursuant
to the terms of the settlement, Bruce Burwick surrendered to KAYS 1,006,671 shares of our common stock issued to him in connection with
the transaction (800,003 shares which were issued for the facility purchase, 166,667 shares which were issued for $250,000 in cash and
40,001 shares which were issued as annual compensation for Burwick serving as a director of KAYS). The shares have been submitted to
KAYS' transfer agent for cancellation. In addition, the Company received clear title to the warehouse facility, which enables the
Company to sell it without restriction.
As
part of the settlement, Burwick received $160,000 from the net proceeds of the sale of the facility's grow license to an unrelated
third party, resigned from the Company's board of directors and agreed to work as a non-exclusive consultant to the Company for
the next four years for a yearly fee of $35,000.00.
"Now
that the settlement has been concluded, we have engaged a seasoned commercial property broker to list the property", stated Craig
Frank, KAYS CEO. "We intend to use the proceeds of the sale to propel progress in our U.S., Israel and Greece, as well as improve
our balance sheet. Projects we plan to focus on include launching Kaya Harmony™ - Kaya Farms™ U.S.A., introducing a
number of consumer product brands, redesigning our Kaya Shack™ stores, launching CBD brands in Europe, and acquiring land in Israel
through an Israeli government tender program." "These steps", concluded Frank, "will position us to increase
revenues, lower our cost of goods, and allow KAYS to further implement our global expansion plan".
"I
am very pleased to assist with implementing the settlement and look forward to seeing the subject property sold and the funds received
by KAYS", commented W. David Jones, Senior Advisor to the Company. "If the Company completes a sale of the facility near
the targeted price of $1.625 million (which is supported by comparable industrial property sales of like properties in the area), we
would see a cash influx of up to $0.10 per share, while at the same time reducing the number of shares outstanding by 6.4%. This type
of negative-dilution, increased cash reserves event is highly unusual, and we would hope the Market will recognize it appropriately".
New Logo &
Website
In
addition to the foregoing, KAYS is pleased to announce the unveiling of its new corporate logo and launch of the new Kaya Holdings corporate
website (www.kayaholdings.com). The Company's
new logo and website provide an improved representation of our team, operations and global expansion plans, as well as an enhanced investor
portal.
The new Kaya Holdings
website (www.kayaholdings.com) has updated information on all of our projects,
including Kaya Harmony
(Kaya Farms Oregon), Kaya Shalvah (Kaya Farms Israel)
and Kaya Kannabis
(Kaya Farms Greece).
About Kaya Holdings, Inc.
Kaya Holdings, Inc. (OTCQB:KAYS)
is a veteran U.S cannabis company with the historical distinction of being the first U.S. publicly traded company to hold and operate
state issued, "touch-the-plant" licenses for the retail, cultivation and processing of cannabis.
Our operating philosophy is simple:
consistently provide high quality cannabis products at fair prices in a friendly and
convenient environment to a diverse group of customers.
Our strategic philosophy is patience:
as Steven Wright so accurately pointed out, "the early bird may get the worm,
but the second mouse gets the cheese". We started in 2014 as the industry's public pioneer and are pleased to have that distinction.
Relying on our tendency toward patience, we elected to take the time we needed to successfully navigate a transitioning, highly regulated,
massively hyped, growing and complex global industry, working toward establishing the fundamentals to support a global cannabis enterprise
at a reasonable and sustainable cost.
Our patience is paying off and we have launched our global effort, with initial projects
in Greece and Israel.
Our business philosophy is proactive:
while cultivating the right global opportunities built and mastered the essential cannabis
fundamentals including commercial scale cultivation and extraction/infusion, strong brands, exciting retail, distribution channels, and
access to technology.
Now that the time to grow has arrived, we are rapidly acting to secure strategic global positions, measured
capacity, penetrating distribution and qualitative/quantitative technology driven competitive advantages.
Important Disclosure
KAYS is planning execution of its stated business objectives in accordance with current understanding of state and local laws and federal
enforcement policies and priorities as it relates to marijuana. Potential investors and shareholders are cautioned that KAYS and MJAI
will obtain advice of counsel prior to actualizing any portion of their business plan (including but not limited to license applications
for the cultivation, distribution or sale of marijuana products, engaging in said activities or acquiring existing cannabis production/sales
operations). Advice of counsel with regard to specific activities of KAYS, federal, state or local legal action or changes in federal
government policy and/or state and local laws may adversely affect business operations and shareholder value.
Forward-Looking
Statements
This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe,"
"estimate", "project", "expect" or similar statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences
include, but are not limited to, acceptance of the Company's current and future products and services in the marketplace, the ability
of the Company to develop effective new products and receive regulatory approvals of such products, competitive factors, dependence upon
third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By
making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after
the date of this release.
For more information,
contact Investor Relations:
info@kayaholdings.com
or 561-210-7664.
SOURCE: Kaya
Holdings

text: Kaya Holdings, Inc.

text: Kaya Holdings, Inc.

text: Sunstone Capital Partners, LLC

override: organization

text: Sunstone Marketing Partners LLC

text: Kaya Holdings, Inc.

text: Kaya Holdings, Inc.


text:
EX-99.2
2
a11-1820_1ex99d2.htm
EX-99.2
Exhibit 99.2
News for Immediate Release
Contact:
David Hartung
Investor Relations
First Marblehead
800 Boylston Street, 34th FL
Boston, MA 02199
617.638.2065
FIRST MARBLEHEAD COMPLETES ACQUISITION OF TUITION MANAGEMENT SYSTEMS (TMS) FROM KEYBANK, N.A.
BOSTON, MA, January 3, 2011- The First Marblehead Corporation (NYSE: FMD) completed the acquisition of Tuition Management Systems (TMS) from KeyBank, N.A. on December 31, 2010. TMS is one of the nation's largest providers of outsourced tuition planning, billing, counseling, and payment technology services for colleges, universities, and elementary and secondary schools.
Tuition Management Systems operates in 47 states and serves over 1,200 school clients. In 2009, TMS processed approximately $3.7 billion in tuition and related payments from over 400,000 families. The business was founded by brothers Steven and Jon Dodd in 1985 and is headquartered in Warwick, Rhode Island.
"TMS brings to First Marblehead a stable, fee-based revenue stream derived from an outstanding business that complements our on-going effort to provide families and schools with market leading tools and products that improve access and affordability to education", said Daniel Meyers, First Marblehead Chairman and CEO.
Steven Dodd, President of TMS, said, "We are extremely excited to further enhance our products and expand our leadership position in the outsourced tuition payment plan payment business under the First Marblehead umbrella".
First Marblehead was advised by Sandler O'Neill + Partners, L.P. and KeyBank, N.A. was advised by UBS Securities LLC.
About The First Marblehead Corporation
- First Marblehead helps meet the need for education financing by offering national and regional financial institutions and educational institutions the Monogram(SM) platform, an integrated suite of design, implementation and credit risk management services for private label, customizable private education loan programs. First Marblehead supports responsible lending and is a strong proponent of the smart borrowing principle, which encourages students to access scholarships, grants and federally-guaranteed loans before considering private education loans; please see www.SmartBorrowing.org. For more information, go to www.firstmarblehead.com.
###
© The First Marblehead Corporation

text: First Marblehead

text: FIRST MARBLEHEAD

text: TUITION MANAGEMENT SYSTEMS

text: The First Marblehead Corporation

text: Tuition Management Systems

text: Tuition Management Systems

text: First Marblehead

text: First Marblehead

text: Steven Dodd

text: First Marblehead

text: Sandler O'Neill + Partners, L.P.

text: UBS Securities LLC

text: The First Marblehead Corporation

text: First Marblehead

text: First Marblehead

text: The First Marblehead Corporation


text:
EX-99.1
12
v300510_ex99-1.htm
EXHIBIT 99.1
·
EXCEL
CORP ANNOUNCES PURCHASE OF EFASHION SOLUTIONS, LLC SENIOR SECURED NOTE
·
Excel
Corp. Subsidiary raises equity of $1,050,000
New York, New York: January 26, 2012 -
Excel Corp. ("EXCC")
Excel Corp. today announced that it has acquired,
through its wholly-owned subsidiary, XLFashions, Inc. ("XL"), a $3.4mm principal amount senior secured Note and related
rights of eFashion Solutions, LLC ("eFashion") from its senior secured lender. The Note was acquired as a step to a
potential future transaction with eFashion.
In January 2012, Excel entered into a Term
Sheet with E Fashion detailing the terms of a potential transaction between eFashion and Excel. Ruby Azrak, CEO of Excel Corp.
and XL, is a fashion and licensing industry veteran that has assembled a group of successful fashion industry entrepreneurs. Mr.
Azrak expects his team to bring guidance and financial and management experience to eFashion in the event a transaction is consummated.
Any transaction with eFashion is contingent
upon the completion of a number of conditions, including the execution of a definitive binding agreement with eFashion, reorganization
of eFashion debt and equity and the completion and delivery by E Fashion of audited financial statements for fiscal 2010 and 2011.
About eFashion Solutions
eFashion Solutions, LLC was founded in 2000
to provide e-commerce and Flash sales capabilities as a service to branded fashion designers & manufacturers. The company has
invested in building a technical & logistical infrastructure coupled with workflow process and merchandising intelligence systems
focused to scaling the e-commerce operations of third party web stores and creating a unique marketing platform for driving incremental
sales to client's websites.
About Excel Corp.
Excel is a licensing company focused on bringing
national and international brands to the retail marketplace. The Company develops and acquires brands and enters into strategic
licenses and distribution agreements with partners who have the ability to develop, design, manufacture and distribute licensed
products.
Note: This news release
contains "forward-looking statements" within the meaning of the federal securities laws and is intended to qualify for
the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding
the Company's current and intended operations and restructuring plans. These plans and statements are based on management's estimates
and assumptions with respect to future events and are believed to be reasonable, though are inherently uncertain and difficult
to predict. Actual results could differ materially from those projected as a result of certain factors. The Company undertakes
no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
EXCEL CORP.
1384 Broadway
17
th
Floor
New York, NY 10018
Contact: Ruby Azrak, CEO
212-921-2000

text:
EXCEL
CORP

text: EFASHION SOLUTIONS, LLC

text:
Excel
Corp.

text: Excel Corp.

text: Excel Corp.

text: eFashion Solutions, LLC

text: Ruby Azrak

text: Excel Corp.

text: eFashion Solutions, LLC

text: Excel Corp.

text: EXCEL CORP.

text: Ruby Azrak


text:
EX-99.1
2
a09-26885_1ex99d1.htm
EX-99.1
Exhibit 99.1
Behringer
Harvard Acquires The Gallery at NoHo Commons,
a Multifamily Community in Los Angeles
DALLAS,
SEPTEMBER 21, 2009
- Behringer Harvard announced today that it has acquired The Gallery at NoHo
Commons, a 438-unit multifamily community situated on a 5.3-acre site at 5416
N. Fairview Avenue, which is adjacent to the North Hollywood Metro Station in
Los Angeles, California. The community is located in the heart of the NoHo Arts
District, a 743-acre redevelopment initiative supported by the City of Los
Angeles' Community Redevelopment Agency. This vibrant, live-work-play
environment appeals to young, sophisticated professionals.
Mark T. Alfieri, chief
operating officer of Behringer Harvard Multifamily REIT I, Inc., said, "The
Gallery at NoHo Commons is a high-quality, stabilized multifamily community
that is 88 percent occupied. We were attracted to this opportunity to acquire
an outstanding asset at a value well below replacement cost".
Constructed in 2007, the
community consists of five four-story residential buildings with amenities
including a resort-style swimming pool and spa in a landscaped plaza, a
state-of-the-art fitness center, a business center, a social lounge and a
recording studio. Two five-story parking garages provide a total of 778 spaces.
The property is less than
two miles from major employers in the media and entertainment industries
including Warner Brothers, Universal, Disney, NBC, ABC and CBS. In addition to
the Metro Station, residents of The Gallery at NoHo Commons enjoy proximity to
both the Hollywood (170) and the Ventura (101) freeways, which provide easy
access to Downtown Los Angeles, the San Diego (405) Freeway, West Los Angeles
and the beach communities.
Including
this most recent investment, the portfolio of Behringer Harvard Multifamily
REIT I, Inc. includes investments in 14 multifamily communities in eight
states representing 4,321 multifamily units.
About
Behringer Harvard
Behringer
Harvard is a commercial real estate company investing in assets domestically
and internationally. The company creates and manages strategic real estate fund
opportunities across a wide spectrum of investment styles for retail investors,
as well as domestic and international institutions, through its real estate
investment trusts, partnerships, joint ventures, and proprietary program
structures. For more information, call toll-free 866.655.3600 or visit
behringerharvard.com.
This
release contains forward-looking statements relating to the business and
financial outlook of Behringer Harvard Multifamily REIT I, Inc. that are
based on our current expectations, estimates, forecasts and projections and are
not guarantees of future performance. Actual results may differ materially from
those expressed in these forward-looking statements, and you should not place
undue reliance on any such statements. A number of important factors could
cause actual results to differ materially from the forward-looking statements
contained in this release. Such factors include those described in the Risk
Factors sections of the offering documents for the offering of shares of
Behringer Harvard Multifamily REIT I, Inc. Forward-looking statements in
this document speak only as of the date on which such statements were made, and
we undertake no obligation to update any such statements that may become untrue
because of subsequent events. We claim the safe harbor protection for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
Katie Myers
Richards Partners
katie_myers@richards.com
214.891.5842
Jason Mattox
Chief Administrative
Officer
Behringer Harvard
jmattox@behringerharvard.com
866.655.3600
Barbara Marler
Behringer Harvard
bmarler@behringerharvard.com
469.341.2312
# # #

text:
Behringer
Harvard

text: Behringer Harvard

text: Mark T. Alfieri

text: Behringer Harvard

text: Behringer Harvard

text: Behringer Harvard

text:
Behringer
Harvard

text: Behringer Harvard

text: Behringer Harvard

text: Behringer Harvard

text: Behringer Harvard


text:
EX-99.1
2
brazildisppressrelease.htm
BRAZIL DISPOSAL PRESS RELEASE
brazildisppressrelease.htm
Exhibit 99.1
News Release
For Immediate Release
For Further Information Contact:
April 28, 2010
George Lancaster, Hines
713/966-7676
George_lancaster@hines.com
HINES REIT SELLS THREE PROPERTIES IN BRAZIL
(HOUSTON) - Hines, the international real estate firm, announced today that Hines Real Estate Investment Trust, Inc. (Hines REIT) recently completed the sales of three Brazilian industrial properties - Distribution Park Araucaria, Distribution Park Elouveira and Distribution Park Vinhedo - to BR Properties SA of Brazil. Hines REIT acquired these assets in December 2008 for approximately $116.2 million USD and sold them for $127.9 million USD, after transaction costs and local taxes. Hines is the sponsor Hines REIT, and is responsible for the acquisition, disposition, management and leasing of the majority of its assets.
"These were great assets that delivered strong returns to the Hines REIT shareholders and the large movements in the foreign exchange markets presented us with the opportunity to realize an attractive profit in both returns of capital and also currency exchange gains due to the strengthening of the Brazilian Real", said Charles Hazen, president and CEO of Hines REIT.
Distribution Park Araucaria is a Class A industrial park located in Araucaria, an industrial district of Greater Curitiba. The 459,587-square-foot single-story build-to-suit warehouse was developed in 2006. Distribution Park Elouveira and Distribution Park Vinhedo are Class A industrial parks located in Louveira, an excellent logistics location near São Paulo. These facilities contain approximately 1.1 million square feet in the aggregate and were developed between 2006 and 2008. These properties are fully leased to DHL, which provides logistics services to Kraft, Hewlett-Packard, Nike and Samsung.
Hines REIT is a Houston-based public, non-traded real estate investment trust sponsored by Hines. Hines REIT commenced operations in November 2004 and primarily invests in institutional-quality office properties located in the United States. After these dispositions, Hines REIT currently owns interests in 60 properties, two of which are located outside of the United States. For additional information about Hines REIT, please see
www.hinesrei.com
.
Hines is a fully integrated real estate investment and management firm that has been investing in real estate and providing acquisition, development, financing, property management, leasing and disposition services for over 50 years. With offices in 65 cities in the United States and in 16 foreign countries around the world, and controlled assets valued at approximately $22.2 billion, Hines is one of the largest real estate organizations in the world. Access
www.hines.com
for more information on Hines.

text: HINES REIT

text: Hines REIT

text: BR Properties SA

text: Hines REIT

text: Hines REIT

text: Hines REIT

text: Charles Hazen

text: Hines REIT

text: Hines REIT

text: Hines REIT

text: Hines REIT

text: Hines REIT


text:
EX-99.2
4
d256311dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
FOR IMMEDIATE RELEASE
j2 Global, Inc.'s Ziff
Davis Completes Acquisition Of Everyday Health
NEW YORK, December 5, 2016
- j2 Global, Inc. (NASDAQ: JCOM) and its subsidiary, Ziff
Davis, LLC, today announced the completion of its acquisition of Everyday Health, Inc. (NYSE: EVDY) ("Everyday Health"). Following the completion of its successful tender offer to purchase all outstanding Everyday Health shares for $10.50
per share in cash, Ziff Davis acquired all remaining Everyday Health shares through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.
At the effective time of the merger, all remaining shares of Everyday Health common stock not tendered into the tender offer and not owned by Ziff Davis were
converted into the right to receive $10.50 in cash, which is the same price that was paid in the tender offer. As a result of the transaction, Everyday Health has become a wholly owned subsidiary of Ziff Davis.
The transaction brings together two leading digital media companies with complementary visions and platforms to engage and monetize audiences. The combined
company will be well-positioned to deliver compelling benefits to customers with content that connects, informs and empowers audiences. Ziff Davis maintains leading positions in the technology, gaming and men's lifestyle verticals with strong
and well-established brands. Everyday Health adds a new vertical and set of market-leading trusted health properties to the portfolio while diversifying the company's audience mix.
Together, the two companies over the last twelve months generated $522 million of revenue. The combined company in September reached over 86 million
individuals according to comScore, representing one-third of the US Internet population, with leading brands such as Everyday Health, WhatToExpect, IGN, PCMag and Speedtest.
"We are very pleased to add Everyday Health to our Ziff Davis portfolio and welcome Everyday Health's customers, team, partners, technology and
business to j2", said Hemi Zucker, Chief Executive Officer of j2.
Vivek Shah, Chief Executive Officer of Ziff Davis, commented, "The
combination of our audiences, brands and employees at Everyday Health and Ziff Davis makes us an even more compelling and dynamic digital media company in the marketplace. Our scale, reach and capabilities across some of the most valued Internet
verticals create a modern, powerful platform for our marketing partners".
j2 Global and Ziff Davis invite the public, members of the press, the
financial community, stockholders and other interested parties to listen to a live Webcast today at 5:00 p.m. E.T. to discuss this transaction. Materials presented during the Webcast will be posted on j2's website at j2global.com in advance of
the Webcast under the tab "Investors".
Hemi Zucker, chief executive officer of j2, Scott Turicchi, president and chief financial officer of j2
and Vivek Shah, chief executive officer of Ziff Davis, will host the call.
What: j2 Global, Inc. and Ziff Davis, LLC Conference Call
When: 5PM EST, December 5th, 2016
Where: www.j2global.com
or dial in at 877-407-8029
Webcast link: http://edge.media-server.com/m/p/5iybzxu8
Information About Forward-Looking Statements
This document contains forward-looking statements. These statements are based on j2's estimates and assumptions and are subject to risks and
uncertainties. Forward-looking statements include the information concerning j2's possible or assumed future results of operations and the transactions contemplated by the merger agreement. Forward-looking statements also include those preceded
or followed by the words "anticipates", "believes", "estimates", "hopes" or similar expressions. j2's actual results may differ materially from those anticipated in these forward-looking statements as a
result of many factors, including but not limited to the risk that the acquisition will not close when expected or at all; the risk that Ziff Davis' business and/or Everyday Health's business will be adversely impacted during the pendency
of or following the acquisition and the risk that the operations of the two companies will not be integrated successfully. For a further list and description of these and other important risks and uncertainties that may affect j2's future
operations, see Part II, Item 1A - "Risk Factors" of the Quarterly Reports on Form 10-Q (if any) j2 has filed or will file hereafter and in Part I, Item 1A - "Risk Factors" in our Annual Report on Form 10-K for the year
ended December 31, 2015 (together, the "Risk Factors"), and the factors discussed in the sections in j2's Quarterly Reports on Form 10-Q entitled "Quantitative and Qualitative Disclosures About Market Risk." Readers are
cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. j2 undertakes no obligation to revise or publicly release the results of any revision to these
forward-looking statements. Readers should carefully review the Risk Factors and the risk factors set forth in other documents j2 files from time to time with the United States Securities and Exchange Commission (the "SEC").
About Ziff Davis, LLC
Ziff Davis, a subsidiary of j2
Global, Inc., is a leading global digital-media company operating in the technology, gaming, entertainment and lifestyle verticals. Its brands - IGN, PCMag, AskMen, Speedtest, Offers, ExtremeTech, Geek, Toolbox, TechBargains, emedia and
Salesify - produce and distribute premium content across multiple platforms and devices. It delivers advertising, performance marketing and licensing solutions to thousands of clients worldwide.
About j2 Global
j2 Global, Inc. provides Internet
services through two divisions: Business Cloud Services and Digital Media. The Business Cloud Services Division offers Internet fax, virtual phone, hosted email, email marketing, online backup, unified communications and CRM solutions. It markets
its services principally under the brand names eFax®, eVoice®, FuseMail®, Campaigner®, KeepItSafe®, Livedrive®, Onebox®, and LiveVault®, and operates a messaging network spanning 50 countries on six continents. The
Digital Media Division offers technology, gaming and lifestyle content through its digital properties, which include IGN, PCMag, AskMen, Speedtest, Offers, ExtremeTech, Geek, Toolbox, TechBargains, emedia and Salesify. As of December 31, 2015,
j2 had achieved 20 consecutive fiscal years of revenue growth. For more information about j2, please visit www.j2global.com.
About Everyday Health, Inc.
Everyday Health, Inc. is a leading provider of digital health marketing and communications solutions. Everyday Health attracts a large and engaged audience of
consumers and healthcare professionals to its premier health and wellness properties, and utilizes its data and analytics expertise to deliver highly personalized content experiences and efficient and effective marketing and engagement solutions.
Everyday Health enables consumers to manage their daily health and wellness needs, healthcare professionals to stay informed and make better decisions for their patients, and marketers, health payers and providers to communicate and engage with
consumers and healthcare professionals to drive better health outcomes. Everyday Health's content and solutions are delivered through multiple channels, including desktop, mobile web, and mobile phone and tablet applications, as well as video
and social media.
For further information, please contact:
j2Global:
j2 Global, Inc.
Laura Hinson, 800-577-1790
press@j2.com

text: j2 Global, Inc.

text:
Ziff
Davis

text:
Everyday Health
NEW YORK

text: j2 Global, Inc.

text:
Ziff
Davis, LLC

text: Everyday Health, Inc.

text: Everyday Health

text: Everyday Health

text: Ziff Davis

text: Everyday Health

text: Everyday Health

text: Ziff Davis

text: Everyday Health

text: Ziff Davis

text: Ziff Davis

text: Everyday Health

text: Everyday Health

text: Everyday Health

text: Ziff Davis

text: Everyday Health

text: Hemi Zucker

text: Vivek Shah

text: Ziff Davis

text: Everyday Health

text: Ziff Davis

text: Ziff Davis

text: Hemi Zucker

text: Scott Turicchi

text: Vivek Shah

text: Ziff Davis

text: j2 Global, Inc.

text: Ziff Davis, LLC

text: Ziff Davis

text: Everyday Health

text: Ziff Davis, LLC

text: Ziff Davis

text:
j2
Global, Inc.

text: j2 Global, Inc.

text: Everyday Health, Inc.

text: Everyday Health, Inc.

text: Everyday Health

text: Everyday Health

text: Everyday Health

text: j2 Global, Inc.


text:
EX-99.1
3
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
EXHIBIT 99.1
Investor Relations Contact:
Ed McGregor, Director of Investor Relations
Sigma Designs, Inc.
Tel: (646) 259-2999
IR@sigmadesigns.com
For Immediate Release
Sigma Completes Acquisition of Trident's Digital TV Business Unit and Appoints new General Manager
Strategic Acquisition complements existing set-top box business while creating substantial leverage for developing all forms of intelligent media devices
MILPITAS, CA., MAY 4, 2012 - Sigma Designs®, Inc. (NASDAQ: SIGM), a leading provider of connected media platforms, today announced that it has completed its asset purchase of Trident Microsystems' Digital Television (DTV) Business. The acquisition includes Trident's complete digital TV product portfolio, including its digital TV SoC (system-on-chip), frame-rate-conversion (FRC), and extensive SmartTV software suite, as well as some legacy analog TV products. The acquisition includes these products, intellectual property licenses, software and leased facilities.
"This transaction adds tremendous potential to Sigma's business, enabling us to leverage our core investments of media streaming, connectivity and software platforms towards penetration of all types of intelligent media devices, including SmartTVs", said Thinh Tran, chairman and CEO of Sigma Designs. "The acquisition expands our total addressable market, provides us with complementary intellectual property and establishes an immediate position in the SmartTV market. We believe this SmartTV business, together with our existing set-top box and connected media player businesses, positions Sigma as a full-breadth SoC platform provider for world-class consumer electronics manufacturers".
Moving forward, Sigma has established a Digital TV business unit based around the Trident acquisition and has appointed Mustafa Ozgen as its Vice President and General Manager in charge. Mr. Ozgen will be responsible for directing the definition and development of all SmartTV SoC solutions, including management of the worldwide resources assigned to this business unit as well as driving synergies with the existing media processor group.
Mr. Ozgen has spent the last 15 years in the digital television semiconductor industry in engineering management and executive positions. Most recently, Mr. Ozgen served as the Vice President of Home Entertainment Products at CSR Technology, a UK-based provider of consumer electronics solutions that acquired Zoran. For the previous eight years, Mr. Ozgen worked at Zoran, where he was most recently their Vice President and General Manager of the TV Business Unit, a part of their $450 million business where he managed 360 employees in the US, France, China, Taiwan, Serbia, Russia and India. Prior to this, Mr. Ozgen worked in engineering and management positions at Oak Technology, TeraLogic and Wind River Systems.
"I am excited to work with the team at Sigma Designs to develop a DTV division, mapping to the long-term strategy of the organization to become the industry's leading provider of advanced SoC solutions for converged media platforms", said Mustafa Ozgen, Vice President and General Manager DTV Business Unit, Sigma Designs. "With Sigma's long history in media processors, set-top boxes, connectivity and home control, DTV is a logical step for the organization".
In connection with the Trident transaction, approximately 320 global employees will become part of Sigma Designs. The transaction, originally announced on March 19, 2012, closed effective as of May 4, 2012. As a result of the acquisition, Sigma's results for its second quarter of fiscal year 2013, which will end on July 28, 2012, will include approximately 12 weeks of Trident STB business activity. Total cash paid for the DTV assets consisted of $21.0 million plus additional cash consideration as a result of the closing current asset balance of the DTV Business, which exceeded a target current asset amount. The current asset adjustment resulted in an additional cash payment of $21.2 million by Sigma, and the receipt by Sigma of $19.5 million of inventory at various stages of completion, $13.4 million of accounts receivable, $5.5 million of equipment and various assets, $2.1 million of prepaid expenses and $1.7 million of development projects in process. Sigma management will provide more detailed information about the combined company's outlook during its next regularly scheduled earnings announcement for its first fiscal quarter. At that time, the Company will review its quarterly results and provide financial guidance for the second quarter of fiscal 2013, including the impact of the Trident Digital TV acquisition.
Forward-Looking Statements
This press release contains 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, including statements regarding anticipated benefits of Sigma's acquisition of the DTV Business from Trident Microsystems. Actual results may vary materially due to a number of factors including, but not limited to, the risk that Sigma's efforts to operate the DTV Business will not be successful and that Sigma may be required to invest substantially more in the DTV business than presently anticipated, the risks and management distraction associated with integrating a business that has significant international operations, new customers and new technology, risks that Sigma's systems and infrastructure may not be adequate to effect a rapid and orderly transition of the business and transferred employees from Trident to Sigma; risks associated with entering into a new business; technology risks; competition; the risk that the market for DTV solutions may not develop as Sigma anticipates, and risks associated with Sigma's ability to deploy and achieve market acceptance for DTV products. Additional risk factors are detailed from time to time in Sigma's SEC reports, including Sigma's annual report on Form 10-K as filed March 29, 2012. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Sigma undertakes no obligation to publicly release or otherwise disclose the result of any revision to these forward-looking statements that may be made as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
About
Sigma
Designs, Inc.
Sigma Designs, Inc. (NASDAQ: SIGM) is a world leader in connected media platforms. The company designs and builds the essential semiconductor technologies that serve as the foundation for the world's leading IPTV set-top boxes, connected media players, residential gateways, home control systems and more. For more information about Sigma
Designs, please visit
www.sigmadesigns.com
.
Sigma Designs and the Sigma Designs logo are either registered trademarks or trademarks of Sigma Designs, Inc. and its subsidiaries in the United States and other countries. All other trademarks mentioned herein are believed to be trademarks of their respective owners.
####

text: Sigma

text: Trident's Digital TV Business Unit

text: Sigma Designs®, Inc.

text: Sigma

text: Thinh Tran

text: Sigma

text: Sigma

text: Mustafa Ozgen

text: Mustafa Ozgen

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma

text: Sigma


text:
EX-99.1
3
exhibit99-1_13643.txt
PRESS RELEASE DATED JUNE 27, 2005
SEMOTUS SOLUTIONS COMPLETES CLICKMARKS ACQUISITION
ACQUISITION INCREASES REVENUE AND ACCELERATES DRIVE TO PROFITABILITY
LOS GATOS, CA. -- (PrimeZone Media) -- June 27, 2005, 7:00 AM EST -- Semotus
Solutions Inc. (AMEX: DLK), a pioneer of wireless enterprise software, today
announced that its acquisition of Clickmarks Inc., an integration and
mobilization software company, has been completed. The boards of both companies
and the shareholders of Clickmarks have approved the transaction. Semotus
acquired 100% of the issued and outstanding capital stock of Clickmarks, Inc.
for 4,107,982 shares of common stock. The stock-for-stock purchase brings to
Semotus pioneering technology, a reliable revenue stream, and a significant
customer base.
Clickmarks technology enables the on-demand enterprise by non-invasively
leveraging existing IT investments to deliver workflow automation, portal
integration, and mobilization solutions. Clickmarks' patented Presentation Level
Integration (PLI) technology enables rapid creation of composite applications
and web services out of existing backend systems, which may be delivered via
web, portal, and mobile front-ends. Customers of its pioneering integration
technology and solutions include Vodafone, Unisys, Sun Microsystems, Verizon
Wireless, US Geological, City/County of San Francisco, and NTT Docomo.
"Clickmarks is an excellent fit with our Wireless Enterprise offerings, giving
us a versatile mobile middleware with backend integration as well as a growing
revenue stream and a strong customer base. Clickmarks has leveraged $27 Million
of invested capital into an elegant software platform with a Fortune 1000
customer base", said Anthony N. LaPine, Semotus Solutions' Chairman and CEO. "In
addition to Clickmarks' clear fit with our organization, business strategy, and
product line, the Company also brings a strong management team of MIT alumni who
will significantly strengthen the executive staff at Semotus".
Mr. LaPine further stated, "Our combined revenues last fiscal year would have
been in excess of $3.6 Million or double Semotus' revenue of about $1.8 Million
with a neutral effect on our bottom line. The future efficiencies derived from
combining the two companies will have positive implications for future
profitability. The acquisition of Clickmarks should prove very accretive to
shareholders since Semotus has purchased a company of about equal revenues while
keeping shareholder dilution to less than 20%. This acquisition will also
increase shareholder equity on our Balance Sheet by over 50%. The addition of
Clickmarks and its talented management team should accelerate our drive to
profitability and deliver increased shareholder value to the owners of our
stock."
"Clickmarks is delighted to be acquired by an established Wireless technology
company such as Semotus Solutions", said Umair Khan, Chairman and CEO of
Clickmarks. "Acquisition by a public company and an early entrant in the
pervasive enterprise space is genuine validation of the value of our products
and solutions. We can now begin to realize the true potential of this
combination and deliver on our mutual vision of enabling the on-demand
enterprise".
As part of the acquisition, Clickmarks' two MIT trained co-founders, Umair Khan
and Christine Odero, and the rest of the Clickmarks team, Sudhir Kulkarni, Adnan
Lawai, Fawad Quadri, Vladimir Soskov, Jitendra Balkundi and Lqbal Singh will
join Semotus. As a hiring and retention incentive, in lieu of issuing stock
options under the Company's stock option plan, Semotus issued warrants to this
group of employees to purchase up to a maximum total of 1,000,000 shares of
Semotus common stock at an exercise price of $0.39 per share, the closing price
of Semotus' stock on June 23rd, the date the acquisition closed and their date
of hire, vesting over a one year period and having a ten year term. Semotus will
also issue up to a maximum total of 200,000 shares of restricted common stock to
some of these Clickmarks' employees, at or before their annual anniversary with
Semotus.
ABOUT SEMOTUS SOLUTIONS - THE WIRELESS ARCHITECTS(SM)
Founded in 1993, Semotus Solutions (AMEX:DLK) is the premier provider of
software for the mobile enterprise, connecting employees to critical business
systems, information and processes. Semotus has a Fortune 1000 installed
customer base and more than 600 corporate clients including Lockheed Martin,
Blue Cross Blue Shield, Coca-Cola, Hewlett Packard, Nextel Communications, JP
Morgan-Chase, and The United Nations. Semotus Solutions' software provides
mobility, convenience, efficiency and profitability in the areas of workforce
automation, finance, healthcare, and m-commerce. www.semotus.com;
www.hiplinkxs.com
SEMOTUS SOLUTIONS MEDIA CONTACT
DONALD MEYER
MARKETING MANAGER
(408) 358-7003
dmeyer@semotus.com
SEMOTUS SOLUTIONS INVESTOR RELATIONS CONTACT
TALI DURANT
CORPORATE COUNSEL
(408) 358-7100
tdurant@semotus.com
####
This press release contains forward-looking statements, which are made pursuant
to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of
1995. Words such as "intends", "believes" and similar expressions reflecting
something other than historical fact are intended to identify forward-looking
statements, but are not the exclusive means of identifying such statements.
These forward-looking statements involve a number of risks and uncertainties,
including the timely development and market acceptance of products and
technologies, successful integration of acquisitions, the ability to secure
additional sources of finance, the ability to reduce operating expenses, and
other factors described in the Company's filings with the Securities and
Exchange Commission. The actual results that the Company achieves may differ
materially from any forward-looking statement due to such risks and
uncertainties. The Company undertakes no obligation to revise or update any
forward-looking statements in order to reflect events or circumstances that may
arise after the date of this release.

text: SEMOTUS SOLUTIONS

text: CLICKMARKS

text:
Semotus
Solutions Inc.

text: Clickmarks Inc.

text: Clickmarks

text: Semotus

text: Clickmarks, Inc.

text: Semotus

text: Clickmarks

text: Clickmarks

text: Clickmarks

text: Clickmarks

text: Semotus Solutions

text: Clickmarks

text: Semotus

text: Semotus

text: Clickmarks

text: Semotus

text: Clickmarks

text: Clickmarks

text: Semotus Solutions

text: Umair Khan

text: Clickmarks

text: Clickmarks

text: Umair Khan

text: Clickmarks

text: Semotus

text: Semotus

text: Semotus

text: Semotus

text: Semotus

text: Clickmarks

text: Semotus

text: SEMOTUS SOLUTIONS

text: Semotus Solutions

text: Semotus

text: Semotus Solutions

text: SEMOTUS SOLUTIONS

text: SEMOTUS SOLUTIONS