text:
EX-99.1
2
dp95989_ex9901.htm
EXHIBIT 99.1
Exhibit 99.1
NEWS
RELEASE
Kosmos
Energy COMPLETES ACQUISITION OF DEEP GULF ENERGY
DALLAS, Texas, September 17,
2018
-
Kosmos Energy
(NYSE/LSE: KOS) announced today that it has completed the
previously announced acquisition of Deep Gulf Energy ("DGE")
1
, a leading deepwater company operating in
the Gulf of Mexico. By acquiring DGE, Kosmos adds to its deepwater Atlantic Margin portfolio an established business with attractive
assets and a strong record of growing production and reserves through infrastructure-led exploration. This immediately accretive
acquisition enhances the scale of the company and is expected to generate significant free cash flow, enabling Kosmos to return
cash to shareholders through a dividend, beginning in the first quarter of 2019.
Note:
1.
Includes
Deep Gulf Energy LP, Deep Gulf Energy II, LLC, Deep Gulf Energy III, LLC, and related
entities (collectively "DGE")
About Kosmos Energy
Kosmos is a well-capitalized,
pure play deepwater oil and gas company with growing production, a pipeline of development opportunities and a balanced exploration
portfolio along the Atlantic Margins. Our assets include growing production offshore Ghana, Equatorial Guinea, and in the U.S.
Gulf of Mexico, a competitively positioned Tortue gas project in Mauritania and Senegal, and a sustainable exploration program
balanced between proven basins (Equatorial Guinea and U.S. Gulf of Mexico), emerging basins (Mauritania, Senegal and Suriname)
and frontier basins (Cote d'Ivoire and Sao Tome and Principe). As an ethical and transparent company, Kosmos is committed to doing
things the right way. The company's Business Principles articulate our commitment to transparency, ethics, human rights,
safety and the environment. Read more about this commitment in the Kosmos 2017
Corporate Responsibility
Report
. For additional information, visit
www.kosmosenergy.com
.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities,
events or developments that Kosmos expects, believes or anticipates will or may occur in the future are forward-looking statements. Kosmos'
estimates and forward-looking statements are mainly based on its current expectations and estimates of future events and trends,
which affect or may affect its businesses and operations. Although Kosmos believes that these estimates and forward-looking
statements are based upon
reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available
to Kosmos. When used in this press release, the words "anticipate", "believe", "intend", "expect,"
"plan", "will" or other similar words are intended to identify forward-looking statements. Such statements
are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Kosmos, which may cause
actual results to differ materially from those implied or expressed by the forward-looking statements. Further information on
such assumptions, risks and uncertainties is available in Kosmos' Securities and Exchange Commission ("SEC")
filings. Kosmos undertakes no obligation and does not intend to update or correct these forward-looking statements to reflect
events or circumstances occurring after the date of this press release, except as required by applicable law. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking
statements are qualified in their entirety by this cautionary statement.
###
CONTACT:
Investor Relations
Jamie Buckland
+44 (0) 203 954 2831
jbuckland@kosmosenergy.com
Rhys Williams
+1-214-445-9693
rwilliams@kosmosenergy.com
Media Relations
Thomas Golembeski
+1-214-445-9674
tgolembeski@kosmosenergy.com

text:
Kosmos
Energy

text: DEEP GULF ENERGY

text: Kosmos Energy

text: Deep Gulf Energy

text: DGE

text: DGE

text: Deep Gulf Energy

text: Deep Gulf Energy

text: Deep Gulf Energy

text: DGE

text: Kosmos Energy


dataset: buster

text:
EX-99.6
12
a12-22455_1ex99d6.htm
EX-99.6
Exhibit 99.6
CVSL TO BE LED BY DIRECT SELLING VETERAN JOHN ROCHON;
STRATEGY IS OUTLINED FOR DIRECT SELLING ACQUISITIONS
For Immediate Release
Dallas, TX
(September 25, 2012)
-
The closing of the first step of previously-reported transactions between Computer Vision Systems Laboratories Corp. ("CVSL") and Rochon Capital Partners, Ltd. took place today, as CVSL's new chairman, long-time direct selling leader John P. Rochon, outlined goals for an acquisition strategy for CVSL in the global direct selling channel.
Mr. Rochon announced that his plan is to make CVSL the platform for a broad strategy of acquiring multiple privately-held direct selling companies. "We believe there is an important opportunity to accomplish something significant and unique in the direct selling channel", he said.
Mr. Rochon is Chairman of Dallas-based Richmont Holdings (www.richmontholdings.com). He has owned, invested in and managed dozens of businesses in a wide variety of global industries over his nearly 40-year career. Among these, he served as Chairman and CEO of Mary Kay, Inc., one of the world's largest direct selling companies and, as general partner of Richmont Capital Partners I, which was once one of the largest shareholders of Avon Products, Inc.
As a preliminary step, CVSL has acquired 100% of the stock of Happenings Communications Group, Inc., a publishing and media company, which will be a wholly-owned subsidiary of CVSL. CVSL issued 438,086,034 shares of restricted common stock to Rochon Capital, representing 90% of the outstanding shares of CVSL's common stock. Mr. Rochon is now CVSL's chief executive officer, sole director and chairman. Mr. Rochon soon will be making announcements regarding additional directors and new management for CVSL.
"We want to offer something new in the marketplace: a specialized private-to-public platform that leverages our team's unique knowledge, the power of the direct sales channel and the combined talent of all acquired companies, to create value for CVSL's investors", he said.
"The direct selling industry worldwide is a massive, powerful and growing sales channel and a major source of microfinance for entrepreneurs around the globe, with about $130 billion in annual revenue", said Mr. Rochon. "Having been part of this industry for three decades, I know firsthand what can be accomplished in this channel. I believe direct selling is ripe for innovation. We believe we can make CVSL the vehicle for that fresh approach".
The strategy can include making use of the millions of customer relationships underlying the multiple direct selling sales forces of the acquired companies, in order to market products and opportunities using the cloud infrastructure and ideas that Mr. Rochon has pioneered during his career.
Mr. Rochon said that over the past year Richmont has identified numerous acquisition candidates to potentially become part of the CVSL strategy. He said that CVSL expects to announce initial acquisitions in the near future.
"We intend to use several principles in building CVSL. First, we believe each company should be chosen carefully, based on how well it supports the overall strategy. Second, we intend to maintain absolute "brand respect", with each company keeping its own unique identity. Third, our years of experience and our direct selling expertise can help each company's management make the most of its strengths. Finally, we will look for ways of making all companies under the CVSL umbrella more efficient through shared "back office" resources to reduce overlapping infrastructure costs and by sharing best practices and ideas", said Mr. Rochon.
Mr. Rochon noted that the majority of direct selling companies are privately held and that many owners are looking for a way to monetize their ownership while continuing to stay active in the business. "We can offer to the owner of a private, monoline direct selling company liquidity and access to new capital. His or her company can become part of a larger, diversified entity. We can offer owners and members of each company's independent sales force the opportunity to participate in a portfolio of direct selling companies".
Mr. Rochon said that, given his knowledge of the industry, some of the companies may require turnaround assistance, while others will be profitable at the point of acquisition and can focus on achieving a new level of growth. He said that CVSL initially will focus on direct sellers that offer products for health, the home and beauty.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this press release, including statements regarding future events, our future financial performance, business strategy, and acquisitions strategy, and our plans and objectives for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipate", "believe", "can", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "predict", "project", "should", or "will" or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only expectations and involve known and unknown risks, uncertainties and other factors, including the risks outlined under "Risk Factors" in our Annual Report on Form 10-K for our fiscal year ended December 31, 2011 and those discussed in other documents we file with the Securities and Exchange Commission, which may cause our actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements to differ materially from expectations.
Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this press release to conform our statements to actual results or changed expectations.
Richmont contact: Russell Mack (
rmack@richmont.net
) (972 398-7136)

label: organization

text: CVSL

text: CVSL

text: Rochon Capital Partners, Ltd.

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text: CVSL

text: CVSL

text: CVSL

text: CVSL

text: CVSL

text: CVSL

text: CVSL

text: CVSL

text: CVSL

text: CVSL

text: CVSL

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
4
ex99-1.htm
PRESS RELEASE DATED AS OF NOVEMBER 27, 2006 OF KATY INDUSTRIES, INC.
Press Release dated as of November 27, 2006 of Katy Industries, Inc.
EXHIBIT
99.1
KATY
NEWS
FOR
IMMEDIATE RELEASE
KATY
INDUSTRIES, INC. ANNOUNCES
THE
SALE OF ITS UNITED KINGDOM
CONSUMER
PLASTICS BUSINESS
ARLINGTON,
VA - November 27, 2006 - Katy Industries, Inc. (NYSE: KT) today announced that
it has sold its United Kingdom consumer plastics business to Jardin
International Holding BV. The United Kingdom consumer plastics business of
Katy
manufactures and distributes a variety of home and consumer storage products
principally under the CONTICO brand name. These products are sold through major
home improvement and mass market retail outlets. The operations are located
in
Southwestern England. Katy's commercial plastics business in the UK is not
involved in the transaction and remains a part of Katy's core commercial
operations.
"This
transaction allows Katy to dedicate more management focus on its core
businesses", said Anthony T. Castor III, President and Chief Executive Officer
of Katy Industries. "We now look forward to enhancing the value of our
businesses that sell into commercial distribution and our electrical business
units."
This
press release may contain various forward-looking
statements.
The
forward-looking statements
are
based on the beliefs of Katy's
management, as well as assumptions made by, and information currently available
to, the
company's
management. Additionally,
the
forward-looking statements are
based
on Katy's
current expectations and projections about future events and trends affecting
the financial condition of its
business. The
forward-looking statements are subject to risks and uncertainties, detailed
from
time to time in Katy's filings with the SEC, that may lead to results that
differ materially from those expressed in any forward-looking statement made
by
the
company or on its behalf.
Katy undertakes no obligation to revise or update such statements to reflect
current events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
Katy
Industries, Inc. is a diversified corporation with interests primarily in
Maintenance Products and Electrical Products.
Company
contact:
Katy
Industries, Inc.
Amir
Rosenthal
(703)
236-4300

text: KATY INDUSTRIES, INC.

text: Katy Industries, Inc.

text:
KATY
INDUSTRIES, INC.

text: Katy Industries, Inc.

text:
Jardin
International Holding BV

label: person

text: Anthony T. Castor III

text:
Katy
Industries, Inc.

text:
Katy
Industries, Inc.


text:
EX-99.1
3
exhibit99_1.htm
EXHIBIT 99.1
Neah_Shorai_pr_8k
Final, For January 8, 2015 release
Neah Power Systems Agrees to Acquire Shorai, the Leading High Performance, Lithium-ion Power Starter Battery Company
Acquisition enables customer focused product offerings
Bothell, WA (January 8, 2015) - Neah Power Systems, Inc. (OTCQB: NPWZ) an emerging leader in fuel cell-based power generation and lithium ion-based storage solutions for the unmanned aerial vehicles (defense and commercial), military, transportation and portable electronics industries, today announced that it has signed a definitive agreement to merge with Shorai, Inc., a leading provider of lithium ion-based power sports and starter battery solutions for the consumer motorsport industry. This merger is expected to be immediately accretive with Shorai reporting over $4.0 million (unaudited) revenue in for the twelve months ended December 2014 and was cash flow positive for the fourth quarter of 2014. The combined organization, which will be called Neah Power Systems, will deliver a comprehensive suite of alternative energy power generation and storage solutions through a diverse portfolio of proprietary technologies, which include 12 patents and 6 patents pending.
Chris D'Couto, Neah Power's Chief Executive Officer said, "Our customers, whether defense, commercial or consumer, want to see integrated power solutions that uses best of breed technologies in order to meet their mission critical needs. Completing this merger allows us to create product, operational and marketing, synergies to meet these customer needs. With the Formira Hydrogen on Demand
TM
and BuzzBar® Suite products generating a lot of commercial and consumer interest, this merger allows us to create compelling total solutions. We intend to update on the various product segments in more detail in the coming weeks".
David Radford, CEO of Shorai, Inc stated, "Shorai is poised for a leap in growth, and we are thrilled to have the backing and technology of Neah Power Systems to help drive our success. In the very near term, Shorai will introduce exciting new control technology in 2015 to increase our lead in lithium power battery performance. Also near production is an all-new Shorai product that addresses wider markets in motorcycle, automotive and military sales channels. Going forward Shorai manufacturing, distribution, and marketing expertise will complement Neah's patented fuel cell technologies, and together open a wide range of sales opportunities in the defense, commercial and consumer markets. The match has very clear synergies which will foster products and profitability for both companies, far beyond what either could accomplish alone".
1
Final, For January 8, 2015 release
About Neah Power Systems
Neah Power's core solutions have a small form factor, recharge instantly, and operable in air and non-air environments, providing a longer life with lower total cost of ownership. Neah Power's Solutions offerings include the patented and patent pending PowerChip®, Formira® and the BuzzBar Suite® of products. For more information visit www.neahpower.com.
About Shorai
Founded in 2010 and based in Morgan Hill, CA, Shorai, Inc. has quickly become the world's best-known producer of lithium ion power sports batteries. Shorai is leading the conversion from traditional lead-acid batteries to lighter, more efficient and higher performance lithium starter batteries. For more information visit www.shoraipower.com.
More information will be available in Neah Power's Current Report on Form 8-K, to be filed with the SEC.
# # #
For more information please contact
David Waldman
Crescendo Communications LLC
Phone: +1 (212) 671-1021
Email: npwz@crescendo-ir.com
2
Final, For January 8, 2015 release
Forward Looking Statements
Certain of the statements contained herein may be, within the meaning of the federal securities laws, "forward-looking statements", which are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, and Neah Power does not undertake any responsibility to update any of these statements in the future. Please read Neah Power's Form 10-K for the fiscal year ended September 30, 2014 and its Quarterly Reports on Form 10-Q for a discussion of such risks, uncertainties and other factors.
3

text: Neah Power Systems Agrees

text: Shorai

text: Neah Power Systems, Inc.

text: Shorai, Inc.

text: Shorai

text: David Radford

text: Shorai

text: Shorai

text: Shorai

text: Shorai

text: Shorai

text: Shorai

text: Shorai, Inc.

text: Shorai


text:
EX-99.2
4
erf_8k-ex9902.htm
PRESS RELEASE
erf_8k-ex9902.htm
Exhibit 99.2
ERF Wireless Closes on $3 Million Cash in Non-Core Network Asset Divestiture
Gas Revenues Proceeds to Be Utilized in Aggressively Accelerating Growth of Oil and
LEAGUE CITY, TX--(Marketwire - 02/16/11) - ERF Wireless Inc. (OTC.BB:
ERFW
-
News
), a leading provider of enterprise-class wireless broadband products and services, announced today that it has completed the closing and funding against the Definitive Asset Purchase Agreement executed on February 10, 2011, with KeyOn Communications Holdings Inc. (OTC.BB:
KEYO
-
News
) to sell two of its non-core WISP/wireless broadband networks. ERF received total consideration of $3 million in cash and 100,000 shares of KeyOn common stock. The two ERF Wireless networks that were sold are the Central Texas network west of Austin and the smaller North Texas network in Granbury.
Dr. H. Dean Cubley commented, "I want to personally thank all of our Central and North Texas employees for the support to our customers in these markets and the value that they have created for our shareholders since we acquired these network assets several years ago. As our focus has migrated away from being solely a WISP to a WISP having multiple vertical markets, we have had to adjust our assessment of our own networks for the long-term benefit of our shareholders. We are very pleased to announce closing on this sale of a limited portion of our WISP networks as part of our plan to rapidly expand our higher-margin vertical markets and to improve our overall corporate posture. Our primary allocation of the initial cash proceeds will be to provide aggressive growth for our oil and gas vertical subsidiary, Energy Broadband".
John Nagel, CEO of Energy Broadband, commented, "The sale of these networks will allow us to strategically redeploy capital to our higher-return, oil and gas related networks. We plan to utilize the proceeds from the divestiture to accelerate network expansion in Texas's Permian Basin and Eagle Ford Shale plays as well as North Dakota's Bakken Oil Shale. Oil and gas operators have accelerated their drilling programs in these areas by as much as 40% and are planning for additional increases in 2011 and 2012. Details regarding the accelerated rate of new drilling permits in these oil plays are being widely reported throughout the industry on a weekly basis. Oil field infrastructure such as pipelines and processing facilities are also being developed and will also require our higher-capacity broadband networks for advanced monitoring and control applications and improved customer safety standards".
Nagel went on to say, "We look forward to working with KeyOn Communications management and operational personnel, as they will continue to play a partnership role in our efforts moving forward based on us also having executed a Master Services Agreement ('MSA') as a component of the sale. The MSA allows Energy Broadband to capitalize on the use of KeyOn's networks across 4 of the 11 states where they currently have networks and operations in oil and gas territories; with the initial focus in Texas and Kansas".
For more information regarding Energy Broadband's full range of communication products and capabilities for the oil and gas industry as well as our current and projected areas of coverage, including the Eagle Ford Shale, potential customers should contact our sales staff at 888-770-7052. A new coverage map showing both existing and planned Energy Broadband wireless coverage in Texas, New Mexico, Oklahoma, Louisiana, Arkansas, Wyoming and Colorado may be accessed at
http://www.erfwireless.com/oil_gas_map_big.html
.
About ERF Wireless
ERF Wireless Inc. is a fully reporting public corporation located in League City, Texas, and is the parent company of Energy Broadband Inc., ERF Enterprise Network Services, ERF Bundled Wireless Services, ERF Wireless Messaging Services and ERF Network Services. The company specializes in providing wireless and broadband product and service solutions to enterprise, commercial and residential clients on a regional, national and international basis. Its principals have been in the wireless broadband, network integration, triple-play FTTH, IPTV and content delivery business for more than 40 years. For more information, please visit our websites at
www.erfwireless.com
and
www.erfwireless.net
or call 281-538-2101. (ERFWG)
About KeyOn Communications Holdings Inc.
KeyOn Communications Holdings Inc. (OTC.BB:
KEYO
-
News
) is one of the largest providers of wireless broadband, satellite and voice over Internet protocol (VoIP) services in the United States, primarily targeting underserved markets with populations generally less than 50,000. KeyOn offers broadband services with VoIP and satellite video services to both residential and business subscribers across 11 Western and Midwestern states. Through a combination of organic growth and acquisitions, KeyOn has expanded its network footprint to reach approximately 55,000 square miles and cover over 2,800,000 people, as well as small-to-medium businesses. With its successful track record of acquiring companies through its Rural UniFi initiative and growth of its overall subscriber base, KeyOn is one of the leading wireless broadband companies in the United States. Management intends to drive subscriber growth through additional acquisitions as well as organic growth across the company's expanding footprint by offering bundled services including broadband, video, VoIP and related valuable services such as the Bullseye Club. The company also intends to opportunistically build mobile and/or nomadic WiMAX networks in and around its market footprint. More information on KeyOn can be found at
http://www.keyon.com
. Companies interested in participating in Rural UniFi can visit
www.keyon.com/ruralunifi.html
.
Forward-looking statements in this release regarding ERF Wireless Inc. and its wholly owned subsidiary Energy Broadband Inc. are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including, without limitation, continued acceptance of the company's products, increased levels of competition, new products and technological changes, the company's dependence upon third-party suppliers, intellectual property rights, and other risks detailed from time to time in the company's periodic reports filed with the Securities and Exchange Commission.
Contact:
ERF Wireless Inc.
Clareen O'Quinn
281-538-2101 ext. 113
Email Contact

text: ERF Wireless

text: ERF Wireless Inc.

text: KeyOn Communications Holdings Inc.

text: ERF Wireless

text: H. Dean Cubley

text: John Nagel

text: ERF Wireless

text: ERF Wireless Inc.

text: ERF Wireless

text: KeyOn Communications Holdings Inc.

text: KeyOn Communications Holdings Inc.

text: ERF Wireless Inc.

text: ERF Wireless Inc.


text:
EX-99.2
4
exh99-2_pressrelease.htm
GSE SYSTEMS, INC. ACQUIRES TRUE NORTH CONSULTING, LLC
Exhibit 99.2
FOR IMMEDIATE RELEASE
GSE Systems, Inc. Acquires True North Consulting, LLC
-- Strengthens GSE's global leadership in technical engineering solutions for ASME code --
-- Projected to add more than $10 million to GSE's annual revenue --
-- Transaction anticipated to be immediately accretive to GSE's adjusted earnings --
-- GSE secures $25 million delayed draw term loan to fund acquisitions --
COLUMBIA, MD - May 14, 2018 - GSE Systems, Inc.
("GSE" or "the Company") (Nasdaq: GVP), a leader in real-time high-fidelity simulation systems, training/consulting and technology-enabled engineering solutions to the power and process industries,
today announced that the Company acquired True North Consulting, LLC ("True North"), a respected provider of specialty engineering solutions to the nuclear power industry.
Founded in 1999 in Montrose, Colorado, True North generated revenue of approximately $11 million, of which over 85% came from the nuclear power industry, for the year-ended December 31, 2017. True North employs roughly 60 full-time and part-time professionals with expertise in areas such as in-service testing for engineering programs focused on ASME OM code including Appendix J, balance of plant programs, thermal performance, in-service inspection for specialty engineering including ASME Section XI, and software solutions.
Kyle Loudermilk, GSE's President and Chief Executive Officer, commented, "The acquisition of True North Consulting broadens our engineering services offering, expands our relationships with several of the largest nuclear energy providers in the United States, and adds a highly specialized, complimentary talent pool to our employee base. True North has built a stellar reputation in the industry, particularly in technical areas such as ASME code expertise, and will expand the portfolio of services we can provide to our customers. We believe True North is a powerful strategic fit with GSE, strengthening our position as the "go to" solutions provider to the power industry. The addition of True North advances our strategy to create value for our customers, employees and shareholders through consolidating a fragmented ecosystem of vendors serving the nuclear power industry".
Transaction Details
GSE acquired 100% of the equity interest of True North for $9.75 million, subject to customary pre- and post-closing working capital adjustments. The transaction closed on May 11, 2018. GSE projects that True North will generate on an annualized basis revenue of approximately $10 million, add approximately $4 million to GSE's backlog and, after identified synergies are implemented, contribute adjusted EBITDA of approximately $2 million. GSE also projects that the transaction will be immediately accretive to GSE's adjusted earnings per share. For reporting purposes, True North will be included in GSE's Performance Improvement Solutions segment.
Chris Sorrells, GSE's Chief Operating Officer, commented, "Our purchase of True North is expected to be immediately accretive to GSE's adjusted earnings per share and will add a stable revenue stream to the GSE platform with attractive EBITDA margins and strong cash flow potential. After completion of this transaction, GSE's pro forma Adjusted EBITDA for the last twelve months approaches $8 million and our pro forma balance sheet remains strong with approximately $12.4 million in cash and $10 million in long-term debt. In the last eight months, through our strategic acquisitions of Absolute Consulting and True North, we project that we will have added an estimated $40-$50 million in annual revenue and an increase of $3.5-$4.0 million in annual adjusted EBITDA. We continue to work diligently to pursue other similar acquisition opportunities that can enhance shareholder value".
Amended and Restated Credit and Security Agreement with Citizens Bank
On May 11, 2018, GSE entered into an amended and restated credit agreement with Citizens Bank (the "Lender"), consisting of a five-year $5 million revolving line of credit and a five-year $25 million delayed draw term loan facility to fund acquisitions approved by the Lender. GSE drew on the term loan facility to fund the acquisition of True North. Following the transactions associated with the acquisition, GSE will owe $9.75 million on the term loan facility.
"Providing acquisition financing that supports GSE's growth strategy and longer-term Vision 2020 objectives is an example of how Citizens delivers substantial value for our clients", said Daniel K. Fitzpatrick, President of Citizens Bank, Mid-Atlantic Region, and Head of National Industry Verticals Banking. "At Citizens, we try to think about the needs of our clients from their point of view and offer a range of solutions".
ABOUT GSE SYSTEMS, INC
.
GSE Systems, Inc. is a leader in real-time high-fidelity simulation systems, training/consulting and technology-enabled engineering solutions to the power and process industries. GSE's products and services are tailored to help customers achieve performance excellence in design, training, compliance and operations. The Company has over four decades of experience, more than 1,100 installations, and hundreds of customers in over 50 countries spanning the globe. GSE Systems is headquartered in Sykesville (Baltimore), Maryland, with offices in Columbia, Maryland, Navarre, Florida, Montrose, Colorado, and Beijing, China. Information about GSE Systems is available at
www.gses.com
.
FORWARD LOOKING STATEMENTS
We make statements in this press release that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements reflect our current expectations concerning future events and results. We use words such as "expect", "intend", "believe", "may", "will", "should", "could", "anticipates", and similar expressions to identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties, and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
NON-GAAP FINANCIAL STATEMENTS
Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles ("GAAP"). We believe that Adjusted EBITDA, in addition to operating profit, net income and other GAAP measures, is useful to investors to evaluate financial results because it excludes certain items not directly related to core operating performance that may, or could, have a disproportionate positive or negative impact on results for any particular period. Investors should recognize that Adjusted EBITDA might not be comparable to similarly-titled measures of other companies. We define EBITDA as earnings before interest, taxes, depreciation and amortization ("EBITDA"). We define Adjusted EBITDA as EBITDA plus adjustments for consulting support for finance restructuring, stock-based compensation expense, restructuring charges, gain/loss from the changes in fair value of contingent consideration, acquisition-related expense, and bankruptcy related expenses. We define Adjusted Earnings Per Share as earnings per share plus adjustments for consulting support for finance restructuring, stock-based compensation expense, restructuring charges, gain/loss from the changes in fair value of contingent consideration, acquisition-related expense, bankruptcy related expenses, and tax reform impact. With respect to Adjusted EBITDA and Adjusted Earnings Per Share on a forward-looking basis and as a combined company with True North, a reconciliation of the difference between this non-GAAP expectation and the corresponding GAAP measure (expected net income and earnings per share) is not available without unreasonable effort due to potentially high variability, complexity and low visibility as to the items that would be excluded from the GAAP measure in the relevant future period, such as unusual gains and losses, adjustments to the provision for income taxes, depreciation of fixed assets, amortization of intangibles, costs related to restructuring actions and interest expense, and certain anticipated cost synergies, the impact and timing of potential acquisitions and divestitures, and other structural changes or their probable significance. The variability of the excluded items may have a significant, and potentially unpredictable, impact on our future GAAP financial results.
Company Contact
The Equity Group Inc.
Chris Sorrells
Kalle Ahl, CFA
Chief Operating Officer
(212) 836-9614
GSE Systems, Inc.
kahl@equityny.com
(410) 970-7802

text: GSE SYSTEMS, INC.

text: TRUE NORTH CONSULTING, LLC

text: GSE Systems, Inc.

text: True North Consulting, LLC

text: GSE

text: GSE

text: GSE

text: GSE

text: GSE Systems, Inc.

text: GSE

text: True North Consulting, LLC

text: True North

text: True North

text: True North

text: GSE

text: True North Consulting

text: True North

text: True North

text: GSE

text: True North

text: GSE

text: True North

text: GSE

text: True North

text: GSE

text: GSE

text: GSE

text: True North

text: GSE

text: GSE

text: True North

text: GSE

text: GSE

text: GSE

text: Absolute Consulting

text: True North

text: GSE

text: GSE

text: True North

text: GSE

text: GSE

text: Daniel K. Fitzpatrick

text: GSE Systems, Inc.

text: GSE

text: True North

text: GSE Systems, Inc.


text:
EX-99.1
4
maddicpressrelease.htm
EXHIBIT 99.1
Exhibit
Lawson Products Acquires Mattic Industries
Lawson's fourth acquisition in 14 months
CHICAGO - November 15, 2016 - Lawson Products, Inc. (NASDAQ:LAWS), a distributor of products and services to the MRO and automotive marketplaces, today announced it has completed the acquisition of Mattic Industries Limited, a Vancouver-based distribution company.
Founded in 1982, Mattic Industries is a leading distributor of rivets, fasteners and other industrial components throughout Western Canada. Similar to Lawson, the company also provides vendor managed inventory (VMI) services to customers.
Mattic has distribution centers in Surrey, British Columbia and Calgary, Alberta. Lawson Products gains 18 employees, including 10 sales representatives with the acquisition.
"Mattic has strong, long-lasting customer relationships and its employees are known for their deep product knowledge of fasteners and applications for the trucking industry", said Michael DeCata, president and chief executive officer, Lawson Products.
"This acquisition complements both companies' strengths in providing outstanding customer service, particularly within fleet management and the oil and gas industry. We've expanded Lawson's footprint in North America and are positioned to immediately grow this business and capitalize on the Canadian market opportunity", DeCata said.
"I'm proud of the Mattic team's achievements and I'm thrilled to have found in Lawson a company that shares our values and our focus on being close to customers to meet their needs", said John Matthew, president and founder, Mattic Industries.
Key sales and management members will continue in their leadership roles. John Matthew will remain on board during the transition. Third Coast Capital Advisors served as financial advisor to Lawson Products. Lawson Products' acquisition of Mattic Industries closed November 15, 2016. Transaction consideration was not disclosed.
About Lawson Products, Inc.
Founded in 1952, Lawson Products (NASDAQ: LAWS) is an industrial distributor of maintenance and repair products. Lawson carries a comprehensive line of products and provides inventory management services to the industrial, commercial, institutional and government maintenance, repair and operations (MRO) market. With several strategically located distribution centers in North America, Lawson ships to customers in all 50 states, Puerto Rico, Canada, Mexico and the Caribbean. Under its Kent Automotive brand, the Company supplies products to collision and mechanical repair shops as well as automotive OEMs. For additional information, please visit https://www.lawsonproducts.com or https://www.kent-automotive.com.
Media Contact:
Lawson Products, Inc.
Julie Baron
847-525-3043
Julie@CommunicationWorks.biz
or
Investor Relations:
Lawson Products, Inc.
Ronald J. Knutson
Executive Vice President, Chief Financial Officer
773-304-5665
Ron.Knutson@lawsonproducts.com

text: Lawson Products

text:
Mattic Industries
Lawson

text: Lawson Products, Inc.

text: Mattic Industries Limited

text: Mattic Industries

text: Lawson Products

text: Lawson Products

text: John Matthew

text: Mattic Industries

text: John Matthew

text: Third Coast Capital Advisors

text: Lawson Products

text: Lawson Products

text: Mattic Industries

text: Lawson Products, Inc.

text: Lawson Products

text: Lawson Products, Inc.

text: Lawson Products, Inc.


text:
EX-99.1
2
ex9918-kcrestmarkclosingpr.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
Meta Financial Group, Inc.® Completes Acquisition of Crestmark® Bancorp, Inc.
Acquisition propels Meta into national commercial and industrial lending
Sioux Falls, S.D., August 1, 2018 (GLOBE NEWSWIRE) - Meta Financial Group, Inc.® (Nasdaq: CASH) ("Meta" or the "Company") the holding company for MetaBank®, announced today that it completed the previously announced acquisition of Crestmark® Bancorp, Inc. and its Michigan state-chartered bank subsidiary, Crestmark Bank. Crestmark has provided business-to-business commercial financing for over 21 years.
Effective as of the closing of the transaction, W. David Tull, Crestmark's Chairman and Chief Executive Officer, and Michael R. Kramer, a member at the law firm Dickinson Wright, PLLC, were appointed to the board of directors of Meta and MetaBank. Mick Goik, President and Chief Operating Officer of Crestmark, was named Executive Vice President of MetaBank and President of the Meta Commercial Finance Division, which will include Crestmark. Crestmark will continue to operate from its headquarters in Troy, Michigan.
The acquisition was first publicly announced on January 9, 2018, and was consummated following receipt of regulatory and shareholder approvals. Pursuant to the terms of the transaction, Crestmark shareholders are entitled to receive 2.65 shares of Meta common stock for each share of Crestmark common stock. The aggregate value of the acquisition, based on the closing price of Meta shares on July 31, 2018 of $89.45, is $316.1 million.
"The completion of the acquisition of Crestmark provides us with a national commercial and industrial lending platform", said J. Tyler Haahr, Chairman and CEO of Meta. "We believe this acquisition represents an amazing synergistic opportunity for our commercial insurance premium financing division, AFS/IBEX. We welcome Mick and the Crestmark team to Meta".
"Meta is a perfect fit for Crestmark", said Mr. Goik. "Our combined strengths and strategies will enhance Meta's presence in the commercial lending industry. Crestmark's lending platform and industry position, coupled with Meta's low-cost deposit base and strong balance sheet, will bring transformational change to the Company".
Advisors
Raymond James & Associates, Inc. acted as financial advisor to Meta. Katten Muchin Rosenman LLP served as legal counsel to Meta. Sandler O'Neill + Partners, L.P. acted as financial advisor to Crestmark. Dickinson Wright PLLC served as legal counsel to Crestmark.
Forward Looking Statements
The Company and MetaBank (the "Bank") may from time to time make written or oral "forward-looking statements", including statements contained in this press release, the Company's filings with the Securities and Exchange Commission ("SEC"), the Company's reports to stockholders, and in other communications by the Company and the Bank, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as "may", "hope", "will", "should", "expect", "plan", "anticipate", "intend", "believe", "estimate", "predict", "potential", "continue", "could", "future", or the negative of those terms, or other words of similar meaning or similar expressions. You should carefully read statements that contain these words because they discuss our future expectations or state other "forward-looking" information.
These forward-looking statements are based on information currently available to Meta and assumptions about future events, and include statements with respect to the Company's beliefs, expectations, estimates, and intentions, which are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond the Company's control. Such risks, uncertainties and other factors may cause our actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in or implied by these forward-looking statements. These statements include, among others, statements regarding the potential strengths of and other expectations for the Company following the acquisition of Crestmark and the anticipated synergies of the combined businesses. The potential risks, uncertainties and other factors that could cause actual results to differ from those projected include, among other things, the risk that the businesses of Meta and MetaBank, on the one hand, and Crestmark and Crestmark Bank, on the other hand, may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; the expected growth opportunities, beneficial synergies and/or operating efficiencies from the acquisition may not be fully realized or may take longer to realize than expected; and customer losses and business disruption following the consummation of the acquisition. We caution you not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release speak only as of the date hereof. Additional discussions of factors affecting the Company's business and prospects are reflected under the caption "Risk Factors" and in other sections of the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2017, and in other filings made with the SEC. The Company expressly disclaims any intent or obligation to update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of the Company or its subsidiaries, whether as a result of new information, changed circumstances or future events, or for any other reason.
About Meta Financial Group
Meta Financial Group, Inc.® (Nasdaq: CASH) is the holding company for the financial services company MetaBank® ("Meta"). Founded in 1954, Meta has grown to operate in several different financial sectors: community banking, national lending, payments and tax services. Meta works with high-value niche industries, strategic-growth companies and technology adopters to grow their businesses and build more profitable customer relationships. Meta tailors solutions for bank and non-bank businesses, and provides a focused partnership approach. The organization is helping to shape the evolving financial services landscape by directly investing in innovation, and acquiring complementary businesses that strategically expand its suite of services. Meta has nearly 1,200 employees and offices in 11 states, with its corporate headquarters in Sioux Falls, S.D. For more information, visit the Meta Financial Group website or LinkedIn.
Media Contact:
Investor Relations Contact:
Katie LeBrun
Brittany Kelley Elsasser
Corporate Communications Director
Director of Investor Relations
605.362.5140
605.362.2423
klebrun@metabank.com
bkelley@metabank.com

text: Meta Financial Group, Inc.®

text: Crestmark® Bancorp, Inc.

text: Meta Financial Group, Inc.®

text: Crestmark® Bancorp, Inc.

text: Crestmark

text: Crestmark

text: Crestmark

text: Mick Goik

text: Crestmark

text: Crestmark

text: Crestmark

text: Crestmark

text: Crestmark

text: Crestmark

text: J. Tyler Haahr

text: Crestmark

text: Crestmark

text: Crestmark

text: Raymond James & Associates, Inc.

text: Katten Muchin Rosenman LLP

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

text: Crestmark

text: Dickinson Wright PLLC

text: Crestmark

text: Crestmark

text: Crestmark

text: Crestmark

text: Meta Financial Group, Inc.®


text:
EX-99.2
20
v425659_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Global Defense & National Security
Systems, Inc.
Successfully Completes Transaction with STG Group Inc.
Transaction Strengthens STG's Position
at the Center of U.S. National Security
Provides Potential for Increased
Organic Growth and Capital for Strategic M&A Opportunities
RESTON, Va., November 24, 2015 - Global
Defense & National Security Systems Inc. (NASDAQ: GDEF) ("GDEF" or the "Company"), a special purpose
acquisition company focused on the U.S. defense and national security sector, today announced the successful completion yesterday,
November 23, 2015, of the previously announced transaction with STG Group, Inc. ("STG"), a leading provider of cyber,
software and intelligence solutions to the U.S. government. At the closing of this transaction, the company changed its name
to STG Group, Inc., and anticipates trading under the ticker STGG shortly.
Simon Lee, Founder and Chairman of STG, said "We are pleased
to welcome our investors and partners in a deal that positions STG to realize its full potential. I look forward to working together
with my board colleagues as we pursue new growth opportunities and build a market leader to create value for investors, clients
and employees".
Damian Perl, Chairman of GDEF and Chairman and CEO of Global
Strategies Group, said, "We launched our GDEF initiative in 2013 and have precisely achieved our objective. In STG we have
a highly capable platform from which to build a leading, mission focused business across U.S. defense and national security, utilizing
our considerable operational and investment experience".
The transaction is expected to create significant opportunities
for growth by combining STG's broad client base and significant differentiated capabilities with GDEF's extensive network
of government and industry relationships and business best practices. The company intends to pursue acquisitions of innovative
mission-critical companies to enhance and complement its current capability and serve a large addressable market.
Leadership
With the closing of this transaction, the company
has changed the composition of its Board of Directors. Mr. Lee will serve as Chairman of the Board
of Directors; he is joined on the Board by Mr. Perl, Chairman and CEO of Global Strategies Group; Hon.
David Gompert, former Acting Director of National Intelligence; Hon. Ronald Spoehel, former CFO of NASA and ManTech; and Vice
Admiral (Ret.) Robert Murrett, former Director of the National Geospatial-Intelligence Agency. Paul Fernandes will
continue as President and Chief Operating Officer and newly appointed Charles Cosgrove will serve as Chief Financial
Officer. Dale Davis, Chief Executive of GDEF and SVP Operations of Global Strategies Group, will take the role of Chief Integration
Officer with the company, with broad ranging responsibility for integration and operational best practice.
Advisors
Cowen and Company, LLC served as financial advisor to
GDEF on this transaction, and Morrison & Foerster LLP is serving as legal counsel. Holland and
Knight, LLP served as legal counsel to STG on this transaction.
About STG
STG, Inc. is a specialist provider of mission-critical technology,
cyber and data solutions to more than 50 US Federal Agencies. Applying decades of experience, the company works to ensure
the security of the digital domain, the effectiveness of complex IT systems and the delivery of quality intelligence to decision
makers. STG is headquartered in Reston, VA, and has employees based across the United States and overseas
.
STG is a Washington Technology Top 100 Company.
About GDEF
Global Defense & National Security Systems, Inc. (Nasdaq:
GDEF) is a public company formed to acquire operating business in the U.S. defense and national security sectors. GDEF
was established in 2013 by the leadership of Global Strategies Group (GLOBAL), an international defense and national security company
operating and investing in the sector since 1998. GDEF was established as part of the GLOBAL mission to build technology businesses operating
at the nexus of U.S. defense and national security priorities.
Forward Looking Statements
This presentation contains forward-looking statements that involve
risks and uncertainties concerning the proposed business combination between GDEF and STG, STG's
expected financial performance, as well as STG's strategic and operational plans. Forward-looking statements relate
to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. Terms such as "anticipate", "believe", "continue,"
"could", "estimate", "expect", "intend", "may", "might,"
"plan", "possible", "potential", "predict", "should", "would"
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking. Actual events or results may differ materially from those described in this written communication
due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the risk that the expected
benefits from the transaction may not be fully realized or may take longer to realize than expected; disruptions in the business
related to the transaction may make it more difficult for the Company to maintain relationships with customers, employees or suppliers
and other risks and uncertainties associated with the combination. In addition, please refer to the "Risk Factors"
in documents that GDEF filed with the SEC on Forms 10-K, 10-Q and 8-K, as well as in GDEF's definitive proxy statement on
Schedule 14A filed with the SEC on October 22, 2015. The filings by GDEF identify and address other important factors that could
cause its financial and operational results to differ materially from those contained in the forward-looking statements set forth
in this written communication. GDEF is under no duty to update any of the forward-looking statements after the date of this written
communication to conform to actual results.
CONTACTS:
Joele Frank, Wilkinson Brimmer Katcher
Jamie Moser / Leigh Parrish
212-355-4449

text: STG Group Inc.

text: STG Group, Inc.

text: STG Group, Inc.

text: Simon Lee

text: Damian Perl

text: Cowen and Company, LLC

text: Morrison & Foerster LLP

text:
Holland and
Knight, LLP


text:
EX-99.1
2
v097703_ex99-1.txt
ACORN FACTOR
Acorn Factor Announces Sale of Shares in Comverge Follow-On Offering
-- Received Net Proceeds of $28.4 Million --
Montchanin, Delaware, December 14, 2007 Acorn Factor, Inc. (OTC Bulletin Board:
ACFN) announced today that it has closed on the sale of a portion of its equity
stake in Comverge, Inc., as part of an underwritten follow-on offering of
Comverge stock by Comverge and certain selling stockholders In the follow-on
offering, Acorn Factor sold 1,022,356 Comverge shares at a price to the public
of $29.00 per share, including 133,351 shares sold pursuant to the underwriters'
exercise of their options to purchase additional shares to cover
over-allotments.
The net proceeds to Acorn Factor from the sale of the shares were $28.4 million.
These net proceeds will be used to repay the loan which the Company took at the
time of its purchase of SCR-Tech in November 2007, to finance possible future
acquisitions in the energy intelligence sector, to prepay certain outstanding
debentures and/or for general corporate purposes.
Following the closing of the offering, Acorn Factor continues to be Comverge's
largest shareholder with 1,763,665 Comverge shares, representing 8.6% of
Comverge's outstanding stock.
Citi and Goldman, Sachs & Co. acted as joint book-running managers of the
offering. Cowen and Company, LLC and RBC Capital Markets Corporation acted as
co-lead managers. Stephens Inc. and Pacific Growth Equities, LLC acted as
co-managers. A copy of the final prospectus relating to the offering may be
obtained from Citi, Brooklyn Army Terminal, 140 58th Street, 8th Floor,
Brooklyn, N.Y. 11220, (718) 765-6732, fax (718) 765-6734 and Goldman, Sachs &
Co., Attn: Prospectus Dept., 85 Broad St., New York, N.Y. 10004, fax (212)
902-9316 or email at prospectus-ny@ny.email.gs.com.
A registration statement relating to these securities has been filed with and
declared effective by the Securities and Exchange Commission. This press release
shall not constitute an offer to sell, or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
About Acorn Factor
Acorn Factor specializes in acquiring and accelerating the growth of emerging
ventures that promise improvement in the economic and environmental efficiency
of the energy sector. Acorn aims to take primarily controlling positions in
companies led by great entrepreneurs and add value by supporting those companies
with branding, positioning, strategy and business development. Acorn Factor is a
global company with equity interests in Comverge, the leading clean capacity
provider of energy solutions through demand response; SCR-Tech LLC, the leading
provider of catalyst regeneration technologies and services to reduce NOx
emissions by fossil-fuel power plants; Paketeria AG, a German super services
provider; dsIT a leader in underwater security systems for strategic coastal
energy infrastructure; and Local Power, Inc., the creator of Community Choice
Aggregation, a revolution in renewable power and retail markets for electricity.
Acorn Factor's shares have been approved for listing, and are expected to
commence trading on, the NASDAQ Capital Market on Monday, December 17, 2007,
under the current symbol "ACFN".
CONTACT:
Christianna Miller
Director of Communications
Acorn Factor, Inc.
(302)-656-1707

text: ACORN FACTOR

text: Acorn Factor

text: Acorn Factor

text: Acorn Factor

text: Acorn Factor

text: Acorn Factor

text: Acorn Factor

text: Acorn Factor

text: Acorn Factor

text: SCR-Tech LLC

text: Paketeria AG

text: Acorn Factor

text: Christianna Miller

text: Acorn Factor


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
CENTRAL
EUROPEAN MEDIA ENTERPRISES
RAISES
MORE THAN $700 MILLION
AND
ACQUIRES TV NOVA
Company
Solidifies Leading Position in Central and Eastern Europe
HAMILTON,
BERMUDA, May 6, 2005 -Central European Media Enterprises Ltd. ("CME") (NASDAQ:
CETV) today announced that it has raised $709 million in debt and equity and
completed its acquisition of a controlling interest in TV Nova, the premier
television network in Central and Eastern Europe. The acquisition of TV Nova,
which reaches 10 million people in the Czech Republic, increases CME's footprint
to approximately 90 million people in six Central and Eastern European
countries.
CME has
successfully tapped the high yield market to issue Euro 370 million
(approximately $477 million) senior notes, consisting of Euro 245 million
(approximately $316) 8.25% senior notes due 2012 and Euro 125 million
(approximately $161 million) senior floating rate notes due 2012, which bear
interest at a rate equal to six-month EURIBOR plus 5.5%. CME received net
proceeds of approximately Euro 361 million (approximately $466 million) from the
issuance. In addition, CME has sold approximately 5.4 million shares of its
Class A common stock in a public offering that closed at the same time. CME
previously announced that it had entered into an underwriting agreement with
J.P. Morgan Securities Ltd., Lehman Brothers Inc. and ING Bank N.V. London
Branch providing for a public offering of 4.7 million shares of its Class A
common stock. Pursuant to the terms of the underwriting agreement, the
underwriters have exercised their option to purchase up to 705,000 additional
shares of Class A common stock. CME received net proceeds of approximately $232
million from this sale.
In
conjunction with the financing, CME has announced that it has acquired 85% of
PPF's interest in the TV Nova group for approximately $630 million. The
consideration includes cash of approximately $490 million and 3.5 million
unregistered shares of CME's Class A Common Stock issued to PPF. The final price
will be determined on the basis of a post-completion audit of movements in the
indebtedness and working capital of the TV Nova group.
In a
related transaction where CME has agreed with Peter Krsak to acquire his
minority interest in CET 21 s.r.o., which holds the TV Nova broadcast license,
both the Czech Council on Radio and Television Broadcasting and the shareholders
of CET 21 have consented to this transfer. CME expects to complete this
acquisition by the third quarter of 2005. Following the acquisition of Mr.
Krsak's interest in CET 21, CME intends to exercise its right to acquire from
PPF its remaining 15% in the TV Nova group held by PPF. It is anticipated that
the total investment by CME to acquire 100% of the TV Nova group will be
approximately $930 million.
Michael
Garin, CME's CEO commented, "This is a landmark moment for CME. We are thrilled
with our acquisition of TV Nova, the region's premier television network. It is
highly profitable and represents a strong strategic fit with our existing
networks, which greatly enhances our long-term outlook. Our successful issuance
of the notes and public offering of our shares demonstrates the confidence of
the markets in our proven track record and our prospects. We have now
established a solid foundation on which we can continue to build. TV Nova will
double the size of CME's revenues and add significant operating and net income.
With this transaction and our buying out the minority interests in TV Nova, we
have achieved one of the key goals of our growth strategy. We have moved from
being a leading broadcaster in Central and Eastern Europe to being the dominant
one."
-continued-
Page
2 of 2
Forward-Looking
and Cautionary Statements
This
press release contains forward-looking statements, including statements
regarding the expected date of completion of the purchase of Mr. Krsak's
minority interest in CET 21, the expected acquisition of the remaining minority
interest of PPF in the TV Nova group, the anticipated total investment to
acquire the TV Nova group, the expected impact of the acquisition of TV Nova on
CME's consolidated revenues, operating income and net income, the contribution
of TV Nova to enhancing our long term growth and market position, the benefit of
operating synergies with CME's other markets, and business strategies and
commitments. For these statements and all other forward-looking statements, we
claim the protection of the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are inherently subject to risks and uncertainties, many of which
cannot be predicted with accuracy or are otherwise beyond our control and some
of which might not even be anticipated. Future events and actual results,
affecting our strategic plan as well as our financial position could differ
materially from those described in or contemplated by the forward-looking
statements. Important factors that contribute to such risks include, but are not
limited to, the rate
of development of advertising markets in countries where we operate, general
market and economic conditions in these countries, the US and Western Europe,
the renewals of broadcasting licenses, the general regulatory environment and
compliance, the ability to acquire programming and the ability to attract
audiences.
Central
European Media Enterprises Ltd. (CME) is a TV broadcasting company with leading
stations in six Central and Eastern European countries reaching an aggregate of
approximately 90 million people. The Company's television stations are located
in Croatia (NOVA TV), the Czech Republic (TV NOVA) Romania (PRO TV, ACASA, PRO
CINEMA), Slovakia (MARKIZA), Slovenia (POP TV, KANAL A) and Ukraine (STUDIO
1+1). CME is traded on the NASDAQ under the ticker symbol "CETV".
###
For
additional information, please visit www.cetv-net.com or contact:
United
States:
United
Kingdom:
Jonathan
Lesko/Michael Smargiassi (Investors)
Olga
Shmuklyer (Press)
Brainerd
Communicators, Inc.
+1-212-986-6667
Wallace
Macmillan (Investors)
Vice
President Finance &
Chief
Financial Officer
+44-20-7430-5430

text: TV NOVA

text: Central European Media Enterprises Ltd.

text: TV Nova

text: TV Nova

text: TV Nova group

text: TV Nova group

text: TV Nova

text: TV Nova group

text: TV Nova

text: TV Nova

text: TV Nova

text: TV Nova

text: TV Nova group

text: TV Nova group

text: TV Nova

text: TV Nova

text:
Central
European Media Enterprises Ltd.

text: TV NOVA


text:
EX-99.2
2
y87199exv99w2.htm
EX-99.2
exv99w2
Exhibit 99.2
Contact:
Jacqualyn Fouse
Tim Smith
Senior Vice President,
Director,
Chief Financial Officer
Investor Relations
Celgene Corporation
Celgene Corporation
(908) 673-9956
(908) 673-9951
CELGENE COMPLETES ACQUISITION OF ABRAXIS
SUMMIT, NJ - (October 15, 2010) -
Celgene Corporation (NASDAQ: CELG) today announced it has
completed its acquisition of Abraxis BioScience, Inc. For each share of Abraxis common stock,
Abraxis shareholders will receive (i) $58.00 in cash (ii) 0.2617 shares of Celgene common stock,
and (iii) one tradeable Contingent Value Right (CVR), which entitles its holder to receive a pro
rata share of potential payments for future regulatory milestones and commercial royalties.
The CVR's are listed on NASDAQ under the symbol "CELGZ" and are anticipated to begin trading at the
market open on Monday, October 18, 2010. Abraxis shares will be delisted from NASDAQ and trading
will cease by the close of business on Friday, October 15, 2010.
The transaction adds ABRAXANE for Injectable Suspension (paclitaxel protein-bound particles for
injectable suspension) (albumin-bound) to the company's existing portfolio of leading cancer
products and offers another significant scientific platform that may drive future development.
"By bringing together the tremendous potential of Abraxis with the experience and success of
Celgene, we are building a global leader in oncology", said Bob Hugin, Chief Executive Officer of
Celgene Corporation. "We have now bolstered our solid tumor pipeline with a therapy that we believe
has great potential in areas of significant unmet medical need. We believe that our combined
capabilities can maximize the clinical, regulatory and commercial potential of ABRAXANE and
nab
technology worldwide".
Celgene expects the acquisition to be modestly dilutive to non-GAAP earnings in 2011 and accretive
to non-GAAP earnings in 2012 and beyond.
About ABRAXANE
®
ABRAXANE is a solvent-free chemotherapy treatment option for metastatic breast cancer which was
developed using Abraxis BioScience's proprietary
nab
®
technology platform. This
protein-bound chemotherapy agent combines paclitaxel with albumin, a naturally-occurring human
protein. By wrapping the albumin around the active drug, ABRAXANE can be administered to patients
at higher doses, delivering higher concentrations of paclitaxel to the tumor site than
solvent-based paclitaxel. ABRAXANE is currently in various stages of investigation for the
treatment of the following cancers: expanded applications for metastatic breast, non-small cell
lung, malignant melanoma, pancreatic and gastric.
The U.S. Food and Drug Administration approved ABRAXANE for Injectable Suspension (paclitaxel
protein-bound particles for injectable suspension) (albumin-bound) in January 2005 for the
treatment of breast cancer after failure of combination chemotherapy for metastatic disease or
relapse within six months of adjuvant chemotherapy. Prior therapy should have
included an anthracycline unless clinically contraindicated. For the full prescribing information
for ABRAXANE please visit http://www.abraxane.com.
About Celgene
Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical
company engaged primarily in the discovery, development and commercialization of novel therapies
for the treatment of cancer and inflammatory diseases through gene and protein regulation. For more
information, please visit the Company's website at www.celgene.com.
This release contains certain forward-looking statements which involve known and unknown risks,
delays, uncertainties and other factors not under Celgene's control. The Company's actual results,
performance, or achievements could be materially different from those projected by these
forward-looking statements. The factors that could cause actual results, performance, or
achievements to differ from the forward-looking statements include the possibility that the
expected benefits from the merger will not be realized, or will not be realized within the
anticipated time period; the risk that Celgene's and Abraxis' businesses will not be integrated
successfully; the possibility of disruption from the merger making it more difficult to maintain
business and operational relationships; any actions taken by either of the companies, including but
not limited to, restructuring or strategic initiatives (including capital investments or asset
acquisitions or dispositions); and other risks that are discussed in Celgene's filings with the
SEC, such as Celgene's Form 10-K, 10-Q and 8-K reports and in Abraxis BioScience's filings with the
SEC, such as its Form 10-K, 10-Q and 8-K reports. Given these risks and uncertainties, you are
cautioned not to place undue reliance on the forward-looking statements.
###

text: Celgene Corporation

text: Celgene Corporation

text: CELGENE

text: ABRAXIS

text: Celgene Corporation

text: Abraxis BioScience, Inc

text: Abraxis

text: Abraxis

text: Celgene

text: Abraxis

text: Abraxis

text: Celgene

text: Bob Hugin

text: Celgene Corporation

text: Celgene

text: Celgene

text: Celgene Corporation

text: Celgene

text: Celgene

text: Abraxis

text: Celgene

text: Celgene


text:
EX-99
3
ex99-1f.txt
EX-99.1
EXHIBIT 99.1
IRIS CLOSES ACQUISITION OF QUIDEL'S URINALYSIS BUSINESS
CHATSWORTH, Calif.--June 6, 2005--IRIS International, Inc. (NASDAQ: IRIS), a
manufacturer and marketer of automated IVD urinalysis systems and medical
devices used in hospitals and clinical reference laboratories worldwide, today
announced the closing of its previously announced acquisition of the urinalysis
business segment of Quidel Corporation (NASDAQ: QDEL) for $500,000 in cash by
IRIS' wholly owned subsidiary, IRIS Deutschland GmbH.
"The acquisition of the UrinQuick(R) Semi-Automated Urine Chemistry Analyzer and
related technology including UrinChek(R) consumable test strips, opens a new
market for IRIS that will complement our family of fully automated iQ(R)200
Urine Microscopy Analyzers. The business integration is proceeding as scheduled
and, we look forward to growing and enhancing our new urine chemistry business,"
stated President and Chief Executive Officer Cesar Garcia.
The UrinQuick is a semi-automated benchtop instrument for rapid analysis that
will be offered to IRIS' international customers, except those in Japan. IRIS
already has reciprocal distribution agreements for urine chemistry and
microscopy analyzers covering the U.S. and Japan with its Japanese partner,
Arkray, Inc.
THE COMPANY
IRIS International, Inc. (www.proiris.com) is a leader in automated urinalysis
technology with systems in major medical institutions throughout the world. The
Company's newest generation iQ(R)200 Automated Urine Microscopy Analyzer,
utilizing image flow cytometry, patented Automated Intelligent Microscopy (AIM)
technology and neural network-based particle recognition, achieves a significant
reduction in the cost and time-consuming steps involved in manual microscopic
analysis. The Company's StatSpin(R) subsidiary, based in Norwood, Mass.,
manufactures innovative centrifuges and blood analysis products. Advanced
Digital Imaging Research, LLC (ADIR), based near Houston, Texas, is the
Company's imaging research and development subsidiary.
SAFE HARBOR PROVISION
This news release contains forward-looking statements made in reliance upon the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, the Company's views
on future commercial revenues, market growth, capital requirements, and new
product introductions, and are generally identified by phrases such as "thinks,"
"anticipates", "believes", "estimates", "expects", "intends", "plans", and
similar words. Forward-looking statements are not guarantees of future
performance and are inherently subject to uncertainties and other factors which
could cause actual results to differ materially from the forward-looking
statement. These statements are based upon, among other things, assumptions made
by, and information currently available to, management, including management's
own knowledge and assessment of the Company's industry, competition and capital
requirements. Other factors and uncertainties that could affect the Company's
forward-looking statements include, among other things, the following: the
acceptance by customers of our new iQ(R)200 product platform, our substantial
expansion of international sales and our reliance on key suppliers, the
potential need for changes in long-term strategy in response to future
developments; future advances in diagnostic testing methods and procedures, as
well as potential changes in government regulations and healthcare policies,
both of which could adversely affect the economics of the diagnostic testing
procedures automated by the Company's products; rapid technological change in
the microelectronics and software industries; and increasing competition from
imaging and non-imaging based in-vitro diagnostic products. The Company refers
interested persons to its most recent Annual Report on Form 10-K and its other
SEC filings for a description of additional uncertainties and factors that may
affect forward-looking statements. The Company assumes no duty to update its
forward-looking statements.
----------
CONTACT:
IRIS International, Inc.
Cesar M. Garcia, 818-709-1244 x123
or
The Wall Street Group, Inc.
Ron Stabiner, 212-888-4848

text: IRIS

text: QUIDEL

text: IRIS International, Inc.

text: IRIS

text: Quidel Corporation

text: IRIS

text: IRIS

text: IRIS

text: IRIS

text: IRIS

text: IRIS International, Inc.

text: IRIS International, Inc.


text:
EX-99.3
7
ex99-3.htm
Exhibit
99.3
Real
Estate Acquisition Company Acquires Beverly Hills Real Estate Company including a Student Housing Property
BEVERLY
HILLS, CA-(Globe Newswire - January 2, 2019) - Hubilu Venture Corporation ("Hubilu" or the "Company")
(OTC PINK: HBUV), a publicly traded real estate consulting, asset management and business acquisition company, which specializes
in acquiring student housing income properties and development/business opportunities located near USC and Metro stations within
the Los Angeles area, announces that it has acquired Lantana Investments, LLC. ("Lantana"), a Beverly Hills real estate
company, including its real asset. Lantana, which was owned by a related party, owns a student housing property located at 1557
West 29th Street, Los Angeles. This property fits perfectly into the Company's target market for its location inside of
the USC 24 Hour Security Patrol Zone, being four blocks from USC Campus and Caruso USC Village Development and a 5 minute walk
to the Grand/LATTC Metro subway station. LA Convention Center, Staples Center and LA Live are a 10 minute walk away. The company
announced last year that it accepts rent payment using cryptocurrency. Cryptocurrencies being accepted are Bitcoin, Ethereum,
Bitcoin Cash and Litecoin, and are processed on the Coinbase Blockchain.
A
photo accompanying this announcement is available at:
"HBUV
is steadily expanding its' student housing portfolio as we continue to execute on our long term business plan by acquiring
another "turn key" housing property which potentially increases our assets and cash flow", commented David Behrend,
Chief Executive Officer, regarding their latest property acquisition.
About
Hubilu Venture Corporation: Based in Beverly Hills, California, Hubilu Venture Corporation, a real estate consulting, asset management
and acquisition corporation, is executing on its business plan, which besides consulting to real estate companies, is seeking
to acquire student housing real estate and business opportunities in the niche markets of the USC campus area and the expanding
urban transportation Metro stations facilitated by the development of the Los Angeles Metro/subway system. Hubilu, inspired by
Strategic Growth Through Smart Ventures, which focuses on acquiring high path of growth real estate and business opportunities
that it believes are recession proof and have limited downside risk, while offering upside potential in equity appreciation and
cash flow. Hubilu Venture Corporation, a real estate consulting, asset management and acquisition corporation, is executing on
its business plan, which besides consulting to real estate companies, is seeking to acquire student housing real estate and business
opportunities in the niche markets of the USC campus area and the expanding urban transportation Metro stations facilitated by
the development of the Los Angeles Metro/subway system. Hubilu, inspired by Strategic Growth Through Smart Ventures, which focuses
on acquiring high path of growth real estate and business opportunities that it believes are recession proof and have limited
downside risk, while offering upside potential in equity appreciation and cash flow.
Forward-Looking
Statements: This press release contains forward-looking statements within the meaning of Federal securities laws, concerning the
future performance of our business, its operations and its financial performance and condition and potential selected offerings
presented without the context of accompanying financial results. The comments of Mr. Behrend, statements regarding the potential
acquisition of property and the characteristics of its wholly owned property are examples of forward-looking statements. A number
of factors could cause Hubilu Venture Corporation's actual results, performance or achievement to differ materially from
those anticipated. Among those risks, trends and uncertainties are the general economic climate; the supply of and demand for
real properties; interest rate levels, the availability of financing; and other risks associated with the acquisition and ownership
of properties, including risks that the tenants will not pay rent, or the costs may be greater than anticipated. This executed
purchase contract is subject to various closing conditions, including but not limited to due diligence and satisfaction of audited
results. These forward-looking statements include, among others, statements with respect to objectives and strategies to achieve
those objectives, as well as statements with respect to our beliefs, plans, expectations, anticipations, estimates or intentions.
These forward-looking statements are based on our current expectations. We are under no obligation to (and expressly disclaim
any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events
or otherwise. For further information on factors that could impact Hubilu Venture Corporation, reference is made to filings with
the Securities and Exchange Commission.
Contact:
Tracy Black
310.420.9599
tracy@hubilu.com
www.hubilu.com
TW:
@hubiluventure
IG:
hubiluventure

text: Hubilu Venture Corporation

text: Lantana Investments, LLC.

text: David Behrend

text: Hubilu Venture Corporation

text: Hubilu Venture Corporation

text: Hubilu Venture Corporation

text: Hubilu Venture Corporation

text: Hubilu Venture Corporation


text:
EX-99
16
ex99-2.txt
EX-99.2
EXHIBIT 99.2
IRONCLAD BEGINS TRADING
EL SEGUNDO, Calif., May 11, 2006 -- Ironclad Performance Wear Corporation will
begin trading on the Over the Counter Bulletin Board under its new symbol "ICPW"
on May 11, 2006. Ironclad merged with Europa Trade Agency Ltd. on May 8, 2006.
The new company was renamed Ironclad Performance Wear Corporation.
Ironclad was founded in 1998, developed for workers and born on "the jobsite".
Since its inception, the Ironclad brand has challenged the status quo to develop
products that not only improve the worker's protection but also their ability to
increase performance.
ronclad is synonymous with technology, having registered more than 50 patents
and trademarks, from ergonomically designed palm patterns to proprietary and
unique marks for its products. Ironclad uses only the best materials in its
products and seeks to partner with leading suppliers of innovative materials
such as 3M, Dupont, Clarino, and Gore. Ironclad is proud to be recognized as the
official glove of the Army's Best Ranger Competition, and is required on every
hand of the Andretti Green Race team, the current Indianapolis 500 champion.
Ironclad gloves are stocked in America's two largest hardware chains, ACE
Hardware and True Value Hardware, and are the only gloves designated by them as
a branded technical glove.
Ironclad is synonymous with innovation, having created the task specific
performance glove category, and recently, the first line of performance fabric
apparel built for the worker. Ironclad will continue to innovate and develop new
products with the goal to be, "the brand of choice" for the worker who demands
performance or technology engineered into the products he or she uses.
Ironclad currently offers more than 30 styles of gloves and 21 styles of
apparel. Its products are available in all 50 states and internationally,
through approximately 7,000 retail outlets. Ironclad gloves are priced between
$15 and $60 per unit with apparel unit prices ranging from $22 to $48. In June,
Ironclad will be moving into its new state-of-the-art headquarters facilities in
the South-Bay area of Southern California.
Ed Jaeger, President, Chief Executive Officer and founder of Ironclad said,
"This merger by which we have become a public company marks a new era for
Ironclad, and will now allow us to share our vision and growth with our public
investors, customers, suppliers and our employees. We plan to continue
leveraging our proprietary technologies and distribution channels to introduce
new products and penetrate new domestic and international markets".
In conjunction with the reverse merger, Ironclad raised a total of $7,321,191 of
equity capital through a private placement of Common Stock units. Each unit was
priced at $0.75 and included one common share and a warrant to purchase 3/4 of a
common share. The warrants are exercisable at a strike price of $1.00 per share.
Ironclad was pleased that its offering was over-subscribed and that
institutional investors represented more than 96% of the invested proceeds.
Ironclad was also pleased to attract as lead investors, Context Capital
Management, Funds advised by LibertyView Capital Management, a division of
Neuberger Berman, LLC and Crestview Capital Funds. Brean Murray, Carret & Co.
served as the lead placement agent and advisor to Ironclad and GP Group, LLC, an
affiliate of Gemini Partners, Inc. served as co-placement agent.
For further information on Ironclad please visit its website at
www.ironclad.com.
Information about Forward-Looking Statements
This release contains "forward-looking statements" that include information
relating to future events and future financial and operating performance.
Examples of forward looking-statements include Ironclad's expectations of future
growth. Forward-looking statements should not be read as
a guarantee of future performance or results, and will not necessarily be
accurate indications of the times at, or by which, that performance or those
results will be achieved. Forward-looking statements are based on information
available at the time they are made and/or management's good faith belief as of
that time with respect to future events, and are subject to risks and
uncertainties that could cause actual performance or results to differ
materially from those expressed in or suggested by the forward-looking
statements. Important factors that could cause these differences include, but
are not limited to: fluctuations in demand for the Ironclad's products, the
introduction of new products, Ironclad's ability to maintain customer and
strategic business relationships, the impact of competitive products and
pricing, growth in targeted markets, the adequacy of the Ironclad's liquidity
and financial strength to support its growth, and other information that may be
detailed from time to time in Ironclad's filings with the United States
Securities and Exchange Commission. Ironclad undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
CONTACTS:
Ironclad: Fusion Consulting Group, LLC
Thomas Walsh (Primary) Marlin Molinaro
310-577-5820 X120 702-434-4131
Ed Jaeger
310-577-5820 X106

text: IRONCLAD

text: Ironclad

text: Ironclad

text: Europa Trade Agency Ltd.

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ed Jaeger

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

label: fund

text:
Context Capital
Management

text: LibertyView Capital Management

override: fund

text: Crestview Capital Funds

text: Brean Murray, Carret & Co.

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ironclad

text: Ed Jaeger


text:
EX-99
21
ex9937.htm
PRESS RELEASE
Exhibit 99.37
CORD BLOOD AMERICA RECEIVES $2 MILLION; SET TO COMPLETE CORCELL ACQUISITION
LOS ANGELES, CA. - Feb. 20, 2007
-- Cord Blood America, Inc. (OTC BB: CBAI), the umbilical cord blood stem cell preservation company (
http://www.cordblood-america.com
) focused on bringing the life saving potential of stem cells to families nationwide and internationally, said today that it has secured $2 million in capital, which will allow it to complete the acquisition of CorCell Inc., Philadelphia, Pa., the fourth largest private umbilical cord blood bank in America (
http://www.corcell.com
).
Cord Blood America purchased the operating entity and assets of CorCell on October 13, 2006. It will soon complete the purchase of the approximately 12,000 customers of CorCell. The money is provided by a leading private equity firm from New York.
"The funding is a debt placement, which we chose for a number of positive reasons. Most importantly, it minimizes dilution, protecting our current shareholders", said Matthew Schissler, CEO, Cord Blood America. "We are a growth-oriented company and there will be times when we need to raise capital using equity. This was not one of those times. This transaction protects that option for the Company and its shareholders." The debt will be serviced primarily with cash flow from CorCell operations.
Mr. Schissler said completion of the acquisition will be "extremely important to our future." He explained that it will make Cord Blood America the fourth largest cord blood storage company in the U.S., and means it can now focus on strategically adding other acquisitions with controlled, organic growth. "This will be a major achievement for Cord Blood America and its investors", Mr. Schissler said.
About Cord Blood America
Cord Blood America (OTC BB:
CBAI.OB
-
News
) is the parent company of CorCell, which facilitates umbilical cord blood stem cell preservation for expectant parents and their children. Its mission is to be the most respected stem cell preservation company in the industry. Collected through a safe and non-invasive process, cord blood stem cells offer a powerful and potentially life-saving resource for treating a growing number of ailments, including cancer, leukemia, blood, and immune disorders. To find out more about Cord Blood America, Inc. (OTC Bulletin Board: CBAI), visit our website at
www.corcell.com
. For investor information, visit
www.cordblood-america.com
.
Forward-Looking Statements
Some statements made in this press release are forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We use words such as "anticipate", "believe", "expect", "future", "intend", "plan", and similar expressions to identify forward-looking statements. These statements including those related to the growth of the industry, new stem cell treatments, and the Company's performance, are only predictions and are subject to certain risks, uncertainties and assumptions. Additional risks are identified and described in the Company's public filings with the Securities and Exchange Commission. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company's past performance is not necessarily indicative of its future performance. The Company does not undertake, and the Company specifically disclaims any obligation to update any forward-looking statements to reflect occurrences, developments, events, or circumstances after the date of such statement.
CONTACT:
Paul Knopick - E & E Communications - 949/707-5365 -
pknopick@eandecommunications.com

text: CORD BLOOD AMERICA

text: CORCELL

text: Cord Blood America, Inc.

text: CorCell Inc.

text: Cord Blood America

text: CorCell

text: CorCell

text: Matthew Schissler

text: Cord Blood America

text: CorCell

text: Cord Blood America

text: Cord Blood America

text: Cord Blood America

text: Cord Blood America

text: CorCell

text: Cord Blood America, Inc.


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
Exhibit
99.1
Contacts:
Ira
Lamel/Mary Anthes
Jeremy
Fielding/David Lilly
The
Hain Celestial Group, Inc.
Kekst
and Company
631-730-2200
212-521-4800
THE
HAIN CELESTIAL GROUP COMPLETES THE ACQUISITION OF
AVALON
NATURAL PRODUCTS, INC.
AVALON
ORGANICS® AND ALBA BOTANICA® BRANDS
EXPAND
PERSONAL CARE OFFERINGS
Melville,
NY, January 11, 2007
-The
Hain
Celestial Group, Inc. (NASDAQ: HAIN) today announced that it has completed
its
acquisition of Avalon Natural Products, Inc., including its Avalon Organics® and
Alba Botanica® natural and organic personal care brands, from North Castle
Partners, a private equity firm. Avalon is a leader in the natural products
category in the areas of skin care, hair care, bath and body and sun care with
its Avalon Organic Botanicals and Alba Botanica brands.
"Over
the
past two years, personal care has become a rapidly growing contributor to our
business in terms of sales and profit contribution", said Irwin D. Simon,
President and Chief Executive Officer of The Hain Celestial Group. "The Avalon
Organics and Alba Botanica brands provide us with a strong, well-rounded
personal care portfolio that helps solidify our leadership position in the
natural and organic personal care category. In addition, we are pleased to
be
joined by Gil Pritchard and his team, whose experience and relationships will
deepen our focus on this growth category", concluded Irwin Simon.
Hain
Celestial has built a substantial presence in personal care with its JASON®,
Zia® Natural Skincare and Queen Helene® brands to complement its leading
position in natural and organic foods. Hain Celestial is committed to creating
and promoting A Health Way of Life™.
The
Hain Celestial Group
The
Hain
Celestial Group (NASDAQ: HAIN), headquartered in Melville, NY, is a leading
natural and organic food and personal care products company in North America
and
Europe. Hain Celestial participates in almost all natural food categories with
well-known brands that include Celestial Seasonings®, Terra Chips®, Garden of
Eatin'®, Health Valley®, WestSoy®, Earth's Best®, Arrowhead Mills®, DeBoles®,
Hain Pure Foods®, FreeBird™, Hollywood®, Spectrum Naturals®, Spectrum
Essentials®, Walnut Acres Organic™, Imagine Foods™, Rice Dream®, Soy Dream®,
Rosetto®, Ethnic Gourmet™, Yves
Veggie
Cuisine®, Linda McCartney®, Lima®, Grains Noirs®, Natumi®, JASON®, Zia® Natural
Skincare, Avalon Organics®, Alba Botanica® and Queen Helene®. For more
information, visit www.hain-celestial.com.
About
North Castle Partners
North
Castle Partners is a leading private equity firm focused exclusively on
investments in consumer-driven product and service businesses that benefit
from
"Healthy Living and Aging" trends. For more information visit
www.northcastlepartners.com
Safe
Harbor Statement
This
press
release contains forward-looking statements within and constitutes a "Safe
Harbor" statement under the Private Securities Litigation Act of 1995. Except
for the historical information contained herein, the matters discussed in this
press release are forward-looking statements that involve known and unknown
risks and uncertainties, which could cause our actual results to differ
materially from those described in the forward-looking statements. These risks
include but are not limited to general economic and business conditions; the
ability to implement business and acquisition strategies and integrate
acquisitions; competition; retention of key personnel; compliance with
government regulations and other risks detailed from time-to-time in the
Company's reports filed with the Securities and Exchange Commission, including
the report on Form 10-K for the fiscal year ended June 30, 2006. The
forward-looking statements made in this press release are current as of the
date
of this press release, and the Company does not undertake any obligation to
update forward-looking statements.

text: Hain Celestial Group, Inc.

text: HAIN CELESTIAL GROUP

text:
AVALON
NATURAL PRODUCTS, INC.

text:
Hain
Celestial Group, Inc.

text: Avalon Natural Products, Inc.

text:
North Castle
Partners

review_confirmation: Root reconciliation of residual audited mention

text: Irwin D. Simon

text: Hain Celestial Group

text: Hain Celestial Group

text:
Hain
Celestial Group

text: North Castle Partners

text:
North
Castle Partners