text:
EX-99.1
2
srcl-ex991_6.htm
EX-99.1
srcl-ex991_6.htm
Exhibit 99.1
Contact:
Stericycle Investor Relations
847-607-2012
Stericycle Completes Divestiture of its Domestic
Environmental Solutions Business
BANNOCKBURN, Ill., April 6, 2020 - Stericycle, Inc. (Nasdaq: SRCL) today announced that it has completed the previously reported divestiture of the Domestic Environmental Solutions business, excluding the healthcare customer and unused consumer pharmaceutical take-back services, to Harsco Corporation (NYSE: HSC) for approximately $462.5 million in cash.
"The sale of the Domestic Environmental Solutions business is the sixth divestiture we have completed over the last 15 months and demonstrates important progress in our transformation as we focus on our core business, reduce debt, enhance our balance sheet flexibility, and drive long-term shareholder value", said Cindy J. Miller, Chief Executive Officer of Stericycle.
Following the transaction, Stericycle will continue to offer solutions for unused consumer pharmaceutical take-back and provide hazardous waste services to healthcare customers as an integrated services provider. Stericycle has subcontracted with Harsco to perform hazardous waste services, including collection, transportation and disposal as necessary. The transaction will not impact the operations of Stericycle's regulated medical waste and secure information destruction businesses. Stericycle intends to use net proceeds from the divestiture to pay down outstanding debt.
Stifel acted as the financial advisor to Stericycle with respect to the transaction to sell the Domestic Environmental Solutions business and Latham & Watkins LLP acted as legal advisor. Bank of America Securities also provides financial advice to Stericycle.
ABOUT STERICYCLE
Stericycle, Inc., (Nasdaq: SRCL) is a U.S.-based business-to-business services company and leading provider of compliance-based solutions that protect people and brands, promote health and safeguard the environment. Stericycle serves more than one million customers in all 50 U.S. states and 18 countries worldwide with solutions for regulated waste management, secure information destruction, compliance, customer contact, and brand protection. For more information about Stericycle, please visit
www.stericycle.com
.
ABOUT HARSCO
Harsco Corporation is a global provider of environmental solutions for industrial waste streams and innovative technologies for the rail sector. Based in Camp Hill, PA, the 11,000-employee company
operates in more than 30 countries. Harsco's common stock is a component of the S&P SmallCap 600 Index and the Russell 2000 Index. Additional information can be found at www.harsco.com.
Forward Looking Statements
This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. When we use words such as "believes", "expects", "anticipates", "estimates" "may", "plan", "will", "goal" or similar expressions, we are making forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our management about future events and are therefore subject to risks and uncertainties, which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Factors that could cause such differences include, among others, developments in the COVID-19 pandemic and the resulting impact on the results of operations, SOP pricing volatility, foreign exchange rate volatility in the jurisdictions in which we operate, the volume and size of any recall events, changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information, the level of government enforcement of regulations governing regulated waste collection and treatment or the proper handling and protection of personal and confidential information, decreases in the volume of regulated wastes or personal and confidential information collected from customers, the ability to implement our ERP system, charges related to portfolio rationalization or the failure of divestitures to achieve the desired results, failure to consummate transactions with respect to non-core businesses, including the risk that the Domestic Environmental Solutions transaction described in our Current Report on Form 8-K dated February 7, 2020, may not be completed in a timely manner or at all, the failure to satisfy the conditions to the consummation of the transaction, including the receipt of certain governmental and regulatory approvals, the effect of the announcement or pendency of the Domestic Environmental Solutions transaction on Stericycle's business relationships, operating results and business generally and risks relating to diverting management's attention from Stericycle's ongoing business operations, the obligations to service substantial indebtedness and comply with the covenants and restrictions contained in our credit agreements and notes, a downgrade in our credit rating resulting in an increase in interest expense, political, economic, inflationary and other risks related to our foreign operations, the outcome of pending or future litigation or investigations including with respect to the U.S. Foreign Corrupt Practices Act, changing market conditions in the healthcare industry, competition and demand for services in the regulated waste and secure information destruction industries, failure to maintain an effective system of internal control over financial reporting, delays or failures in implementing remediation efforts with respect to existing or future material weaknesses, disruptions in or attacks on information technology systems, as well as other factors described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q. As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. We disclaim any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.

text: Stericycle

text: Stericycle

text: Stericycle, Inc.

text: Harsco Corporation

text: Cindy J. Miller

text: Stericycle

text: Stericycle

text: Stericycle

text: Stericycle

text: Stericycle

text: Stifel

text: Stericycle

text: Latham & Watkins LLP

text: Bank of America Securities

text: Stericycle

text: STERICYCLE

text: Stericycle, Inc.

text: Stericycle

text: Stericycle

text: Harsco Corporation

text: Stericycle

text: Stericycle


dataset: buster

text:
EX-99.1
3
pressrelease113012.htm
PRESS RELEASE ANNOUNCING CLOSING OF UOS ACQUISITION
pressrelease113012.htm
INTERNATIONAL SHIPHOLDING CORPORATION ANNOUNCES
CLOSING OF UNITED OCEAN SERVICES ACQUISITION
Mobile, Alabama,
November 30, 2012 - International Shipholding Corporation (NYSE: ISH) announced today the successful closing of the previously announced acquisition of U.S. United Ocean Services, LLC ("UOS"), a provider of marine transportation services for dry bulk and break-bulk commodities in the United States. The acquisition was completed for a total purchase price of $111 million cash and is expected to be immediately accretive to earnings and operating cash flow.
With the addition of UOS, which operates two handysize bulkers and four tug/barge units, ISH has a leading position in the U.S. Jones Act dry bulk market with total capacity of 197,000 dead weight tons. The UOS fleet operates on long-term contracts with longstanding customers. This acquisition provides ISH with a more diverse product offering and improved operating efficiencies and is expected to increase the Company's contracted revenue stream to approximately 68% of total revenue in 2013.
Mr. Niels M. Johnsen, ISH's Chairman and Chief Executive Officer, stated, "With the closing of the UOS acquisition, we have strengthened our presence as a leader in the U.S. Jones Act dry bulk market. This acquisition complements our proven growth strategy providing value to our shareholders by operating in niche markets on medium to long-term contracts with quality counterparties".
DNB Markets, Inc. acted as exclusive financial advisor to ISH.
About International Shipholding Corporation
International Shipholding Corporation, through its subsidiaries, operates a diversified fleet of U.S. and international flag vessels that provide worldwide and domestic maritime transportation services to commercial and governmental customers primarily under medium to long-term charters and contracts.
For more information about the company, please visit
www.intship.com
FORWARD LOOKING STATEMENTS
Except for the historical and factual information contained herein, the matters set forth in this release, including statements regarding the expected timing and benefits of the acquisition and other statements identified by words such as "estimates", "expects", "anticipates", "plans", and similar expressions, are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual events and results to differ materially from those anticipated, estimated or projected if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: the ability of the parties to timely and successfully receive all required regulatory approvals or clearances; our ability to finance the acquisition and the post-closing operations of the combined company on terms that are satisfactory or at all; the possibility that the anticipated benefits from the acquisition cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the acquisition will be greater than expected; the ability of the combined company to retain and hire key personnel; our ability to maximize the usage of our newly-purchased and incumbent vessels on favorable economic terms; our ability to effectively handle our substantial leverage by meeting the payment and covenant requirements in each of our debt instruments, thereby avoiding any defaults under those instruments and avoiding cross defaults under others; changes in domestic or international transportation markets that reduce the demand for shipping generally or our vessels in particular or increase our operating costs; political events in the United States and abroad, including terrorism and piracy, and the U.S. military's response to those events; election results, regulatory activities and the appropriation of funds by the U.S. Congress; and each of the other economic, competitive, governmental, and technological factors detailed in our reports filed with the Securities and Exchange Commission. Due to these uncertainties, we cannot assure that the proposed acquisition will in fact be consummated. Accordingly, you are cautioned not to place undue reliance upon any of our forward-looking statements, which speak only as of the date made. Except for meeting our ongoing obligations under the federal securities laws, we undertake no obligation to update or revise for any reason any forward-looking statements made by us or on our behalf, whether as a result of new information, future events or developments, changed circumstances or otherwise.
Contact:
The IGB Group
David Burke
(646) 673-9701
dburke@igbir.com
Leon Berman
(212) 477-8438
lberman@igbir.com
International Shipholding
International Shipholding
Niels M. Johnsen, Chairman (212) 943-4141
Erik L. Johnsen, President (251) 243-9221

label: organization

text: INTERNATIONAL SHIPHOLDING CORPORATION

text: UNITED OCEAN SERVICES

text: International Shipholding Corporation

text: U.S. United Ocean Services, LLC

label: person

text: Niels M. Johnsen

text: DNB Markets, Inc.

text: International Shipholding Corporation

text: International Shipholding Corporation

text: Niels M. Johnsen

text: Erik L. Johnsen

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
omegaclosingreleasefinal.htm
EXHIBIT 99.1 PRESS RELEASE
Omegaclosingreleasefinal
PERRIGO COMPANY PLC COMPLETES ACQUISITION OF OMEGA PHARMA INVEST N.V., CREATING A TOP FIVE GLOBAL OTC COMPANY
.
Advances Perrigo's stated strategy to expand internationally and leverage the combined product portfolio of Perrigo and Omega
.
Combines Perrigo's supply chain and operational excellence with Omega's OTC branding and regulatory expertise
.
Establishes broad global commercial presence and creates multiple opportunities to cross-sell Perrigo products in diverse new channels
Dublin, Ireland - (March 30, 2015) - Perrigo Company plc (NYSE: PRGO; TASE), a leading global provider of "Quality Affordable Healthcare Products®", today announced that it has completed the acquisition of Belgian-based Omega Pharma Invest N.V. ("Omega") in a cash and equity transaction valued at approximately €3.8 billion, which includes the assumption of €1.3 billion in debt. Sellers are Marc Coucke, Waterland Private Equity Fund V CV and co-investors of Waterland.
"The combination of Perrigo and Omega creates an industry leading, global healthcare company with the operational structure and cash flow generation to accelerate our international growth even further", said Perrigo Chairman, President and CEO, Joseph C. Papa, "This strategic combination creates a top 5 global OTC healthcare company by revenue, enhancing our leading OTC position through Omega's strong, established European commercial, regulatory and distribution platforms, which further enables us to capitalize on the many megatrends which bend in favor of consumer choice and cost control in healthcare. We expect the combined companies will create tremendous value for consumers and shareholders for years to come".
Financial Highlights:
Perrigo expects the transaction to be immediately accretive and between $0.10 and $0.20 accretive to fiscal 2016 adjusted earnings per share after adjusting for amortization, transaction and financing costs. This updated fiscal 2016 range reflects a negative $0.30 impact caused by the rapid erosion in the Euro/U.S. dollar exchange rate since the transaction's November 6, 2014 announcement as well as an improvement of $0.05 in operational expectations. The Company expects to achieve increasing revenue and supply chain synergies within Europe over time contributing greater than $125 million to gross profit in 2019. This information is
1
provided for fiscal year ending June 30, 2016 and the Company will provide calendar 2015 guidance at an event for investors in New York City on May 7, 2015.
Omega generated approximately €1.27 billion of revenue and €200 million of operating cash flow ($1.40 billion and $220 million, respectively, at an exchange rate of €1 = $1.10) in the year ended December 31, 2014. Including product acquisitions, Omega has delivered compound annual revenue growth of approximately 10% over the last five years. After the issuance of approximately 5.4 million shares to Omega founder Marc Coucke at closing, total diluted shares outstanding for Perrigo are now approximately 147 million.
Key Benefits of the Transaction
.
Advances International Growth Strategy
◦
Expands market access across a larger global platform with critical mass in all key European countries
◦
Establishes commercial infrastructure in the high-barrier to entry European OTC marketplace
◦
Positions Perrigo to capture additional share of the $30 billion European OTC market
◦
Broadens opportunities for continued strategic bolt-on acquisitions
.
Strengthens Product Portfolio While Enhancing Scale and Distribution
◦
Leverages Perrigo's leading consumer health portfolio into Omega's European commercial network
◦
Combines Perrigo's supply chain and operational excellence with Omega's OTC branding and regulatory expertise
◦
Provides leadership position in a durable, European OTC cash pay market
.
Financially Compelling
◦
Enhances Perrigo's strong financial profile through substantially diversified revenue and cash flow streams
◦
Strong pro forma operating cash flow enables rapid deleveraging post-close
◦
Accretive to Perrigo standalone revenue, adjusted operating income growth rates (on a constant currency basis) and cash flow generation
.
Expands International Management Capabilities
◦
Marc Coucke brings over 25 years of branded OTC leadership experience to the Perrigo executive committee
◦
Broadens European consumer and pharmacist-centric management capabilities
◦
Adds approximately 2,500 employees, including a large sales team of approximately 1,100 individuals
About Perrigo
Perrigo Company plc, a top five global over-the-counter (OTC) consumer goods and pharmaceutical company, offers consumers and customers high quality products at affordable
2
prices. From its beginnings in 1887 as a packager of generic home remedies, Perrigo, headquartered in Ireland, has grown to become the world's largest manufacturer of OTC products and supplier of infant formulas for the store brand market. The Company is also a leading provider of generic extended topical prescription products and receives royalties from Multiple Sclerosis drug Tysabri®. Perrigo provides "Quality Affordable Healthcare Products®" across a wide variety of product categories and geographies primarily in North America, Europe, and Australia, as well as other key markets including Israel and China. Visit Perrigo online at (
http://www.perrigo.com
).
Contacts
Arthur J. Shannon, Vice President, Investor Relations and Global Communications, (269) 686-1709, ajshannon@perrigo.com
Bradley Joseph, Director, Investor Relations and Global Communications, (269) 686-3373, bradley.joseph@perrigo.com
Forward-Looking Statements
Certain statements in this presentation are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company's future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "could", "would", "should", "expect", "plan", "anticipate", "intend", "believe", "estimate", "predict", "potential" or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company's control. These and other important factors, including those discussed under "Risk Factors" in the Perrigo Company's Form 10-K for the year ended June 28, 2014, as well as the Company's subsequent filings with the Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this presentation are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
3

text: PERRIGO COMPANY PLC

text: OMEGA PHARMA INVEST N.V

text: Omega

override: organization

text: Omega

text: Perrigo Company plc

text: Omega Pharma Invest N.V.

text: Omega

text: Marc Coucke

label: fund

text: Waterland Private Equity Fund V CV

override: fund

text: Omega

text: Omega

text: Omega

text: Omega

text: Omega

text: Marc Coucke

text: Omega

text: Omega

text: Marc Coucke

text: Perrigo Company plc

text: Arthur J. Shannon

text: Bradley Joseph


text:
EX-99.1
3
d815398dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
News from Great Lakes Dredge & Dock
Corporation
For further information contact:
Mary Morrissey,
Investor Relations
630-574-3467
Great Lakes Acquires Magnus Pacific Corporation
Oak Brook, Illinois - November 4, 2014 - Great Lakes Dredge & Dock Corporation ("Great Lakes") (NASDAQ:GLDD), the largest
provider of dredging services in the United States and a major provider of environmental and remediation services, announced today it has acquired the stock of Magnus Pacific Corporation (Magnus).
Magnus is expected to generate approximately $118 million of revenue in 2014 and adds approximately $90 million to Great Lakes' backlog, excluding
project option opportunities. This transaction will be accretive to Great Lakes in 2015.
Headquartered outside of Sacramento and with regional offices in
Dallas, Denver and Seattle, Magnus is a leading provider of geotechnical and environmental solutions in the Western United States. Magnus has a wide range of competencies, including levee rehabilitation and repair, slurry wall construction, mine
reclamation, ground stabilization and wetlands improvements. On average, Magnus' management team members have 20 years of experience in the geotechnical and environmental services industry.
Great Lakes CEO Jon Berger stated, "The Magnus acquisition represents another milestone in our long-term strategic vision of becoming a
preeminent environmental services provider. With the addition of Magnus Pacific to the strong platform we have in place with Terra Contracting, we have expanded our geographic footprint across the United States and broadened our suite of
capabilities. We look forward to building on the success that our historic dredging business and Terra have had as we continue to execute on complex projects - on both land and water - to the most demanding clients in the nation".
Kyle Johnson, Great Lakes COO added, "Over the course of our due diligence, we were pleased with Magnus' dedication to project execution and
commitment to safety, which are key values at Great Lakes. We were also impressed with their operating expertise and professionalism, which will provide a strong foundation for integrating our core competencies. We look forward to working with the
Magnus team during the integration and beyond as we grow our presence in the environmental and geotechnical space".
Magnus Founder Louay Owaidat
stated, "It was very important to Magnus senior management to find the right fit for our company, and we have found that in Great Lakes. With a shared vision to grow and expand, we look forward to a strong partnership with the Great Lakes and
Terra team".
The transaction includes $25 million in cash at closing, a seller's note with an approximate value of $14
million and a potential earn-out. The former Magnus shareholders will become employees of Great Lakes, and as material inducements, were granted restricted stock unit awards representing the right to receive up to 1,500,000 shares of Great
Lakes' common stock. Each award vests on March 31, 2020, subject to the applicable employee's continuous employment with Great Lakes and satisfaction of certain business milestones. The restricted stock unit awards were approved
in accordance with NASDAQ Listing Rule 5635(c)(4).
The Company
Great Lakes Dredge & Dock Corporation ("Great Lakes" or the "Company") is the largest provider of dredging services in the United
States and the only U.S. dredging company with significant international operations. The Company is also a significant provider of environmental and remediation services. Great Lakes employs over 150 degreed engineers, most of whom specialize in
civil and mechanical engineering, which contributes to its 124-year history of never failing to complete a marine project. Great Lakes has a disciplined training program for engineers that ensures experienced-based performance as they advance
through Company operations. Great Lakes also owns and operates the largest and most diverse fleet in the U.S. dredging industry, comprised of over 200 specialized vessels.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking" statements as defined in Section 21E of the Securities Exchange Act of
1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the Securities and Exchange Commission (the "SEC"), all as may be amended from time to time. Such
forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Great Lakes and its subsidiaries, or industry results, to differ materially
from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other
things, the use of forward-looking language, such as the words "plan", "believe", "expect", "anticipate", "intend", "estimate", "project", "may", "would,"
"could", "should", "seeks", or "scheduled to", or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions.
These cautionary statements are being made pursuant to the Exchange Act and the PSLRA with the intention of obtaining the benefits of the "safe harbor" provisions of such laws. Great Lakes cautions investors that any forward-looking
statements made by Great Lakes are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to Great
Lakes, include, but are not limited to, the possibility that the expected efficiencies and cost savings from the Magnus acquisition will not be realized, or will not be realized within the expected time period; the risk that the Magnus and Great
Lakes businesses will not be integrated
2
successfully; disruption from the Magnus acquisition making it more difficult to maintain business and operational relationships; the risk of customer attrition, and risks and uncertainties that
are described in Item 1A. "Risk Factors" of Great Lakes' Annual Report on Form 10-K for the year ended December 31, 2013, and in other securities filings by Great Lakes with the SEC.
Although Great Lakes believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual
results could differ materially from a projection or assumption in any forward-looking statements. Great Lakes' future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent
risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and Great Lakes does not have or undertake any obligation to update or revise any forward-looking statements whether as a
result of new information, subsequent events or otherwise, unless otherwise required by law.
Great Lakes Dredge & Dock Corporation
Mary Morrissey, Investor Relations
630-574-3467
Source: Great Lakes Dredge & Dock Corporation
3

text:
Great Lakes Dredge & Dock
Corporation

text: Great Lakes

text: Magnus Pacific Corporation

text: Great Lakes Dredge & Dock Corporation

text: Great Lakes

text: Magnus Pacific Corporation

text: Magnus

text: Magnus

text: Great Lakes

text: Great Lakes

text: Magnus

text: Magnus

text: Magnus

text: Great Lakes

text: Magnus

text: Magnus Pacific

text: Great Lakes

text: Magnus

text: Great Lakes

text: Magnus

text: Magnus

text: Magnus

text: Great Lakes

text: Great Lakes

text: Magnus

text: Great Lakes

text:
Great
Lakes

text: Great Lakes

text: Great Lakes Dredge & Dock Corporation

text: Great Lakes

text: Great Lakes

text: Great Lakes

text: Great Lakes

text: Great Lakes

text: Great Lakes

text: Great Lakes

text:
Great
Lakes

text: Magnus

text: Magnus

text:
Great
Lakes

text: Magnus

text: Great Lakes

text: Great Lakes

text: Great Lakes

text: Great Lakes

text: Great Lakes

text: Great Lakes Dredge & Dock Corporation

text: Great Lakes Dredge & Dock Corporation


text:
EX-99.1
5
tv523316_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Edesa Biotech and Stellar Biotechnologies
Complete Business Combination
TORONTO, June 7, 2019 /PRNewswire/ - Edesa Biotech, Inc.,
a clinical-stage biopharmaceutical company, today reported that the previously announced business combination with Stellar Biotechnologies,
Inc. (Nasdaq: SBOT) ("Stellar"), which was completed pursuant to a share exchange agreement, has closed. The combined
company will focus on the development and advancement of innovative treatments for dermatological and gastrointestinal indications.
The combined company will be called Edesa Biotech, Inc. and will commence trading on the
Nasdaq Capital Market on June 10, 2019 under the symbol "EDSA".
"With the transaction now completed, we are working diligently
to deliver on our mission to develop and commercialize innovative drug products that address unmet medical needs for large, underserved
patient populations", said Dr. Par Nijhawan, Chief Executive Officer of Edesa. "We have a number of upcoming clinical
milestones and look forward to completing the studies needed to advance our lead asset and developing additional innovative products"
Edesa's lead product candidate, EB01, is a non-steroidal,
anti-inflammatory treatment for chronic allergic contact dermatitis. The topical therapy employs a novel mechanism of action, and
in two clinical studies has demonstrated statistically significant improvement of multiple symptoms in contact dermatitis
patients. Edesa is in the early stages of conducting a 160-patient Phase 2B clinical study evaluating EB01, and expects the first
patient to be enrolled by the third quarter of 2019. Edesa also intends to expand the utility of its sPLA2 inhibitor technology,
which forms the basis for EB01, across multiple indications and seek additional novel products or technologies.
After giving effect to the new Stellar shares issued in the share
exchange, the former shareholders and option holders of Edesa own approximately 88% and the shareholders and option holders of
Stellar prior to the share exchange own approximately 12% of the combined company on a fully-diluted basis, calculated in accordance
with the share exchange agreement.
In connection with the closing of the transaction, the combined
company plans to effect a one-for-six reverse share split at 4:00 p.m. Eastern Time on June 7, 2019. At the effective time of the
reverse share split, every six shares of the combined company's common shares will be consolidated into one common share.
No fractional shares will be issued in the reverse share split. Pursuant to the laws of the province of British Columbia, each
fractional share resulting from the reverse share split that is less than ½ a share will be cancelled and each fractional
share that is at least ½ a share will change to one whole share. This action is being taken to meet the minimum bid price
requirement of new listings on the Nasdaq Capital Market. Following the closing of the exchange transaction and after giving effect
to the reverse share split, the combined company expects to have approximately 7,138,233, shares issued and outstanding.
The combined company will
operate under the leadership of Dr.
Par Nijhawan, Edesa
's Chief Executive Officer,
Michael Brooks, Edesa's Vice President Corporate Development and Strategy and Kathi Niffenegger, Stellar's Chief Financial
Officer.
The securities issued in the share exchange have not been registered
under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements.
Fasken Martineau DuMoulin LLP (Canada) and Stubbs Alderton &
Markiles, LLP (USA) acted as legal advisors to Edesa in the transaction. H.C. Wainwright & Co. acted as transaction advisor
and Greenburg Traurig LLP (USA) and McMillan LLP (Canada) acted as legal advisors to Stellar.
Information for Shareholders
Shareholders owning Edesa (formerly Stellar) shares via a broker,
bank or other nominee will have their positions updated to reflect the reverse share split as well as the change in company name
and trading symbol, subject to such broker's particular processes, and will not be required to take any action in connection with
the share split or business combination. Similarly, registered shareholders holding shares electronically in book-entry form do
not need to take any action. Edesa's transfer agent, Computershare Investor Services Inc., will instruct any shareholders with
paper certificates on the exchange process. The new CUSIP number for the combined company's common shares will be 27966L108.
About Edesa Biotech, Inc.
Edesa Biotech, Inc.
(Nasdaq: EDSA) is a clinical-stage biopharmaceutical company focused on efficiently developing innovative
treatments that address significant unmet medical needs. Edesa's lead product candidate, EB01, is a novel non-steroidal
anti-inflammatory molecule (sPLA2 inhibitor) for the treatment of chronic allergic contact dermatitis which has demonstrated
statistically significant improvements in multiple clinical studies. Edesa also intends to expand the utility of its sPLA2 inhibitor
technology, which forms the basis for EB01, across multiple indications. The company is based in Toronto, Canada, with U.S. offices
in Southern California.
Edesa Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the
use of words such as "anticipate", "believe", "plan", "estimate", "expect", "intend,"
"may", "will", "would", "could", "should", "might", "potential,"
or "continue" and variations or similar expressions, including statements related to: the expectations related to the
reverse share split, the number of shares outstanding following the exchange and reverse share split and strategic plans relating
to the combined company's business. Readers should not unduly rely on these forward-looking statements, which are not a guarantee
of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as all such forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause actual results or future events to
differ materially from the forward-looking statements. Such risks include: the inability to successfully integrate the businesses
or the risk that such integration may be more difficult, time-consuming or costly than expected, the risk that the expected benefits
of the proposed combination are not realized, the ability of Edesa to obtain regulatory approval for or successfully commercialize
any of its product candidates, the risk that access to sufficient capital to fund Edesa's operations may not be available
or may be available on terms that are not commercially favorable to Edesa, the risk that Edesa's product candidates may not
be effective against the diseases tested in its clinical trials, the risk that Edesa fails to comply with the terms of license
agreements with third parties and as a result loses the right to use key intellectual property in its business, Edesa's ability
to protect its intellectual property and the timing and success of submission, acceptance and approval of regulatory filings. Many
of these factors that will determine actual results are beyond the company's ability to control or predict. For a discussion of
further risks and uncertainties related to Edesa's business, please refer to Edesa's public company reports filed with the
U.S. Securities and Exchange Commission and the British Columbia Securities Commission. All forward-looking statements are made
as of the date hereof and are subject to change. Except as required by law, Edesa assumes no obligation to update such statements.
Contacts
Gary Koppenjan
Edesa Biotech, Inc.
(805) 488-2800
investors@edesabiotech.com

text: Edesa Biotech

text: Stellar Biotechnologies

text: Edesa Biotech, Inc.

text:
Stellar Biotechnologies,
Inc.

text: Edesa Biotech, Inc.

text: Par Nijhawan

text: Par Nijhawan

text: Fasken Martineau DuMoulin LLP

text:
Stubbs Alderton &
Markiles

text: H.C. Wainwright & Co.

text: Greenburg Traurig LLP

text: McMillan LLP

text: Edesa Biotech, Inc.

text: Edesa Biotech, Inc.

text: Edesa Biotech, Inc.


text:
EX-99.1
3
a14-25357_1ex99d1.htm
EX-99.1
Exhibit 99.1
News Release
NGL Energy Partners, LP Acquires Rimrock Midstream LLC's Interest in Grand Mesa Pipeline, LLC
TULSA, Okla.-(BUSINESS WIRE)-Nov. 28, 2014-NGL Energy Partners, LP (NYSE:NGL) is pleased to announce that it has executed a definitive membership interest purchase agreement with Rimrock Midstream, LLC ("Rimrock") for Rimrock's 50% interest in Grand Mesa Pipeline, LLC. NGL now owns 100% of the pipeline system.
Grand Mesa Pipeline, LLC completed a successful open season on October 3, 2014, securing multiple significant long-term shipper commitments. The system will include over 550 miles of new crude oil transportation pipeline, multiple truck injection bays, over 1.0 million barrels of operational storage, and at least two origination points located near Lucerne andKersey (Riverside Station) in Weld County, Colorado. The system is in active development and is scheduled to commence service in Q4 2016. Rimrock will construct and operate the pipeline system.
The acquisition further strengthens NGL's diversified midstream business, adding significant fee based revenue backed by long term contracts. The Grand Mesa Pipeline will help further develop the crude and condensate rich DJ and Wattenberg fields and provide additional options for transporting crude oil to U.S. markets and refineries in the Midwest, including the NYMEX designated hub of Cushing, Oklahoma. NGL will have ownership in two long haul crude oil pipelines that terminate into NGL's Cushing Terminal Facility which provides additional revenue opportunities for NGL, its shippers and refinery customers. A significant portion of the committed crude oil volumes will be tied to Grand Mesa via gathering systems, reducing the need for trucked volumes.
About NGL Energy Partners LP
NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with five primary segments: water solutions, crude oil logistics, NGL logistics, refined products/renewables and retail propane. For further information, visit NGL's website at www.nglenergypartners.com.
About Rimrock Midstream, LLC
Rimrock Midstream, LLC is a strategic, growth-oriented company formed to acquire, develop and operate a portfolio of midstream energy infrastructure assets. Rimrock has been engaged in the business of acquiring, transporting and storing crude oil in Oklahoma, Kansas, Texas, North
Dakota, Wyoming, Colorado, New Mexico and Utah. For more information, visit www.rimrockmidstream.com.
This press release includes "forward-looking statements." All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes its expectations as reflected in the forward-looking statements are reasonable, NGL can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL's annual report on Form 10-K, quarterly reports on Form 10-Q, and other public filings. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading "Risk Factors." NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.
Source: NGL Energy Partners LP
NGL Energy Partners LP
Atanas H. Atanasov, 918-481-1119
Executive Vice President, Chief Financial Officer and Treasurer

text: NGL Energy Partners, LP

text: Rimrock Midstream LLC

text: Grand Mesa Pipeline, LLC

text: NGL Energy Partners, LP

text: NGL

text: Rimrock Midstream, LLC

text: Grand Mesa Pipeline, LLC

text: NGL

text: Grand Mesa Pipeline, LLC

text: NGL

text: NGL

text: NGL

text: NGL

text: NGL

text: NGL

text: NGL

text: Rimrock Midstream, LLC

text: Rimrock Midstream, LLC

text: NGL

text: NGL

text: NGL

text: NGL


text:
EX-99.1
2
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
FOR:
PW Eagle, Inc.
1550 Valley River Drive
Eugene, OR 97440
(Nasdaq-NMS: "PWEI")
CONTACT:
Scott Long,
Chief Financial Officer, PW Eagle, Inc.
541-343-0200
PWPoly Corp. Completes
Acquisition of the Business of Uponor Aldyl Company
Eugene, Oregon -
September 27, 2004
- PW Eagle, Inc. (Nasdaq-NMS: "PWEI") today announced that its 70% owned subsidiary, PWPoly Corp., has completed the previously announced acquisition of the business of Uponor Aldyl Company (UAC). UAC, a
subsidiary of the Finnish company, Uponor Corporation, is a leading extruder of polyethylene (PE) piping systems for natural gas with sales in excess of $40 million. The business has facilities in Tulsa and Shawnee, Oklahoma. PWPoly Corp. is an
extruder of small diameter PE pipe primarily for the irrigation market with sales in excess of $16 million, located in Hastings, Nebraska.
The transaction is valued at $15 million and was financed primarily with additional debt from PWPoly's current lenders, Wells Fargo Business Credit, Inc. and
Medallion Capital, Inc.
The combined businesses of PWPoly and UAC will operate
under the name USPoly Company. It will manufacture a wide range of PE pipe and tubing products with diameters ranging from ½ inch to 16 inches primarily for the natural gas distribution, irrigation, oil and gas gathering and water markets. The
current management teams of the two businesses will continue to operate the combined business from the headquarters in Shawnee, Oklahoma. Frank V. Bailor, the former President of UAC, is the President of USPoly and Richard Oxley remains the CFO.
William Spell, chairman, said, "We are very pleased to have completed
this acquisition. USPoly will be a very strong player in the PE pipe and tubing industry with a broad range of products, a diverse base of customers and a strong and experienced management team".
PW Eagle still intends to proceed with the previously announced spin-off of the shares of
PWPoly, now USPoly, to the PW Eagle shareholders. If the spin-off is completed, the Company anticipates that it will distribute one share of USPoly stock for each share of
PW Eagle stock held by those shareholders of PW Eagle who beneficially own 8,000 shares or more of PW Eagle stock. Those
shareholders of PW Eagle who beneficially own less than 8,000 shares will receive a cash distribution for each of their shares of PW Eagle stock in an amount equal to the value of a share of USPoly stock. The amount of this cash distribution will be
determined in the near future. This distribution of USPoly shares or cash to the shareholders of PW Eagle stock is subject to final approval by an independent committee of the Board of Directors of PW Eagle, the issuance of an opinion to the PW
Eagle independent committee as to the value of USPoly, the approval of the transaction by PW Eagle's lenders and certain governmental approvals and the raising of the cash necessary to make the cash distribution. A record date for this
transaction has not yet been established. This transaction will be a taxable event for both PW Eagle and its shareholders. Assuming that PW Eagle is profitable in the year of distribution, the distribution of the USPoly shares and the cash will be
treated as a dividend to the shareholders of PW Eagle. Regardless of whether or not a PW Eagle shareholder receives USPoly shares or cash in the distribution, the amount of the dividend on a per share basis will be equal to the amount of cash
distributed on a per share basis.
THIS PRESS RELEASE DOES NOT
CONSTITUTE AN OFFER TO SELL ANY SECURITIES OF PW EAGLE OR USPOLY.
Separately,
PW Eagle announced that its Annual Meeting of shareholders will be held on Tuesday, October 26, 2004 at 9:00 a.m. PDT at the Valley River Inn, 1000 Valley River Way, Eugene, Oregon.
PW Eagle is a leading extruder of PVC pipe products, and USPoly is an extruder of PE pipe. The Company and USPoly operate eleven
manufacturing facilities across the United States. PW Eagle's common stock is traded on the Nasdaq National Market under the symbol "PWEI".
Forward Looking Statements
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING INFORMATION AND ACTUAL RESULTS MAY DIFFER
Statements that PW Eagle, Inc. may publish, including those in this announcement that are not strictly historical are "forward
looking" statements made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any such statements made in this press release, including Mr. Spell's comments that USPoly will be a very strong player in
the PE pipe and tubing industry are "forward looking" statements which involve known and unknown risks and uncertainties that may cause the actual results to differ materially from those expected and stated in this announcement. For
example, a loss of key management personnel, adverse economic developments and other adverse events may negatively impact USPoly and its position in the PE pipe marketplace. In addition, the Company must satisfy conditions before it can spin off
USPoly shares to its shareholders. Some of these conditions are outside the Company's control; including the timing and review of the Company's registration statement with the Securities and Exchange Commission.

text: Scott Long

text: PWPoly Corp.

text: Uponor Aldyl Company

text: PWPoly Corp.

text: Uponor Aldyl Company

text: PWPoly Corp.

text: William Spell


text:
EX-99.2
3
ex99-2.htm
EX-99.2
Exhibit
99.2
Contact
Information
8000
Towers Crescent Drive
Suite
1220
Vienna,
VA 22182
(703)
918-2430
http://www.arielway.com
Hawk
Associates, Inc.
Frank
N. Hawkins, Jr. or Julie Marshall
Phone:
(305) 852-2383
E-mail:
info@hawkassociates.com
http://www.hawkassociates.com
http://www.hawkmicrocaps.com
Ariel
Way's dbsXmedia Selected as Purchaser of Loral Skynet BTV Product
Line
Expected
to Add Accretive Revenue of More Than $3.5M
Vienna,
Virginia - February 23, 2005 --
Ariel
Way, Inc. (OTC
Bulletin Board: NFDV) a technology and services provider for highly secure
global communications solutions,
today
announced that it's dbsXmedia subsidiary has been selected by Loral Skynet as
purchaser of it's BTV product line and will assume the management and further
development of Loral Skynet's traditional business television services (BTV),
subject to certain closing conditions, including bankruptcy court
approval.
Under
the
terms of the transaction, dbsXmedia will acquire Loral Skynet's BTV client base
in exchange for cash, stock in the company of its funding partner, Ariel
Way,
Inc. and ongoing contracts for infrastructure support from Loral Skynet.
The
ownership transition will leave unchanged the services for current customers
under an agreement that maintains the existing teleport and satellite
infrastructure provided by Loral Skynet. dbsXmedia has agreed that some of
the
employees of Loral Skynet's BTV group will transfer to dbsXmedia's expected
new
offices in Plymouth, England and Frederick, Maryland. This highly experienced
team will take over the daily operations of customers' corporate communications
networks, ensuring seamless, high quality service.
This
Transaction will allow dbsXmedia to generate an accretive of over $3.5 Million
a
year revenue to Ariel Way.
"dbsXmedia's
management team, dedication to effective corporate communications networks,
and
financial backing make it the ideal partner for both Loral Skynet and our
BTV
customers", said Patrick Brant, president, Loral Skynet. "And, the divesture of
the BTV business allows Loral Skynet to focus on its core fixed satellite
and
network services businesses".
"We
aim
to provide the BTV client base with both continuity and rapid improvements
to
the overall service offer", said David Howgill, CEO, dbsXmedia. "Loral Skynet
will provide the core of our services infrastructure; we will provide the
know-how, technology and service - the combination of which allows us to
provide
state-of-the-art solutions for video, radio and digital signage solutions
for
the corporate and retail world".
About
dbsXmedia
dbsXmedia
aims to provide communications infrastructure and integrated multimedia services
to corporations throughout the United States and Europe. dbsXmedia is part
of
the Ariel Way, Inc. group of companies (OTCBB:NFDV). dbsXmedia's executive
management has over 25 years of experience in the video and transmission
industry. dbsXmedia will operate from offices in the United States and United
Kingdom, providing industry leading solutions for BTV, digital signage and
interactive media delivered over a combination of satellite, terrestrial
and
wireless networks.
About
Loral Skynet
A
pioneer
in the satellite industry, Loral Skynet delivers the superior service quality
and range of satellite solutions that have made it an industry leader for
more
than 40 years. Through the broad coverage of the Telstar satellite fleet,
in
combination with its hybrid VSAT/fiber global network infrastructure, Skynet
meets the needs of companies around the world for broadcast and data network
services, Internet access, IP and systems integration. Headquartered in
Bedminster, New Jersey, Loral Skynet is dedicated to providing secure,
high-quality connectivity and communications. For more information, visit
the
Loral Skynet web site at www.loralskynet.com.
About
Ariel Way
Ariel
Way
is a technology and services company providing highly secure global
communications solutions. The company is focused on developing innovative
and
secure technologies, acquiring and growing advanced emerging technology
companies and national and global communications service providers. The company
also intends to create strategic alliances with companies with complementary
product lines and service industries. The technology development effort for
highly secure communications solutions and services is conducted by a wholly
owned subsidiary, Enfotec, Inc.
For
more
information: www.dbsXmedia.com
or
www.arielway.com
A
profile
on the company can be found at http://www.hawkassociates.com/arielway/profile.htm.
An
online
investor kit containing Ariel Way press releases, SEC filings, current Level
II
price quotes, interactive Java stock charts and other useful investor relations
information can be found at http://www.hawkassociates.com
and http://www.hawkmicrocaps.com.
Investors may contact Frank Hawkins or Julie Marshall, Hawk Associates, at
(305)
852-2383, e-mail: info@hawkassociates.com.
Forward-Looking
Statements: Certain statements made in this press release concerning Ariel
Way,
Inc. and its future operations and acquisitions are forward-looking statements.
Although such statements are based on current expectations they are subject
to a
number of future uncertainties and risks, and actual results may differ
materially. The uncertainties and risks include, but are not limited to,
the
Netfran Development Corp. acquisition of Ariel Way, Inc. and additional
potential acquisitions and the ability of Ariel Way, Inc. to execute effectively
its business plan and develop a successful business. Any forward-looking
statements are made pursuant to the Private Securities Litigation Reform
Act of
1995 and, as such, speak only as of the date made. Statements made in this
document that are not purely historical are forward-looking statements,
including any statements as to beliefs, plans, expectations, anticipations
or
intentions regarding the future. The company assumes no obligation to update
information concerning the forward-looking statements contained herein.

text: dbsXmedia

text: Loral Skynet

text: dbsXmedia

text: Loral Skynet

text: Loral Skynet

text: dbsXmedia

text: Loral Skynet

text: Loral Skynet

text: Loral Skynet

text: dbsXmedia

text: Loral Skynet

text: dbsXmedia

text: dbsXmedia

text: dbsXmedia

text: Loral Skynet

text: Patrick Brant

text: Loral Skynet

text: Loral Skynet

text: David Howgill

text: dbsXmedia

text: Loral Skynet

text: dbsXmedia

text: dbsXmedia

text: dbsXmedia

text: dbsXmedia

text: dbsXmedia

text: Loral Skynet

text: Loral Skynet

text: Loral Skynet

text: Loral Skynet


text:
EX-99.1
3
a07-24118_1ex99d1.htm
EX-99.1
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Contact:
Media Relations - Jennifer Collins, (617) 224.9904,
news@enernoc.com
Investor Relations - Will Lyons, (617) 532.8104,
ir@enernoc.com
EnerNOC
Acquires Energy Procurement Service Provider MDEnergy
BOSTON, MA, September 17,
2007 - EnerNOC, Inc. (NASDAQ: ENOC) announced today that it has acquired
MDEnergy, LLC (MDE), a leading energy procurement service provider, for approximately
$7.9 million pursuant to the terms of a definitive acquisition agreement. The
transaction consideration is composed of approximately 40% in cash and 60% in EnerNOC
common stock. Additional cash payments will be paid by EnerNOC in the first
quarter of 2008 based upon MDE's performance through the end of calendar year 2007.
The acquisition enables
EnerNOC to apply leading energy market intelligence as well as an online
reverse auction technology platform, now called EnerNOC ExchangeTM
, to help commercial,
institutional, and industrial customers make more informed commodity purchasing
decisions. EnerNOC Exchange provides customers in restructured energy markets a
best-in-class process and feature-rich purchasing platform to drive deeper
energy savings and support sustainable business initiatives. It also provides energy
suppliers an additional market within which to compete for business in
real-time.
"It has been our vision
to simplify the process of purchasing energy and green power solutions in
restructured markets", said Tim Healy, EnerNOC's CEO. "We look forward to a
straightforward integration process and to quickly unlocking additional value
for our expanded customer base together with MDEnergy".
MDE currently serves more
than 400 companies and institutions, including many national accounts in the
real estate, lodging, health care, manufacturing, and food services industries,
and has saved its customers millions of dollars in electricity and natural gas
supply costs.
"The MDEnergy team is
thrilled to be joining EnerNOC, an organization that shares our customer-centric
philosophy", said MDE's founder and CEO Cliff Sirlin. "We're confident that our
market intelligence, proven end-to-end process, and innovative technologies
will help many of EnerNOC's existing customers reduce their energy supply costs.
In addition, we believe that many of our current customers are ideal candidates
for EnerNOC's technology-enabled, turnkey demand response solutions".
About EnerNOC
EnerNOC, Inc. is a
leading developer and provider of clean and intelligent energy solutions to
commercial, institutional, and industrial customers, as well as electric power
grid operators and utilities. EnerNOC's technology-enabled demand response and
energy management solutions help optimize the balance of electric supply and
demand. The Company uses its Network Operations Center, or NOC, to remotely
manage and reduce electricity consumption across a network of commercial,
institutional, and industrial customer sites and make demand response capacity
and energy available to grid operators and utilities on demand.
Safe Harbor Statement
Statements in this press release
regarding management's future expectations, beliefs, intentions, goals,
strategies, plans or prospects, including, without limitation, statements
relating to the integration process and the value of the transaction, may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements can be
identified by terminology such as "anticipate", "believe", "could", "could
increase the likelihood", "estimate", "expect", "intend", "is planned", "may", "should,"
"will", "will enable", "would be expected", "look forward", "may provide", "would"
or similar
terms, variations of such terms
or the negative of those terms. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors including those risks,
uncertainties and factors referred to under the section "Risk Factors" in the
Company's Quarterly Report on Form 10-Q as filed with the Securities and Exchange
Commission, as well as other documents that may be filed by EnerNOC from time
to time with the Securities and Exchange Commission. As a result of such risks,
uncertainties and factors, the Company's actual results may differ materially
from any future results, performance or achievements discussed in or implied by
the forward-looking statements contained herein. EnerNOC is providing the
information in this press release as of this date and assumes no obligations to
update the information included in this press release or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

text: EnerNOC

text: MDEnergy

text: EnerNOC, Inc.

text: MDEnergy

text: EnerNOC

text: EnerNOC

text: EnerNOC

text: EnerNOC

text: EnerNOC

text: EnerNOC

text: MDEnergy

text: MDEnergy

text: EnerNOC

text: EnerNOC

text: EnerNOC

text: EnerNOC

text: EnerNOC, Inc.

text: EnerNOC

text: EnerNOC

text: EnerNOC


text:
EX-99.1
2
exhibitno99-1.htm
exhibitno99-1.htm - Generated by SEC Publisher for SEC Filing
ESW Group® closes on the acquisition of certain assets from Cleaire Advanced Emissions Controls, LLC.
Wednesday, April 24, 2013
Montgomeryville, PA. - (PRESS RELEASE)
On April 18, 2013, ESW Group® closed on the acquisition of certain assets from Cleaire Advanced Emissions Controls, LLC ("Cleaire"). Cleaire has been engaged in the design, development and manufacturing of retrofit emission control systems for diesel engines.
As previously disclosed in our April 12, 2013 Form 8-K filing, Environmental Solutions Worldwide, Inc. (the "Company") had entered into an asset purchase agreement (the "Asset Purchase Agreement") with the acting receiver for Cleaire. On April 18, 2013, the Court issued the sale order to consummate the transactions contemplated by the Asset Purchase Agreement, and subsequently, the contemplated asset acquisition and assumption of certain limited liabilities was consummated for a purchase price of $1.4 million plus a portion of gross profit realized on a certain purchase order.
The Company has established a new wholly owned Subsidiary, ESW CleanTech Inc. ("ESW CleanTech"), a Delaware corporation, which will house the acquired assets. ESW CleanTech will operate out of San Diego, California.
Mark Yung, Executive Chairman of the Company, noted: "We are excited to have completed this transaction. The assets acquired from Cleaire are complementary to the Company's existing business and we intend to work to realize synergies from this acquisition".
About Environmental Solutions Worldwide Inc.,
Headquartered in Montgomeryville, PA, Environmental Solutions Worldwide, Inc. is a publicly traded company engaged through its wholly owned subsidiaries ESW America, Inc., Technology Fabricators Inc., ESW Technologies Inc., ESW CleanTech Inc., and ESW Canada, Inc. (together, "ESW Group®") in the design, development, manufacturing, testing and sales of technologies for both the environmental control, military and OEM sectors. ESW Group® currently manufactures and markets catalytic emission control products and support technologies for diesel, gasoline and alternative fueled engines. The ESW Group® of Companies also operates a comprehensive emissions testing laboratory that is capable of certification / verification testing for EPA / CARB & Mine Safety and Health Administration ("MSHA").
Safe Harbor
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (The "Act"). In particular, when used in the preceding discussion, the words "pleased" "plan", "confident that", "believe", "expect", or "intend to", and
similar
conditional expressions are intended to identify forward looking statements
within the meaning of the Act and are subject to the safe harbor created by the
Act. Such statements are subject to certain risks and uncertainties and actual
results could differ materially from those expressed in any of the
forward-looking statements. Such risks and uncertainties include, but are not
limited to, the risks and potential costs associated with integrating the
operations of the assets acquired from Cleaire with the operations of the
Company, the Company incurring unexpected liabilities relating to operating
such acquired assets, the failure to realize the synergies anticipated by the
acquisition of such acquired assets, market conditions, general acceptance of
the Company's products and technologies, competitive factors, the ability to
successfully complete additional financings and other risks described in the
Company's SEC reports and filings.
FOR MORE
INFORMATION CONTACT:
Environmental
Solutions Worldwide Inc.
Email:
Investor-relations@cleanerfuture.com
www.eswgroup.com

text: ESW Group

text: ESW Group

text: Environmental Solutions Worldwide, Inc.

text: Environmental Solutions Worldwide, Inc.

text: ESW Group

text: ESW Group

text: ESW Group


text:
EX-99
3
exhibit99pressrelease.htm
Dominion Purchases 100% of Cerro Chorcha Copper Project from Bellhaven
Exhibit 99.1
Dominion Purchases 100% of Cerro Chorcha Copper Project from
Bellhaven
NEW YORK, April 20 2009 / -- Dominion Minerals Corporation (OTC:
DMNM) ("Dominion" or the "Company") and Bellhaven Copper & Gold
(TSX-Venture: BHV) ("Bellhaven") are pleased to announce that the parties have
consummated a Stock Purchase Agreement, whereby Dominion has purchased Cuprum
Resources Corp., the Company that owns 100% of the Cerro Chorcha Concession,
from Bellhaven, thereby purchasing 100% of the Cerro Chorcha Copper Project.
Dominion purchased Cuprum for a sum of US$2,500,000 and 6 million shares of
Dominion. This includes the US$1,000,000 previously paid and 4 million shares
previously issued by Dominion to Bellhaven under the Exploration and Development
Agreement between the parties.
As part of this transaction, the Exploration and Development
Agreement signed by the parties on March 6, 2007, has been terminated by mutual
agreement of the parties, and is null, void and worthless. The parties have
granted each other a full and unconditional mutual general release for and from
any and all obligations appertaining to said Exploration and Development
Agreement.
From March 2007 through the date of the Stock Purchase Agreement,
Dominion invested approximately $5.6 million in the Cerro Chorcha project, in
accordance with the Exploration and Development Agreement. As per the NI
43-101 report released in September 2008, the Cerro Chorcha project hosts a
porphyry copper deposit with an Indicated mineral resources of 117.4 million
tonnes grading 0.51% Cu, 0.07 g/t Au and 1.7 g/t Ag, and, in addition, an
Inferred mineral resource of 84.5 million tonnes grading 0.46% Cu, 0.07 g/t Au
and 1.9 g/t Ag, using a 0.2% Cu cut-off grade. As a result, total in-situ
copper has risen to 2.17 billion lbs and in-situ gold has risen to 449,000
oz.
Importantly, the presence of a large area hosting high-grade
copper-gold-silver mineralization in the central portion of Cerro Chorcha has
been confirmed. This high-grade zone has an Indicated mineral resource of 24.1
million tonnes grading 0.97% copper, 0.16 g/t gold and 3.1 g/t silver, and, in
addition, an Inferred mineral resource of 13.3 million tonnes grading 0.86%
copper, 0.16 g/t gold and 3.2 g/t silver, using a 0.65% copper cut-off grade.
The mineralization remains open at depth and in multiple directions, and all
holes drilled to date appear to indicate potential for the significant extension
of the high-grade zone. This will be investigated further in the 2009 drilling
campaign comprising 26 holes over a total of 10,300 meters, which shall include
a deep drilling campaign consisting of 13 holes totalling c. 6,550 meters.
The NI
43-101 report also confirmed that Cerro Chorcha gold grades can be significant
and tend to correlate well with high-grade copper mineralization. Gold values
were consistently assayed for in all drill holes. Previous trench results
returned average grades of 0.66 g/t Gold and 9.72 g/t Silver over a trench
length of 585 meters. Considering the meaningful intersects encountered at
several holes drilled to date (previously announced in detail), Dominion expects
copper and gold grades to increase as the high-grade zone is explored at further
depth.
Pini Althaus,
Chairman and CEO of Dominion Minerals commented as follows:
"We are
extremely delighted to have purchased the Cerro Chorcha copper project. This
should provide the Company with an opportunity to create significant value for
our shareholders. These shareholders also include Bellhaven to whom we are
grateful for the opportunity to have worked with these past two years in
successfully developing Cerro Chorcha. Now we will focus our efforts on the 2009
drilling campaign and hope to deliver on our expectations in terms of size,
quality and scale of this unique project".
Julio Benedetti,
President and CEO of Bellhaven commented as follows:
"We are
pleased with the terms of this deal as it provides us with substantial upside in
the project, via our 6 million common shares of Dominion Minerals, while
allowing management to focus its human and financial resources toward
Bellhaven's nearer-term gold producing project, Santa Maria, which is located
just outside the small mining town of Gomez Plata in the Antioquia Department
(province) of Colombia where gold mining has been carried out since
Pre-Colombian times to the present.
We wish Dominion the utmost of success with their massive copper
project, Cerro Chorcha".
For further information from Dominion please
contact:
Dominion Minerals
Pini
Althaus, President & CEO
Tel: +1
212 231-8171
Email:
pini@dominionminerals.com
For further information from Bellhaven please
contact:
Bellhaven Copper & Gold Inc.
PanAmerica Capital Group, Inc.
Julio C. Benedetti, President & CEO
Patrick Abraham
Tel: +507-226-3967
Tel: +507-340-9500
Email: benedettijulio@hotmail.com
Email:
pabraham@panamerica-group.com
Web
Site: www.bellhavencg.com
About Dominion Minerals Corp.
Dominion Minerals Corp. is a US-based copper and gold exploration
and development company focused primarily on its Cerro Chorcha Porphyry Copper
Project in Panama.
For
more information please visit http://www.dominionminerals.com
Forward-Looking Statement Disclaimer
This press release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other than
statements of historical facts, that address continuing to Canada, exchange
listing application, additional financing, seeking and acquiring new projects
and gaining recognition are forward-looking statements. Factors that could cause
actual results to differ materially from those in forward-looking statements
include, but are not limited to, the market price of gold, general economic
conditions, market and business conditions, statements or information with
respect to known or unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements or information. Forward-looking statements or information are subject
to a variety of risks and uncertainties which could
2
cause actual events or results to differ from those reflected in
the forward-looking statements or information, including, without limitation,
risks and uncertainties relating to the Company's plans at its mineral
properties, the interpretation of drill results and the estimation of mineral
resources and reserves, the geology, grade and continuity of mineral deposits,
the possibility that future exploration, development or mining results will not
be consistent with the Company's expectations, metal recoveries, accidents,
equipment breakdowns, title matters, labor disputes or other unanticipated
difficulties with or interruptions in production and operations, the potential
for delays in exploration or development activities or the completion of
feasibility studies, the inherent uncertainty of production and cost estimates
and the potential for unexpected costs and expenses, commodity price
fluctuations, currency fluctuations, failure to obtain adequate financing on a
timely basis, the effect of hedging activities, including margin limits and
margin calls, regulatory restrictions, including environmental regulatory
restrictions and liability, the speculative nature of mineral exploration,
dilution, competition, loss of key employees.
Investors are
cautioned that any such statements are not guarantees of future performance and
that actual results or developments may differ materially from those projected
in the forward-looking statements. In addition, the Company's business and
operations are subject to the risks set forth in the Company's most recent Form
10-KSB, Form 10-QSB and other SEC filings which are available through EDGAR at
www.sec.gov
. These are among the primary risks
we foresee at the present time. The Company assumes no obligation to update the
forward-looking statements.
3

text: Dominion

text: Bellhaven

text: Dominion

text: Bellhaven

text: Dominion

text: Dominion

text: Bellhaven

text: Bellhaven

text: Dominion

text:
Cuprum
Resources Corp.

text: Bellhaven

text: Dominion

text: Cuprum

text: Dominion

text: Dominion

text: Bellhaven

text: Dominion

text: Dominion

text: Pini Althaus

text: Dominion

text: Bellhaven

text: Julio Benedetti

text: Bellhaven

text: Dominion

text: Bellhaven

text: Dominion

text: Dominion

text: Dominion

text:
Pini
Althaus

text: Bellhaven

text: Bellhaven

text: Julio C. Benedetti

text: Dominion

text: Dominion


text:
EX-99
2
exhibit99-1.htm
Exhibit 99
Exhibit 99.1
N S T O R F I N A N C I A L
N E W S R E L E A S E F I N A L
nStor Technologies, Inc.
6190 Corte del Cedro
Carlsbad, California 92009
Phone: 760-683-2500
Fax: 760-683-2599
Contact:
Veena Raman
nStor Technologies, Inc.
760.683.2500
vraman@nstor.com
nStor Completes Sale of Stonehouse Technologies to
a Subsidiary of Symphony Service Corp. for $6.7 Million
Sale of Telemanagement Subsidiary Reinforces Corporate Focus
on Storage-Intensive Business Solutions
Carlsbad, CA - November 12, 2004
-- nStor Technologies, Inc. (AMEX: NSO), an innovative developer of storage-network solutions, today announced the completion of the sale of its
telemanagement subsidiary, Stonehouse Technologies, Inc., to a wholly owned subsidiary of Symphony Service Corp.
With the completion of the transaction and formal approval at a special meeting of the company's shareholders today, nStor received $5.6 million in cash and an additional $1.1 million in promissory notes for a total sales price
of $6.7 million. The amount of the promissory notes may be reduced due to certain post-closing adjustments. The Company expects to report a loss of approximately $2.5 million from the Stonehouse discontinued operations in the third quarter.
Plans for the net proceeds from the sale, estimated to be approximately $5 million in cash, are under review by nStor's board of directors and include investment in R&D initiatives, sales and marketing, as well as the
opportunity to pay down a portion of nStor's outstanding debt to strengthen the Company's financial position. According to Todd Gresham, nStor's president and CEO, the sale of the Stonehouse subsidiary reinforces the company's commitment to
its core storage business. "This cash infusion provides immediate capital to grow the business and focus on emerging opportunities in the small to mid-sized storage market", he stated. "This transaction further demonstrates nStor's commitment
to our customers and shareholders".
About Symphony Service Corp.
Symphony Service Corp. is a global business services outsourcing partner that assures results and time-to-market for its clients. By combining its intellectual property, such as proprietary software and content, with unmatched
expertise in commercial software development, large volume data management and advanced analytics, Symphony Service drives success for high-impact outsourcing initiatives. Symphony Service is made up of three business groups: the Commercial Software Group (CSG),
which provides increased productivity and faster time-to-market for commercial-grade software products and solutions; the Cost Management Group (CMG), which helps companies monitor, manage and minimize indirect spend; and the Demand Analytics Group (DAG), which
enables clients to better understand market trends, creating new revenue opportunities and reducing customer churn. Symphony Service is headquartered in Palo Alto, CA, with locations in Bangalore, India, Nashville, TN and Waltham, MA. For more information on Symphony
Service, please visit its Web site at www.symphonysv.com, or call (650) 935-9500.
About Stonehouse Technologies, Inc.
Founded in 1978, STI is the premier provider of software and services for total telecommunication management solutions that help enterprises manage and control telecommunications expenses, assets, and processes
("Telemanagement"). STI provides these solutions for some of the largest enterprises in the nation. STI's strong focus on implementation of best practices and process automation, such as accurate charge-back methodologies and invoice reconciliation;
as well its integrated approach to Telemanagement has attracted an impressive client base, 75% of which are Fortune 500 companies. STI's solutions enable enterprises to manage voice, data and wireless services by providing a systematic approach to automating
order processing, monitoring expenses, managing vendor invoices, tracking inventory of assets, providing ongoing invoice reconciliation, and accurately allocating costs to internal cost centers. STI's solutions include a suite of modular applications and
services with multiple delivery options, such as on-site installation, or in an ASP or managed services environment. Clients realize proven benefits of significant cost savings, increased management control, and productivity improvements. STI is headquartered in
Dallas, Texas and maintains regional offices. For more information about Stonehouse products and services, visit the company's Web site at www.stonehouse.com.
About nStor Technologies, Inc.
Headquartered in Carlsbad, Calif., nStor Technologies, Inc. (AMEX: NSO) is an innovative
developer of data storage solutions that are ideally suited for both large enterprises as well as
small to mid-sized businesses. The Company's flagship controller technology and StorView software form the foundation for the NexStor family of turnkey solutions that support Microsoft Windows, Linux, UNIX and Macintosh operating
environments. Designed for storage-intensive environments and mission-critical applications, nStor's products are offered in various architectures including Fibre Channel, SCSI and SATA and are focused on addressing customers' business needs and applications. The
Company markets its storage solutions through a global network of OEM partners and systems integrators. For more information, visit www.nstor.com.
###
This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe", "estimated", "project", "expect", "anticipate", or similar expressions. These 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, the Company's inability to increase sales to current customers and to expand its customer base, continued acceptance of the Company's products in the marketplace, the Company's
inability to improve the gross margin on its products, competitive factors, dependence upon third-party vendors, outcome of litigation, insufficient funding 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. nStor and StorView are registered trademarks of nStor Technologies, Inc.

text: nStor Technologies, Inc.

text: nStor Technologies, Inc.

text: nStor

text: Stonehouse Technologies

text: Symphony Service Corp.

text: nStor Technologies, Inc.

text: Stonehouse Technologies, Inc.

text: Symphony Service Corp.

text: nStor

text: nStor

text: nStor

text: nStor

text: nStor

text: Symphony Service Corp.

text: Symphony Service Corp.

text: Stonehouse Technologies, Inc.

text: nStor Technologies, Inc.

text: nStor Technologies, Inc.

text: nStor

text: nStor

text: nStor Technologies, Inc.


text:
EX-99.1
5
v066367_ex99-1.htm
NEXCEN
BRANDS ACQUIRES BILL BLASS
First
luxury brand acquisition completed
New
York, N.Y. February 15, 2007
--
NexCen
Brands, Inc. ("NexCen" or the "Company") (NASDAQ: NEXC) announced today that it
has completed its acquisition of Bill Blass Holding Co., Inc. ("Blass"), a
designer apparel company known for its modern and timeless American style for
both men and women. This acquisition includes two subsidiaries owned by Blass,
Bill Blass Licensing Co., Inc. and Bill Blass International LLC. In addition,
Designer Licensing Holdings, LLC ("DLH") has entered into a new license with
NexCen for men's and women's denim. An affiliate of DLH has also acquired a 10%
minority interest in the Company's Bill Blass trademark subsidiary.
NexCen's
President and Chief Executive Officer, Robert W. D'Loren, offered his
commentary: "Bill Blass is such an exciting acquisition for our consumer branded
products vertical, and presents a strong growth opportunity for us".
"We
have
exciting plans for Bill Blass which we intend to implement
immediately,"
he
continued.
Blass
recently completed their first runway show for New York's Fashion Week, working
in tandem with NexCen's management team. The collection has been prominently
featured in industry publications and the mainstream press due to the creative
genius of couture designer Michael Vollbracht and the label's following among
"A-list" celebrities and socialites.
As
previously announced, NexCen paid $54.6 million at closing through a combination
of cash and the issuance of NexCen common stock. The stock component was 28%
or
$15.5 million of the initial purchase price.
About
the Companies
NexCen
Brands, Inc.
is
the
premier 21st
century
brand acquisition and management company focused on assembling a diversified
portfolio of intellectual property (IP) centric companies operating in the
consumer branded products and franchise industries. NexCen owns and franchises
The Athlete's Foot brand worldwide as well as the global rights to Bill Blass, a
designer apparel brand
Bill
Blass
defines
timeless American style. Founded by William Ralph Blass in the 1970's, Bill
Blass from its inception offered women modern, sophisticated, tailored clothing.
The company's reputation was built on elegant designs executed in the finest
fabrics. The company remains true to its design heritage by favoring the always
fashionable over the fleetingly trendy, acquiring a dedicated following of
the
world's most stylish women and making Bill Blass an internationally recognized
brand.
Forward-Looking
Statement Disclosure
This
press release contains "forward-looking statements", as such term is used in
the
Securities Exchange Act of 1934, as amended. Such
forward-looking statements include those regarding expectations for the
development of the new IP strategy business, expectations for the performance
of
Blass and NexCen's ability to complete the acquisition of Blass. When used
herein, the words "anticipate", "believe", "estimate", "intend", "may", "will,"
"expect" and similar expressions as they relate to the Company or its management
are intended to identify such forward-looking statements. Forward-looking
statements are based on current expectations and assumptions, which are subject
to risks and uncertainties. They are not guarantees of future performance or
results. The Company's actual results, performance or achievements could differ
materially from the results expressed in, or implied by, these forward-looking
statements. Factors that could cause or contribute to such differences include:
(1) we may not be successful in implementing the new IP strategy, (2) we may
not
be successful in operating or expanding Blass or integrating it into our IP
business strategy, (3) the license relationship between Blass and DLH is new
and
may not be successful, (4) risks associated with marketing
and licensing our acquired trademarks and with successfully developing and
marketing new products particularly in light of rapidly changing fashion
trends,
(5)
risks associated with the
ability of licensees to successfully market and sell branded products,
competition and (6)
other
factors discussed in our filings with the Securities and Exchange Commission.
NexCen undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
For
more
information on this transaction, or NexCen please visit our website at
www.nexcenbrands.com
or
contact:
Media
Relations:
Marjorie
Klein
MKlein
Communications
(203)
938-2553
mklein6@optonline.net
Investor
Relations:
David
B.
Meister
NexCen
Brands, Inc.
(212)
277
- 1119
investor_relations@nexcenbrands.com
2

text:
NEXCEN
BRANDS

text: BILL BLASS

text:
NexCen
Brands, Inc.

text: Bill Blass Holding Co., Inc.

text: Blass

text: Blass

text: Bill Blass Licensing Co., Inc

text: Bill Blass International LLC

text: Bill Blass

text: Bill Blass

text: Bill Blass

text: Blass

text:
NexCen
Brands, Inc.

text: Bill Blass

text:
Bill
Blass

text: Blass

text:
Bill
Blass

text: Bill Blass

text: Blass

text: Blass

text: Blass

text: Blass

text:
NexCen
Brands, Inc.


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
Tredegar Corporation
Contact:
Corporate Communications
Neill Bellamy
1100 Boulders Parkway
Phone: 804/330-1211
Richmond, Virginia 23225
E-mail: neill.bellamy@tredegar.com
Website: www.tredegar.com
FOR IMMEDIATE RELEASE
TREDEGAR'S BONNELL ALUMINUM SUBSIDIARY COMPLETES ACQUISITION OF FUTURA INDUSTRIES
RICHMOND, Va., February 15, 2017 - Tredegar Corporation (NYSE:TG) announced today that its subsidiary, The William L. Bonnell Company, Inc. ("Bonnell Aluminum"), has completed the acquisition of Futura Industries Corporation ("Futura").
The approximate purchase price of $92 million was funded
using Tredegar's existing revolving credit.
Headquartered in Clearfield, Utah, Futura designs and manufactures a wide range of extruded aluminum products for a number of industries and end markets, including branded flooring trims and TSLOTS, as well as OEM components for truck grills, solar panels, fitness equipment and other applications. Futura will operate as a division of Bonnell Aluminum.
About Tredegar Corporation
Tredegar Corporation is a manufacturer of plastic films and aluminum extrusions. A global company headquartered in Richmond, Virginia, Tredegar had 2015 sales of $896 million. With approximately 3,200 employees, the company operates manufacturing facilities in North America, South America, Europe and Asia.
# # #

text: Tredegar Corporation

text: TREDEGAR

text: BONNELL ALUMINUM SUBSIDIARY

text: FUTURA INDUSTRIES

text: Tredegar Corporation

text: The William L. Bonnell Company, Inc.

text: Futura Industries Corporation

text: Futura

text: Tredegar

text: Futura

text: Futura

text: Tredegar Corporation

text: Tredegar Corporation

text: Tredegar


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Motorola
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
For more information contact:
Lori Evans
Evans Public Relations/for SiRF Technology Holdings, Inc.
650/312-8344 mobile: 650/200-5891
lori@evanspartners.com
Rebecca DiCorti
SiRF Technology, Inc.
408/392-8422
rdicorti@sirf.com
Sue Frederick
Motorola, Inc.
248/994-7281
sue.frederick@motorola.com
SiRF Technology Acquires Motorola's GPS Chip Set Product Lines
Strengthens its Market Leadership Position & Becomes Preferred GPS Supplier to Motorola
SAN JOSE, Calif. - June 2, 2005
- SiRF Technology Holdings, Inc. (NASDAQ:
SIRF), a leading provider of GPS-enabled location technology, today announced that it has acquired Motorola, Inc.'s GPS chip set product lines. As part of the agreement, SiRF also has become a preferred GPS technology supplier to Motorola.
SiRF will integrate into its product portfolio Motorola's
existing GPS chip set products, including the MG2000 used in telematics applications and the MG4x00 (Instant GPS) used in cellular handsets and for public safety two-way radio designers across a range of mobile platforms. To further enhance its GPS
offering, SiRF also has acquired the rights to some of the
Motorola
Page 2
GPS chip set products that Motorola
currently has under development. SiRF will continue to collaborate with Motorola to source and integrate robust and competitive GPS solutions into future Motorola products.
Under the terms of the agreement, SiRF has acquired Motorola's GPS chip set product lines and entered into a supply
agreement with Motorola for a total payment of $20.0 million in cash. The Board of Directors of SiRF has approved the acquisition.
SiRF is focused on providing GPS enabled location technology for high-volume mobile consumer devices and commercial applications, including automobile
navigation and Telematics systems, mobile phones, mobile consumer devices and PDAs. SiRF currently has about 240 employees and is headquartered in San Jose, California, with major operations worldwide. Motorola's GPS business has about 40
employees, based in Tempe, Arizona and Basingstoke, UK.
"The opportunity to acquire a team with a critical mass of GPS expertise, product lines that complement our existing products, and a very strong customer base were decisive factors in making this transaction", said Dr. Michael
Canning, president and chief executive officer of SiRF. "We believe that combining the strengths of our two teams will enable us to provide broader product offerings and better overall support infrastructure to serve Motorola and our other
customers worldwide".
"SiRF is well recognized in
the industry as a leading global supplier of GPS solutions. Motorola has already successfully collaborated with SiRF on a variety of programs", said Mr. Kieran O'Sullivan, vice president of Motorola's Automotive Telematics, Interiors
and Aftermarkets Business. "This is a win-win for Motorola since our customers will benefit by receiving more focused resources from a fantastic partner, and it allows us to focus on our core automotive business by leveraging strategic
relationships like the one we have with SiRF".
Motorola's GPS chip sets are integrated in a variety of products and platforms. These include the Motorola Telematics systems for automobile manufacturers, select Motorola cellular phones for mobile operators worldwide, and
Motorola's GPS-enabled two-way radio systems for public safety organizations.
Motorola
Page 3
"Motorola is a
leader in the integration of GPS in a range of wirelessly connected systems, especially in two of our key target platforms - automotive and wireless handsets - and we are pleased for the opportunity to become a preferred supplier of GPS
technology to them", said Kanwar Chadha, founder of SiRF. "Strategic collaboration with Motorola in the GPS enabled location technology field will enable our two companies to drive a shared vision of accelerating the development and
adoption of location-enabled products for consumer and commercial mass markets".
SiRF expects the transaction to result in a revenue upside of about ten percent for the second half of 2005. EPS impact is expected to be non dilutive for the rest of the year 2005 and be accretive for the calendar
year 2006.
About SiRF Technology
SiRF Technology Holdings, Inc. is a leading supplier of GPS enabled location
technology for high-volume mobile consumer devices and commercial applications. SiRF's technology has been integrated into mobile consumer devices, such as automobile navigation systems, mobile phones, PDAs, GPS-based peripherals and handheld
GPS navigation devices, and into commercial applications, such as asset tracking devices and fleet management systems. SiRF markets and sells its products in four target platforms: automotive, consumer electronics, mobile computing and wireless
devices. Founded in 1995, SiRF is headquartered in San Jose, California, and has sales offices, design centers and research facilities around the world. The company trades on the NASDAQ Stock Exchange under the symbol SIRF. Additional information
about SiRF and its location technology solutions can be found at www.sirf.com.
About Motorola
Motorola is a Fortune 100
global communications leader that provides seamless mobility products and solutions across broadband, embedded systems and wireless networks. In your home, auto, workplace, and all spaces in between, seamless mobility means you can reach
Motorola
Page 4
the people, things and information you
need, anywhere, anytime. Seamless mobility harnesses the power of technology convergence and enables smarter, faster, cost-effective and flexible communication. Motorola had sales of US $31.3 billion in 2004. For more information:
www.motorola.com
.
Forward-Looking Statements:
Except for the historical information contained herein, the matters set forth in this press
release, including, but not limited to, statements regarding the anticipated benefits of the acquisition of GPS chip set product lines from Motorola, including continued collaboration between the companies and benefits to Motorola's customers
of receiving more focused resources, the companies' expectation that strategic collaboration will enable them to drive a shared vision of accelerating the development and adoption of location-enabled products, expected revenue upside of about
ten percent for the second half of 2005, and the expectation that EPS impact will be non dilutive for the rest of the year 2005 and accretive for the calendar year 2006, are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Words such as "agree to", expect", "believes", "anticipates", "plans", "expects", "will", "predicts", and similar expressions are intended to
identify forward-looking statements. These statements are not guarantees of future performance. SiRF's actual results could differ materially from those discussed in these forward-looking statements as a result of risks and uncertainties,
including, among others, the risk that we may not realize the anticipated benefits of this acquisition, risks associated with acquisitions, including the ability to successfully integrate the acquired technologies or operations, potential diversion
of management's attention and our ability to retain key employees of acquired businesses, our ability to continue to be a preferred supplier to Motorola, the market for GPS-based location awareness capabilities, market demand for and acceptance
of current and future products of our customers, particularly Motorola, our ability to complete and commercialize products in development, our ability to continue to collaborate with Motorola, our ability to achieve certain cost reductions in a
timely manner, our dependence on foundries to manufacture our products, our ability to keep pace with rapid technological change, the semiconductor industry, international operations and our ability to compete, and other risks and uncertainties
discussed in SiRF's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and from time to time in SiRF's SEC reports. These forward-looking statements speak only as of the date hereof. We do not undertake any obligation to
update forward-looking statements.
# # #
# # #
Editors Note: SiRF, SiRFstar and the SiRF orbit design are registered trademarks of SiRF Technology, Inc. Other trademarks are the property
of their respective companies.

text: SiRF Technology Holdings, Inc.

text: SiRF Technology

text: SiRF Technology

text: SiRF Technology Holdings, Inc.

text: SIRF

text: SiRF

text: SiRF

text: SiRF

text: SiRF

text: SiRF

text: SiRF

text: SiRF

text: SiRF

text:
Michael
Canning

text: SiRF

text: SiRF

text: SiRF

text: SiRF

text: Kanwar Chadha

text: SiRF

text: SiRF

text: SiRF Technology

text: SiRF Technology Holdings, Inc.

text: SiRF

text: SiRF

text: SiRF

text: SIRF

text: SiRF

text: SiRF

text: SiRF

text: SiRF

text: SiRF

text: SiRF

text: SiRF Technology


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
KIRBY CORPORATION
Contact: Eric Holcomb
713-435-1545
FOR IMMEDIATE RELEASE
KIRBY CORPORATION CLOSES
ACQUISITION OF HIGMAN MARINE, INC.
Houston, Texas (February 15, 2018) -
Kirby Corporation ("Kirby") (NYSE: KEX) today announced the
completion of the acquisition of Higman Marine, Inc. and its affiliated companies ("Higman"), an operator of tank barges and towboats participating in the inland tank barge transportation industry in the United States.
The total value of the transaction was approximately $419 million in cash before post-closing adjustments and transaction fees. The cash consideration was financed from the proceeds of a new issuance of senior notes, which closed on February 12, 2018. The new senior notes provided for $500 million in fixed rate debt at 4.2% with a 10-year maturity on March 1, 2028. The unused balance of the senior notes will be used for general corporate purposes.
Higman's marine transportation fleet consists of 159 inland tank barges with 4.8 million barrels of capacity, and 75 inland towboats which primarily transport petrochemicals, refined petroleum products, crude oil, natural gas condensate, and black oil on the Mississippi River System and Gulf Intracoastal Waterway. Higman's tank barge fleet has an average age of approximately 7 years, and the towboats have an average age of approximately 8 years. Higman's customers include large midstream and global integrated oil companies, many of which are current Kirby customers for inland tank barge services.
A presentation with more information on the Higman acquisition is available on the Investor Relations page on Kirby's website at
www.kirbycorp.com/investor-relations/
.
Kirby Corporation, based in Houston, Texas, is the nation's largest domestic tank barge operator transporting bulk liquid products throughout the Mississippi River System, on the Gulf Intracoastal Waterway, coastwise along all three United States coasts, and in Alaska and Hawaii. Kirby transports petrochemicals, black oil, refined petroleum products and agricultural chemicals by tank barge. In addition, Kirby participates in the transportation of dry-bulk commodities in United States coastwise trade. Through the distribution and services segment, Kirby provides after-market service and parts for engines, transmissions, reduction gears, and related equipment used in oilfield services, marine, power generation, on-highway, and other industrial applications. Kirby also rents equipment including generators, forklifts, pumps, and compressors for use in a variety of industrial markets, and manufactures and remanufactures oilfield service equipment, including pressure pumping units, for land-based oilfield service customers.
55 Waugh Drive
Suite 1000
P. O. Box 1745
Houston, Texas 77251
713/435-1000
Fax 713/435-1011

text: KIRBY CORPORATION

text: KIRBY CORPORATION

text: HIGMAN MARINE, INC.

text: Kirby Corporation

text: Higman Marine, Inc.

text: Higman

text: Higman

text: Higman

text: Higman

text: Higman

text: Kirby Corporation