text:
EX-99.1
2
ic3243ex991.htm
Exhibit 99.1
ITEX Corporation Completes BXI Acquisition
Marketplace Statistics Show Synergies
BELLEVUE, Wash., Aug. 1 /PRNewswire-FirstCall/ -- ITEX Corporation (OTC Bulletin Board: ITEX), a leading marketplace for cashless business transactions in North America, has completed the acquisition of members and Area Director offices of Business Exchange, Inc. (BXI) on schedule. The acquisition included the combination of two cashless currencies, franchisee and broker offices, and the integration of members into a standardized technology infrastructure.
On July 6, ITEX announced it had entered into an agreement to acquire BXI, combining the two largest companies in the cashless marketplace industry. After the merger, ITEX now has more than 21,000 member businesses, 95 independently owned office locations, and for the next fiscal year ending July 31, 2006, ITEX expects annual transaction volume to exceed $300 million.
Steven White, chairman and CEO of ITEX, said the transition has been remarkably smooth.
"The level of professionalism from ITEX Brokers and BXI Area Directors has exceeded our expectations. The Brokers and Area Directors, along with our corporate integration team, has enabled us to face the challenges head on and overcome every one of them", he said.
"Our biggest challenge was managing close to 700 overlapping accounts", White said. "Although this represents only 3% of the overall member base, it was a sensitive issue for Brokers of both marketplaces. The number has been reduced to fewer than 300 and now affects a small number of our 95 Brokers. This hurdle was overcome by everyone working together to make this a success".
Marketplace Statistics for July 2005
The first month for the combined Marketplace proved to be very successful, comparing the post-merger ITEX as of July 2005 to ITEX's month ended July 2004:
--
Cash revenue of $1.1 million, versus $800,000 for 2004, representing a 40% increase
--
Transaction volume of $18 million versus $12 million for July 2004
--
21,500 member businesses versus 13,400 in 2004
--
95 independently owned office locations versus 60 in 2004
--
26,500 transactions versus 15,241 in 2004
About ITEX
Founded in 1982, ITEX is a leading marketplace for cashless business transactions in North America. ITEX processes more than $300 million a year in transactions through 21,000 member businesses managed by 95 franchisees and licensees. Member businesses increase sales and open new markets by utilizing the ITEX Dollar to exchange goods and services. ITEX is powered by ITEX Payment Systems, the leading payment technology platform for processing cashless business transactions. ITEX is headquartered in Bellevue, Washington.
For more
information, please visit www.itex.com
This press release
contains forward-looking statements that involve risks and uncertainties
concerning our expected performance (as described without limitation in the
quotations from current management in this release) and comments within the safe
harbor provisions established under The Private Securities Litigation Reform Act
of 1995. Actual results may differ materially from the results predicted and
reported results should not be considered as an indication of our future
performance. We believe that these potential risks and uncertainties include,
without limitation: that ITEX will be unable to successfully execute its
integration strategies or achieve planned synergies; the continuing development
of successful marketing strategies for our concepts; our ability to sustain
profitability; the availability of adequate working capital; our dependence both
on key personnel and our broker network; and the effect of changes in the
overall economy and in technology. Statements of expected synergies, execution
of integration plans and management and organizational structure relating to
ITEX's acquisition of BXI are all forward-looking statements.
Statements in this release should be evaluated in light of these factors.
These risk factors and other important factors that could affect our business
and financial results are discussed in our periodic reports and filings with the
Securities and Exchange Commission, including our Forms 10-KSB and Forms 10-QSB,
which are available at www.sec.gov., including under the caption,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations." All information set forth in this release is
as of August 1, 2005, and ITEX undertakes no duty to update this
information.
SOURCE ITEX Corporation
-0- 08/01/2005
/CONTACT:
Alan Zimmelman of ITEX Corporation, +1-425-463-4017, or alan@itex.com/
/Web site:
http://www.itex.com

text: ITEX Corporation

text: BXI

text: ITEX Corporation

text: ITEX

text: Business Exchange, Inc.

text: BXI

text: ITEX

text: BXI

text: ITEX

text: ITEX

text: Steven White

text: ITEX

text: ITEX

text: BXI

text: ITEX

text: ITEX

text: ITEX

text: ITEX

text: ITEX

text: ITEX

text: ITEX

text: ITEX

text: ITEX

text: ITEX

text: ITEX

text: BXI

text: ITEX

text: ITEX Corporation

text: ITEX Corporation


dataset: buster

text:
EX-99.1
3
ex99-1.htm
News
Release
Investor
Contacts:
Tirth
Patel
Edison
Advisors
T:
646-653-7035
tpatel@edisongroup.com
MagneGas
Completes Acquisition of Texas Welding Supply Company
Adds
$0.75 Million in Annualized Sales
TAMPA,
FL - November 1, 2018 -
MagneGas Applied Technology Solutions, Inc. ("MagneGas" or the "Company")
(NASDAQ: MNGA)
, a leading clean technology company in the renewable resources and environmental solutions industries, announced
today the completion of an acquisition of an independent industrial gas and welding supply distributor based in Longview, Texas.
This transaction, priced at $0.75 million, paid in cash at closing, expands the Company's geographic footprint in the Texas
market as it represents the third acquisition in Texas and the fourth acquisition in the Greater Texas region, which is notable
for its world-leading oil/gas and transportation industries.
"This
third acquisition in Texas expands our operating efficiency through economies-of-scale as we march towards cementing MagneGas'
dominant market position in the region", commented Ermanno Santilli, Chief Executive Officer of MagneGas. "The acquisition
aligns with our strategy to expand our geographic footprint towards Houston, one of the largest global markets for industrial
gases and metal-cutting fuels. We are very excited to combine this newly-acquired team with our other boots on the ground in Texas
and improve operational synergies".
"This
acquisition is expected to increase our monthly sales by more than $60,000", commented Scott Mahoney, Chief Financial Officer
of MagneGas. "We also expect this acquisition to play a key role in improving the profitability of our Texas operations
as we consolidate our operations and realize meaningful synergies".
About
MagneGas Applied Technology Solutions, Inc.
MagneGas
Applied Technology Solutions, Inc. (MNGA) owns a patented process that converts various renewables and liquid wastes into MagneGas
®
fuels. These fuels can be used as an alternative to natural gas or for metal cutting. The Company's testing has shown
that its metal cutting fuel "MagneGas2
®
" is faster, cleaner and more productive than other alternatives
on the market. It is also cost effective and safe to use with little changeover costs. The Company currently sells MagneGas2
®
into the metal working market as a replacement to acetylene.
The
Company also sells equipment for the sterilization of bio-contaminated liquid waste for various industrial and agricultural markets.
In addition, the Company is developing a variety of ancillary uses for MagneGas
®
fuels utilizing its high flame
temperature for co-combustion of hydrocarbon fuels and other advanced applications. For more information on MagneGas, please visit
the Company's website at
http://www.MagneGas.com.
The
Company distributes MagneGas2
®
through Independent Distributors in the U.S and through its wholly owned distributors,
ESSI, Green Arc Supply, Paris Oxygen, Latex Welding Supplies, United Welding Specialties, Trico Welding Supply and Complete Welding
of San Diego. ESSI has 4 locations in Florida, Green Arc and Paris Oxygen have 4 locations in Texas, Green Arc and Latex have
two locations in Louisiana, Trico has two locations in northern California, and Complete Welding has one location in southern
California.
FORWARD-LOOKING
STATEMENTS
This
press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events, including our ability
to raise capital, or to our future financial performance, and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should
not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors
which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity,
performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject
to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and
liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update
the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information
becomes available in the future.
For
a discussion of these risks and uncertainties, please see our filings with the Securities and Exchange Commission. Our public
filings with the SEC are available from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

label: organization

text: MagneGas

text: Texas Welding Supply Company

text: MagneGas

text: MagneGas

label: person

text: Ermanno Santilli

text: MagneGas

text: Scott Mahoney

text: MagneGas

text: MagneGas

text: MagneGas

text: MagneGas

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
ex-99d1.htm
EX-99.1
zayo_Ex99_1
Exhibit 99.1
Zayo Completes Transition to a Private Company
Digital Colony and EQT Become Zayo's Lead Investors
BOULDER, Colo. - March 9, 2020 - Zayo Group Holdings, Inc. ("Zayo") (NYSE: ZAYO), which provides mission-critical bandwidth to the world's most impactful companies, today announced the completion of its acquisition by affiliates of Digital Colony Partners ("Digital Colony") and the EQT Infrastructure IV fund ("EQT" or "EQT Infrastructure"). The close marks the consummation of the $14.3 billion transaction, which represents the largest syndicated private equity investment, the fifth largest Media & Communications LBO and the second largest LBO overall since 2008.
Under the terms of the merger agreement, which was approved by Zayo's stockholders at a special meeting held on July 26, 2019, Zayo stockholders will receive $35 in cash per share of Zayo common stock. As a result of the transaction completion, Zayo is now a privately held company and its common stock has ceased trading on the NYSE.
Founded in 2007, Zayo has grown through both organic investment and 45 acquisitions to become the leading independent provider of communications infrastructure. With deep, dense metro and long haul networks across the U.S., Canada and Western Europe, Zayo serves many of the largest and most innovative companies in the world. Before going public in 2014, Zayo's original private equity investors funded the company with just over $1 billion of equity; with today's transaction close, that equity is worth over $8 billion, creating material value for shareholders. Beyond shareholder value, Zayo has also established itself over the past 13 years as a top employer along Colorado's front range and as an active participant in the communities in which it operates.
"We are excited to launch this new chapter of Zayo, as a private company under the ownership of a consortium led by two highly experienced infrastructure investors who have a deep understanding of our business and bring significant value to Zayo", said Dan Caruso, Zayo's chief executive officer. "This is a great outcome for the company, its former shareholders, our customers and employees, and our new ownership group. As a private company, we will have greater flexibility to pursue our long-term strategy and leverage our fiber to fuel global innovation for our customers".
"EQT has a strong track record of supporting market leading companies and we look forward to working with the entire Zayo organization as it embarks on its next phase of growth as a private company", said Jan Vesely, Partner at EQT Partners, Investment Advisor to EQT Infrastructure. "Zayo is ideally positioned to meaningfully expand its offerings and services against the backdrop of accelerating demand for innovative fiber infrastructure solutions".
"Zayo has amassed a world class network that is unparalleled in the markets they serve, supporting the world's most innovative companies", said Marc Ganzi, CEO of Digital Colony and
CEO-Elect of Colony Capital. "We believe that fiber networks are the crucial connective element in the digital infrastructure ecosystem, and we look forward to partnering with the Zayo team to execute on the plan of leveraging these powerful assets and driving growth with our customers across multiple markets and verticals".
Goldman Sachs and J.P. Morgan served as financial advisors to Zayo Group in connection with the transaction and Skadden Arps served as legal counsel. Morgan Stanley and Deutsche Bank acted as financial advisors to Digital Colony and EQT Infrastructure and Simpson Thacher served as legal advisor.
For more information about Zayo, visit zayo.com.
About Zayo
Zayo provides mission-critical bandwidth to the world's most impactful companies, fueling the innovations that are transforming our society. Zayo's 133,000-mile network in North America and Europe includes extensive metro connectivity to thousands of buildings and data centers. Zayo's communications infrastructure solutions include dark fiber, private data networks, wavelengths, Ethernet, dedicated Internet access, and colocation services. Zayo owns and operates a Tier 1 IP Backbone and 44 carrier-neutral data centers. Through its Cloudlink service, Zayo provides low latency private connectivity that attaches enterprises to their public cloud environments. Zayo serves wireless and wireline carriers, media, tech, content, finance, healthcare and other large enterprises. For more information, visit zayo.com.
About Digital Colony
Digital Colony Management, LLC ("Digital Colony") is the global digital infrastructure investment platform of Colony Capital, Inc. (NYSE: CLNY) and a leading investor, owner and operator of companies enabling the next generation of mobile and internet connectivity. Digital Colony was launched in 2018 by Digital Bridge Holdings, LLC and Colony Capital to bring together Digital Bridge's industry, operational and investment expertise in the telecommunications sector with Colony Capital's global scale, operating platform and capital markets access. The inaugural fund, Digital Colony Partners, LP, closed in May 2019, with $4.05 billion in commitments, making it the first fund dedicated solely to investing in digital infrastructure. For more information, please visit www.digitalcolony.com.
About EQT
EQT is a differentiated global investment organization with more than EUR 62 billion in raised capital and around EUR 40 billion in assets under management across 19 active funds. EQT funds have portfolio companies in Europe, Asia and the US with total sales of more than EUR 21 billion and approximately 127,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership. More info: www.eqtgroup.com.
For Zayo:
Shannon Paulk, Corporate Communications
303-577-5897
press@zayo.com
Brad Korch, Investor Relations
720-306-7556
IR@zayo.com
For Digital Colony Partners:
Andrew Siegel, Jon Keehner, Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
For EQT:
Stephanie Greengarten
646-687-6810
stephanie.greengarten@eqtpartners.com
EQT Press Office
+46 8 506 55 334
press@eqtpartners.com

text: Zayo Group Holdings, Inc.

label: fund

text: Digital Colony Partners

override: fund

text: EQT Infrastructure IV fund

text: Jan Vesely

text: Marc Ganzi

text: Digital Colony Partners

text: Digital Colony Partners


text:
EX-99.1
3
ex99-1.htm
Global
Boatworks Closes on Sale of Luxuria Floating Vessel
Eliminates
all Convertible Debt from Balance Sheet
April
30, 2019, Pompano Beach, FL - Global Boatworks Holdings Inc. (OTC: GBBT), builder of luxury floating vessels, is pleased
to announce that it has completed the sale of the Luxuria, the second sale of one of its luxury floating vessels.
The
sale of the Luxuria allowed the Company to pay down the Company's liabilities and eliminate convertible debt from its balance
sheet. The Company had entered into a Note Settlement Agreement with St. George Investments and Tonaquint Inc., lenders that had
a secured interest in the Luxuria. St. George and Tonaquint agreed to release their liens upon payment from the sale proceeds
and an additional payment of $70,000 in September 2019. This agreement eliminates the last of the convertible debt on the Company's
balance sheet.
"The
sale of the Luxuria has allowed us to clean up our balance sheet", said Global Boatworks CEO Robert Rowe. "The media
coverage that the Luxuria garnered generated a lot of interest in the Company and our luxury floating vessels. We took the opportunity
to sell the Luxuria now so we will be positioned to take on financing as needed to build additional vessels or fulfill orders
as opportunities arise".
About
Global Boatworks, LLC:
Global
Boatworks, LLC is a multifaceted boat-building and vacation-rental company that operates out of Pompano Beach, Florida. The Company
has previously built and sold a highly successful rental houseboat in Boston, and has designed a state-of-the-art luxury floating
vessel, the Luxuria. The Luxuria series of floating vessels feature: Floor-to-ceiling windows; a chef-quality kitchen; spacious
bedrooms; spa-like bathrooms; big-screen TV; two large decks; and two outboard engines.
Forward
Looking Statements
Statements
regarding financial matters in this press release other than historical facts are "forward-looking statements" within
the meaning of section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term
is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such statements about the Company's
future expectations, including future revenues and earnings, technology efficacy and all other forward-looking statements be subject
to the safe harbors created thereby. The Company is a development stage company who continues to be dependent upon outside capital
to sustain its existence. Since these statements (future operational results and sales) involve risks and uncertainties and are
subject to change at any time, the Company's actual results may differ materially from expected results.
Contact:
Robert
Rowe, Global Boatworks Holdings, Inc.
(954)
934-9400

text:
Global
Boatworks

text: Global Boatworks Holdings Inc.

text: St. George Investments

override: organization

text: Tonaquint Inc.

text: Global Boatworks

text: Global Boatworks

text:
Global
Boatworks


text:
EX-99.1
2
ex99-1.htm
EX-99.1
Exhibit
99.1
Contact
Information
8000
Towers Crescent Drive
Suite
1220
Vienna,
VA 22182
(703)
918-2430
http://www.arielway.com
Hawk
Associates, Inc.
Frank
N. Hawkins, Jr. or Julie Marshall
Phone:
(305) 852-2383
E-mail:
info@hawkassociates.com
http://www.hawkassociates.com
http://www.hawkmicrocaps.com
Ariel
Way to Acquire dbsXmedia
Company
Expected to
Provide Leading-Edge Satellite and Wireless Communications Services
Vienna,
VA, February 16, 2005
-- Ariel
Way, Inc. (OTC Bulletin Board: NFDV), a technology and services provider
for
highly secure global communications solutions that is undergoing a name change
from Netfran Development Corp., announced today that it has
signed a binding agreement to acquire dbsXmedia,
Inc., a company providing satellite-based
services for Business Television, digital signage, training and
multimedia.
Ariel
Way
will
acquire
the majority of issued and outstanding shares of common stock of dbsXmedia,
Inc.
in exchange for certain capitalization and financial guaranties that will
allow
dbsXmedia to rapidly expand its client base. The
terms
of the transaction were not disclosed.
The
transaction, which is subject to the usual conditions of closing, is scheduled
to close on or before February 21, 2005. Upon completion of the transaction,
Ariel Way will own 60% of dbsXmedia's stock and Zygot, LLC, held by the
management of dbsXmedia, will become the minority 40% shareholder. dbsXmedia
will continue to operate under it's existing name.
Arne
Dunhem, chairman of Ariel Way, said, "dbsXmedia provides Ariel Way with
additional necessary expertise and business drive to successfully penetrate
the
satellite and wireless communications markets. We expect dbsXmedia to
aggressively take on the U.S. and European marketplaces while providing new
and
complementary market avenues for Ariel Way's other business activities".
David
Howgill, CEO of dbsXmedia, said, "We are extremely pleased with today's
agreement. The synergies between the services and technologies provided by
existing Ariel Way activities, Ariel Way's financial backing and our own
services will allow dbsXmedia to accelerate our client acquisitions and
substantially improve our ability to provide leading Business Television
and
digital media solutions in the global satellite and wireless
industries".
About
dbsXmedia
dbsXmedia
aims to provide communications infrastructure and integrated multimedia services
to major corporations throughout the U.S. and Europe. dbsXmedia's executive
management has over 25 years experience in the video and telecommunications
industries. dbsXmedia operates from offices in the United States and United
Kingdom, providing industry leading solutions for Business Television, digital
signage and interactive media delivered over a combination of satellite,
terrestrial and wireless networks. For more information, visit http://www.dbsxmedia.com.
About
Ariel Way, Inc.
Ariel
Way
is a technology and services company providing highly secure global
communications solutions. The company is focused on developing innovative
and
secure technologies, acquiring and growing advanced emerging technology
companies and national and global communications service providers. The company
also intends to create strategic alliances with companies with complementary
product solutions and services. The technology development effort for highly
secure communications solutions is conducted by a wholly owned subsidiary,
Enfotec, Inc. More information about Ariel Way can be found on the web at
http://www.arielway.com.
Enfotec
designs, manufactures and markets high-speed security appliance solutions
that
integrate a high-performance Virtual Private Network (VPN) with a firewall,
intrusion detection capabilities, anti-virus and security management in a
single
network appliance. Enfotec's EN Security Appliance and Custom Security Appliance
products feature hardware-based technologies that the company believes delivers
true wire-line data speed performance and the highest level of security
achievable. The Enfotec EN series of products is scalable while being easy
to
configure and manage and enables third-party software applications to be
easily
integrated. Enfotec's firmware and software technologies use standard
off-the-shelf components combined with the Linux operating system to provide
customers with performance levels that the company believes were never before
realized in a non-proprietary, cost-effective, hardware-based security
appliance. More information about Enfotec can be found on the web at
http://www.enfotec.net.
A
profile
on the company can be found at http://www.hawkassociates.com/arielway/profile.htm.
An
online
investor kit containing Ariel Way press releases, SEC filings, current Level
II
price quotes, interactive Java stock charts and other useful information
for
investors can be found at http://www.hawkassociates.com
and http://www.hawkmicrocaps.com.
For
investor relations, contact Frank Hawkins or Ken AuYeung, Hawk Associates,
at
(305) 852-2383, e-mail: info@hawkassociates.com.
Forward-Looking
Statements: Certain statements made in this press release concerning Ariel
Way,
Inc. and its future operations and acquisitions are forward-looking statements.
Although such statements are based on current expectations they are subject
to a
number of future uncertainties and risks, and actual results may differ
materially. The uncertainties and risks include, but are not limited to,
the
Netfran Development Corp. acquisition of Ariel Way, Inc. and additional
potential acquisitions and the ability of Ariel Way, Inc. to execute effectively
its business plan and develop a successful business. Any forward-looking
statements are made pursuant to the Private Securities Litigation Reform
Act of
1995 and, as such, speak only as of the date made. Statements made in this
document that are not purely historical are forward-looking statements,
including any statements as to beliefs, plans, expectations, anticipations
or
intentions regarding the future. The company assumes no obligation to update
information concerning the forward-looking statements contained herein.

text:
Ariel
Way

text: dbsXmedia

text:
Ariel
Way, Inc.

text:
dbsXmedia,
Inc.

text:
Ariel
Way

text:
dbsXmedia,
Inc.

text: dbsXmedia

text: Ariel Way

text: dbsXmedia

text: dbsXmedia

text: dbsXmedia

text:
Arne
Dunhem

text: Ariel Way

text: dbsXmedia

text: Ariel Way

text: dbsXmedia

text: Ariel Way

text:
David
Howgill

text: dbsXmedia

text: Ariel Way

text: Ariel Way

text: dbsXmedia

text: dbsXmedia

text: dbsXmedia

text: dbsXmedia

text: dbsXmedia

text: Ariel Way, Inc.

text:
Ariel
Way

text: Ariel Way

text: Ariel Way

text:
Ariel
Way,
Inc.

text: Ariel Way, Inc.

text: Ariel Way, Inc.


text:
EX-99.1
2
a09-35500_1ex99d1.htm
EX-99.1
Exhibit 99.1
1st Mariner Bancorp Completes Sale of Mariner Finance;
Company Receives Deficiency Notices from NASDAQ
Proceeds
from Mariner Finance sale to Increase Capital Ratios of 1st Mariner Bank
Subsidiary
BALTIMORE,
Dec. 15 /PRNewswire-FirstCall/ - 1st Mariner Bancorp (Nasdaq: FMAR)
announced today that it has successfully completed the sale of its consumer
finance company subsidiary, Mariner Finance, LLC, for a purchase price of
approximately $10.7 million. The transaction was originally announced on October 13,
2009.
1st
Mariner Bancorp received $8.9 million in cash at closing and a 5% ownership
stake in the new Mariner Finance entity. Under terms of the sale, $1.1 million
was placed in an escrow account to be paid to 1st Mariner no later than 18 months
after the closing, after deducting any indemnification claims.
The
proceeds of the sale will be used to increase the capital reserves of 1st
Mariner Bancorp's wholly owned 1st Mariner Bank. The bank consented to an FDIC
order issued September 18, 2009 to achieve and maintain a Tier 1 Leverage
Capital ratio of at least 7.5% and a Total Risk-Based Capital ratio of at least
11% within the next nine months.
Edwin
F. Hale Sr., Chairman and CEO of 1st Mariner Bancorp, said, "The successful
close of the sale of Mariner Finance completes one significant element of the
Company's business strategy, and the Bank continues to pursue plans to increase
its capitalization through capital raising efforts balance sheet management,
and expense control".
Mariner
Finance, LLC will continue to operate with no significant changes to its
management, staff, products or locations. Mariner Finance, LLC will continue to
operate under its current name, its headquarters will remain in Baltimore, and
its customers and vendors should not be affected as a result of the sale.
Janney Montgomery Scott served as the financial advisor for 1st Mariner Bancorp
and Mariner Finance, LLC.
NASDAQ
Deficiency Notices
Additionally, the Company today announced that
on December 10, 2009, it received two letters from The NASDAQ Stock Market
providing notice that it had not maintained the continued listing standards for
the minimum market value of publicly held shares ("MVPHS") of $5 million and a
minimum bid price of $1.00.
NASDAQ notified the Company that for 30
consecutive business days, the Company's common stock had not maintained a
minimum MVPHS of $5 million as required for continued inclusion on The Nasdaq
Global Market by Listing Rule 5450(b)(1)(c). NASDAQ has provided the Company 90 calendar days, or until March 10,
2010, to regain compliance with this rule. This notification has no effect
on the listing of the Company's securities at this time. The Company can
achieve compliance with this rule if the MVPHS is at least $5 million for
a minimum of 10 consecutive business days at any time before March 10,
2010. If the Company does not regain compliance by March 10, 2010, it
may apply for a transfer of its securities to the NASDAQ Capital Market, which
has a MVPHS requirement of $1 million.
As of the date of this release, the Company's MVPHS was approximately
$5.2 million.
Additionally, NASDAQ notified the Company that
for 30 consecutive business days, the Company's common stock had not maintained
a minimum bid price of $1.00 per share as required for continued inclusion on
The Nasdaq Global Market by Listing Rule 5450(a)(1). NASDAQ has provided the Company 180 calendar days, or until June 8,
2010, to regain compliance with this rule. This notification has no effect
on the listing of the Company's securities at this time. The Company will
be in compliance with this rule if the bid price of the Company's common
stock closes at $1.00 or more for a minimum of 10 consecutive business days at
any time before June 8, 2010. If the Company does not meet the minimum bid
requirement by June 8, 2010 but would otherwise meet all NASDAQ Capital
Market initial inclusion requirements except bid price, the Company could apply
to be listed on the NASDAQ Capital Market and the Company would have 180
additional days to regain compliance with the $1.00 minimum bid price
requirement, which the Company would regain if the bid price of the Company's
common stock closes at $1.00 per share or higher for a minimum of 10
consecutive business days.
If the Company is unable to regain compliance
with these continued listing standards or transfer its securities to the NASDAQ
Capital Market, the Company's securities will be delisted. At that time, the
Company may appeal the delisting determination to a Listings Qualifications
Panel.
This
press release contains forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements do not
represent historical facts, but are statements about management's beliefs,
plans and objectives about the future, as well as its assumptions and judgments
concerning such beliefs, plans and objectives. These statements are evidenced
by terms such as "anticipate", "estimate", "should", "expect", "believe", "intend"
and similar expressions. Although these statements reflect management's good
faith beliefs and projections, they are not guarantees of future performance
and they may not prove true. These projections involve risk and uncertainties
that could cause actual results to differ materially from those addressed in
the forward-looking statements. For a discussion of these risks and
uncertainties, see the section of the periodic reports that 1st Mariner Bancorp
files with the Securities and Exchange Commission entitled "Risk Factors".
CONTACT: Bill Atkinson of Weber
Shandwick for 1st Mariner Bancorp, +1-410-558-2100

text: 1st Mariner Bancorp

text: Mariner Finance

text: Mariner Finance

text: 1st Mariner Bancorp

text: Mariner Finance, LLC

text:
1st
Mariner Bancorp

text: Mariner Finance

text:
1st
Mariner Bancorp

text: 1st Mariner Bancorp

text: Mariner Finance

text:
Mariner
Finance, LLC

text: Mariner Finance, LLC

text: Janney Montgomery Scott

text: 1st Mariner Bancorp

text: Mariner Finance, LLC

text: 1st Mariner Bancorp

text: 1st Mariner Bancorp


text:
EX-99.1
2
y79616exv99w1.htm
EX-99.1
exv99w1
Exhibit 99.1
Date:
October 5, 2009
NEWS RELEASE
For Release:
IMMEDIATELY
Hubbell Incorporated
584 Derby-Milford Road
P. O. Box 549
Orange, CT 06477
203-799-4100
Contact:
William R. Sperry
HUBBELL COMPLETES PURCHASE OF BURNDY®
ORANGE, CT. (October 5, 2009) - Hubbell Incorporated (NYSE: HUBA, HUBB) today announced that it
completed the purchase of FCI Americas, Inc. (the business known as "Burndy®") for consideration of
approximately $360 million in cash (net of cash acquired) subject to certain standard adjustments.
Burndy, founded in 1924 and headquartered in Manchester, New Hampshire, is a leading manufacturer
of connectors, cable accessories and tooling. Burndy serves commercial and industrial markets and
utility customers primarily in the United States (with roughly 25% of sales in Canada, Mexico and
Brazil). 2008 sales were approximately $225 million and operating profit margins were in the high
teens.
Burndy will continue to operate as a stand alone business unit as part of Hubbell's electrical
systems products for the foreseeable future. The acquisition was funded with cash as well as some
short term borrowings. Hubbell will continue to actively evaluate available alternatives for
permanent financing to best meet its capital structure objectives going forward. The acquisition
is expected to be accretive to earnings in 2010.
Timothy H. Powers, Chairman, President, and Chief Executive Officer of Hubbell Incorporated said "I
am excited that we have been able to complete the purchase of Burndy. Since we signed the
definitive agreement in July, our management team has been coordinating with Burndy and
FCI to ensure a smooth integration. Our extensive interactions over that period of time have
served to reinforce the outstanding fit we see between Hubbell and Burndy and the business
opportunities that can be realized over time. Burndy's product quality, relationships with
distributors, and emphasis on people are a natural complement to Hubbell. Hubbell welcomes the
Burndy employees to our family and we look forward to serving our customers with a broader and
deeper product line".
Certain statements contained herein may constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements may be identified by the
use of forward-looking words or phrases and include the expected effect of the transaction on the
Company's earnings and the expected sales and operating efficiencies. Such forward-looking
statements are based on the Company's reasonable current expectations and involve numerous
assumptions, known and unknown risks, uncertainties and other factors which may cause actual and
future performance or achievements of the Company to be materially different from any future
results, performance, or achievements expressed or implied by such forward-looking statements.
Hubbell Incorporated is an international manufacturer of quality electrical and electronic products
for a broad range of non-residential and residential construction, industrial and utility
applications. With 2008 revenues of $2.7 billion, Hubbell Incorporated operates manufacturing
facilities in the United States, Canada, Puerto Rico, Mexico, the People's Republic of China,
Italy, Switzerland, Brazil, Australia and the United Kingdom. Hubbell also participates in joint
ventures in Taiwan and Hong Kong, and maintains sales offices in Singapore, Hong Kong, South Korea,
the People's Republic of China, Mexico, and the Middle East. The corporate headquarters is located
in Orange, CT.
# # # # #
Page -2-

text: Hubbell Incorporated

text: HUBBELL

text: BURNDY

text: Hubbell Incorporated

text: FCI Americas, Inc.

text: Burndy

text: Burndy

text: Burndy

text: Burndy

text: Hubbell

text: Hubbell

text: Timothy H. Powers

text: Hubbell Incorporated

text: Burndy

text: Burndy

text: Hubbell

text: Burndy

text: Burndy

text: Hubbell

text: Hubbell

text: Burndy

text: Hubbell Incorporated

text: Hubbell Incorporated

text: Hubbell


text:
EX-99.2
5
exhibit99-2.htm
EXHIBIT 99.2
Uranerz Energy Corporation: Exhibit 99.2 - Filed by newsfilecorp.com
Energy Fuels Closes Acquisition of Uranerz Energy
June 18, 2015
Lakewood, Colorado and Casper, Wyoming - Energy Fuels Inc. (NYSE MKT: UUUU, TSX: EFR) ("Energy Fuels") and Uranerz Energy Corporation (NYSE MKT: URZ, TSX: URZ) ("Uranerz")
are pleased to announce that Energy Fuels' acquisition of Uranerz (the "Transaction") has closed. Further to the press release issued by the Company earlier today, the U.S. Nuclear Regulatory Commission ("NRC") has provided their required consent to the Transaction, allowing the completion of the Transaction to occur today.
Pursuant to the Transaction, each Uranerz shareholder received
0.255 Energy Fuels common shares for each share of Uranerz common stock held. In
addition, all outstanding options and warrants to acquire Uranerz shares of
common stock now entitle the holder thereof to acquire 0.255 common shares of
Energy Fuels on exercise thereof at an exercise price equal to the exercise
price of such option or warrant divided by 0.255.
Effective at the closing of the Transaction, and as
contemplated by the Agreement and Plan of Merger governing the Transaction, two
members of the Energy Fuels Board of Directors, Mr. Larry Goldberg and Mr.
Richard Patricio resigned from the Board of Directors, and Mr. Dennis Higgs, the
former Executive Chairman and a Director of Uranerz, and Mr. Glenn Catchpole,
the former Chief Executive Officer and a Director of Uranerz, were appointed as
directors of Energy Fuels to fill the vacancies created by those
resignations.
Stephen P. Antony, President and CEO of Energy Fuels stated:
"With the completion of our acquisition of Uranerz, Energy Fuels is clearly
emerging as a leading integrated producer of uranium in the U.S. We now have
competitive ISR and conventional uranium production in our portfolio, the
largest NI 43-101 compliant in-ground uranium resource in the U.S. among
producers, and the ability to significantly increase uranium production in the
future as uranium prices rise. On the marketing side, our combined existing
sales contract portfolio positions us very well among U.S. and international
nuclear utilities and from a balance sheet perspective we also enjoy a strong
working capital position. Our goal is to become the largest uranium mining
company in the U.S., strategically supplying the domestic American nuclear
power market, and this transaction is a major step towards achieving that goal.
We look forward to working with Uranerz employees as we continue to position Energy Fuels for
production and sales growth in an improving global uranium market.
I would also like to take this opportunity to thank Mr.
Goldberg and Mr. Patricio for all of their contributions to Energy Fuels as
Directors over the years, and to welcome Mr. Higgs and Mr. Catchpole to our Board".
As previously reported, the Transaction was approved by the
respective shareholders of Uranerz and Energy Fuels at their respective special
meetings of shareholders held on June 18, 2015.
Trading in shares of common stock of Uranerz on the NYSE MKT
will be suspended at the open of trading on Friday, June 19, 2015, and Uranerz
common stock will be delisted from both the Toronto Stock Exchange and the NYSE
MKT following closing. Uranerz will cease to be a reporting issuer in Canada and
will terminate its reporting obligations with the United States Securities and
Exchange Commission. Energy Fuels common shares will continue to be listed on
both the Toronto Stock Exchange (under the symbol "EFR") and the NYSE MKT (under
the symbol "UUUU").
About Energy Fuels
Energy Fuels is a leading integrated US-based uranium mining
company, supplying U
3
O
8
to major nuclear utilities in the U.S. and globally.
Energy Fuels operates two of America's key uranium production centers, the White
Mesa Mill in Utah and the Nichols Ranch Processing Facility in Wyoming. The
White Mesa Mill is the only conventional uranium mill operating in the U.S.
today and has a licensed capacity of over 8 million pounds of U
3
O
8
per year. The
Nichols Ranch Processing Facility, acquired in the Company's acquisition of
Uranerz Energy Corporation, is an in situ recovery ("ISR") production center
with a licensed capacity of 2 million pounds of U
3
O
8
per year. Energy Fuels also has the
largest NI43-301compliant uranium resource portfolio in the U.S. among producers, and uranium
mining projects located in a number of Western U.S. states, including two
producing mines, mines on standby, and mineral properties in various stages of
permitting and development. The Company's common shares are listed on the NYSE
MKT under the trading symbol "UUUU", and on the Toronto Stock Exchange under the
trading symbol "EFR".
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release,
including any information relating to the Company's emergence as a leading U.S.
uranium producer, future production potential and scalability; positioning in
the U.S. market; the goal of becoming the largest uranium producer in the U.S.;
the timing for delisting of the shares of Uranerz common stock from the NYSE MKT
and the TSX; the timing for terminating the reporting issuer status of Uranerz
in Canada and the United States; and any other statements regarding Energy
Fuels' future expectations, beliefs, goals or prospects constitute
forward-looking information within the meaning of applicable securities
legislation (collectively, "forward-looking statements"). All statements in this
news release that are not statements of historical fact (including statements
containing the words "expects", "does
not expect", "plans", "anticipates", "does not anticipate",
"believes", "intends", "estimates", "projects", "potential", "scheduled",
"forecast", "budget" and similar expressions) should be considered
forward-looking statements. All such forward-looking statements are subject to
important risk factors and uncertainties, many of which are beyond Energy Fuels'
ability to control or predict. A number of important factors could cause actual
results or events to differ materially from those indicated or implied by such
forward-looking statements, including without limitation: the Company's
emergence as a leading U.S. uranium producer; future production potential and
scalability; positioning in the U.S. market; the goal of becoming the largest
uranium producer in the U.S.; and other risk factors as described in Energy
Fuels' and Uranerz' most recent annual information forms and annual and
quarterly financial reports.
Energy Fuels assumes no obligation to update the information
in this communication, except as otherwise required by law. Additional
information identifying risks and uncertainties is contained in Energy Fuels'
and Uranerz' respective filings with the various securities commissions which
are available online at
www.sec.gov
and
www.sedar.com
. Forward-looking statements are provided for
the purpose of providing information about the current expectations, beliefs and
plans of the management of each of Energy Fuels and Uranerz relating to the
future. Readers are cautioned that such statements may not be appropriate for
other purposes. Readers are also cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
Investor Inquiries:
Energy Fuels Inc.
Curtis Moore
VP - Marketing
and Corporate Development
(303) 974-2140 or Toll free: (888) 864-2125
investorinfo@energyfuels.com
www.energyfuels.com

text: Uranerz Energy Corporation

text: Energy Fuels

text: Uranerz Energy

text: Energy Fuels Inc.

text: Energy Fuels

text: Uranerz Energy Corporation

text: Uranerz

text: Energy Fuels

text: Uranerz

text: Uranerz

text: Energy Fuels

text: Uranerz

text: Uranerz

text: Energy Fuels

text: Energy Fuels

text: Larry Goldberg

text: Richard Patricio

text: Dennis Higgs

text: Uranerz

text: Glenn Catchpole

text: Uranerz

text: Energy Fuels

text: Stephen P. Antony

text: Energy Fuels

text: Uranerz

text: Energy Fuels

text: Uranerz

text: Energy Fuels

text: Energy Fuels

text: Uranerz

text: Energy Fuels

text: Uranerz

text: Uranerz

text: Uranerz

text: Energy Fuels

text: Energy Fuels

text: Energy Fuels

text: Energy Fuels

text: Uranerz Energy Corporation

text: Energy Fuels

text: Uranerz

text: Uranerz

text:
Energy
Fuels

text: Energy Fuels

text:
Energy
Fuels

text: Uranerz

text: Energy Fuels

text: Energy Fuels

text: Uranerz

text: Energy Fuels

text: Uranerz

text: Energy Fuels Inc.

text: Curtis Moore


text:
EX-99.1
2
tm2030810d13_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
CONTACTS: Douglas Maffei, PhD, Investors
(650) 522-2739
Amy Flood, Media
(650) 522-5643
GILEAD SCIENCES COMPLETES ACQUISITION
OF IMMUNOMEDICS, INC.
Foster City, Calif., October 23,
2020
- Gilead Sciences, Inc. (Nasdaq: GILD) today announced the completion of the previously announced transaction
to acquire Immunomedics, Inc. (Nasdaq: IMMU) for approximately $21 billion in the aggregate.
"We are very pleased to reach today's
milestone and to welcome the talented Immunomedics team to the Gilead family. There is a lot of important work ahead of us to deliver
on the vast potential that Trodelvy offers for patients with cancer", said Daniel O'Day, Chairman and Chief Executive
Officer, Gilead Sciences. "Together we will bring Trodelvy to many more patients around the world with triple negative breast
cancer and continue to explore its potential in many other types of cancer, both as a monotherapy and in combination with other
treatments".
On September 13, 2020, Gilead
and Immunomedics announced that Gilead, Immunomedics and Maui Merger Sub, Inc., a wholly owned subsidiary of Gilead
("Purchaser") had signed a definitive merger agreement pursuant to which a tender offer would be made. Pursuant
to the merger agreement, Gilead and Purchaser commenced a tender offer on September 24, 2020, to acquire all outstanding
shares of Immunomedics at a price of $88.00 per share, net to the seller in cash, without interest. On October 23,
2020, Gilead successfully completed the tender offer for all outstanding shares of common stock of Immunomedics and accepted
for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer, and Gilead will
promptly pay for such shares, which shares represented approximately 81.38% of Immunomedics' outstanding shares
(not including 12,451,797 shares delivered through Notices of Guaranteed Delivery, representing approximately 5.38% of
the shares outstanding). Pursuant to the terms of the merger agreement, Purchaser merged with and into Immunomedics on
October 23, 2020. All outstanding shares of common stock of Immunomedics, other than (i) shares owned by Gilead,
Purchaser or any of Gilead's direct or indirect wholly owned subsidiaries, (ii) shares owned by Immunomedics (or
held in Immunomedics' treasury) and (iii) shares held by Immunomedics stockholders who properly demand appraisal
for their shares under Delaware law, were cancelled and converted into the right to receive cash equal to the $88.00 price
per share.
As a result of the completion of the merger, Immunomedics
has become a wholly owned subsidiary of Gilead and the common stock of Immunomedics will no longer be listed for trading on the
Nasdaq Global Market, which is expected to take effect as of the close of market on October 23, 2020.
About Immunomedics
Immunomedics is a leader in next-generation
antibody-drug conjugate (ADC) technology, committed to help transform the lives of people with hard-to-treat cancers. The company's
proprietary ADC platform centers on using a novel linker that does not require an enzyme to release the payload to deliver an
active drug inside the tumor cell and the tumor microenvironment, thereby producing a bystander effect. Trodelvy, the company's
lead ADC, is the first ADC the FDA has approved for the treatment of people with metastatic triple-negative breast cancer and
is also the first FDA-approved anti-Trop-2 ADC. For additional information on Immunomedics, please visit its website at
http://www.immunomedics.com
.
October 23, 2020
Page 2
About Gilead Sciences
Gilead Sciences, Inc.
is a research-based biopharmaceutical company that discovers, develops and commercializes innovative medicines in areas of unmet
medical need. The company strives to transform and simplify care for people with life-threatening illnesses around the world.
Gilead has operations in more than 35 countries worldwide, with headquarters in Foster City, California. For more information
on Gilead Sciences, please visit the company's website at
www.gilead.com
.
Forward-Looking
Statements
This communication
contains forward-looking statements related to Gilead, Immunomedics and the acquisition of Immunomedics by Gilead that are
subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the
companies' and members of their senior management team. Forward-looking statements include, without limitation, statements
regarding the business combination and related matters, prospective performance and opportunities, post-closing operations and
the outlook for the companies' businesses, including, without limitation, the ability of Gilead to advance Immunomedics'
product pipeline and successfully commercialize Trodelvy; expectations for achieving full U.S. Food and Drug Administration approval
based on Immunomedics' confirmatory data for Trodelvy and Immunomedics' development of Trodelvy for additional indications;
clinical trials (including the anticipated timing of clinical data, the funding therefor, anticipated patient enrollment, trial
outcomes, timing or associated costs); the possibility of unfavorable results from clinical trials; regulatory applications and
related timelines, including the filing and approval timelines for Biologics License Applications and supplements; difficulties
or unanticipated expenses in connection with integrating the companies; and any assumptions underlying any of the foregoing. Investors
are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties
and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those
currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to
differ from expectations contemplated by forward-looking statements include: the effects of the transaction on relationships with
employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory approvals
or actions, if any; Immunomedics' ability to meet post-approval compliance obligations (on topics including but not limited
to product quality, product distribution and supply chain requirements, and promotional and marketing compliance); imposition of
significant post-approval regulatory requirements on Immunomedics' products, including a requirement for a post-approval
confirmatory clinical study, or failure to maintain (if received) or obtain full regulatory approval for Immunomedics' products
due to a failure to satisfy post-approval regulatory requirements, such as the submission of sufficient data from a confirmatory
clinical study; the impact of competitive products and pricing; other business effects, including the effects of industry, economic
or political conditions outside of the companies' control; transaction costs; actual or contingent liabilities; adverse impacts
on business, operating results or financial condition in the future due to pandemics, epidemics or outbreaks, such as COVID-19;
and other risks and uncertainties detailed from time to time in the companies' periodic reports filed with the U.S. Securities
and Exchange Commission, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on
Form 10-K. All forward-looking statements are based on information currently available to Gilead and Immunomedics, and Gilead
and Immunomedics assume no obligation and disclaim any intent to update any such forward-looking statements.
# # #
For more information
on Gilead Sciences, please visit the company's website at www.gilead.com, follow Gilead on Twitter (@GileadSciences)
or call Gilead Public Affairs at 1-800-GILEAD-5 or
1-650-574-3000.

text: GILEAD SCIENCES

text: IMMUNOMEDICS, INC.

text: Gilead Sciences, Inc.

text: Immunomedics, Inc.

text: Gilead Sciences

text: Gilead Sciences

text: Gilead Sciences, Inc.

text: Gilead Sciences

text: Gilead Sciences


text:
EX-99.1
3
d161812dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Kaiser Aluminum Corporation Completes the Purchase of Alcoa Warrick LLC, and
Re-enters
the North
American Aluminum Packaging Industry
FOOTHILL RANCH, Calif., April
1, 2021
-Kaiser Aluminum Corporation (NASDAQ:KALU),
today announced that it has completed its acquisition of Alcoa Warrick LLC, containing all the assets of the Warrick Rolling Mill ("Warrick"), from Alcoa Corporation ("Alcoa") for a purchase price of $670 million. As
previously announced, Alcoa retains ownership of the related smelting assets, power plant, and land. In conjunction with the acquisition, Kaiser Aluminum has entered into a long-term ground lease that includes provisions for utility services, and
other agreements that include a transition services agreement and a market based molten aluminum supply agreement.
"Today we begin a new chapter in
our history as we welcome 1,200 Warrick employees to the Kaiser Aluminum family", said Keith A. Harvey, President and Chief Executive Officer. "The acquisition provides us with a strategic
re-entry
into the attractive aluminum packaging industry with excellent opportunities for further growth and significantly enhances, diversifies and reduces the cyclicality of our portfolio.
"The outlook for the beverage and food packaging markets is strong with favorable demand and industry dynamics driving growth. The Warrick rolling mill
is one of only four dedicated can sheet mills in North America and we expect to become a significant participant in the supply chain solution in meeting the growing North American demand", stated Mr. Harvey.
The acquisition closed on March 31, 2021 and the total purchase price was funded with a combination of existing cash on hand, and the assumption of other
post-employment benefits (OPEB) liabilities, subject to other customary post-closing adjustments. The Company will provide additional information and an updated outlook for 2021, reflecting the addition of Warrick, during its first quarter earnings
call in April 2021.
Company Description
Kaiser Aluminum Corporation, headquartered in Foothill Ranch, Calif., is a leading producer of semi-fabricated specialty aluminum products, serving customers
worldwide with highly-engineered solutions for aerospace and high-strength, packaging, custom automotive, general engineering, and other industrial applications. The Company's North American facilities produce value-added sheet, plate,
extrusions, rod, bar, tube, and wire products, adhering to traditions of quality, innovation, and service that have been key components of the culture since the Company was founded in 1946. The Company's stock is included in the Russell 2000
®
index and the S&P Small Cap 600
®
index.
Available Information
For more information, please visit the Company's website at
www.kaiseraluminum.com
.
The website includes a section for
investor relations under which the Company provides notifications of news or announcements regarding its financial performance, including Securities and Exchange Commission (SEC) filings, investor events, and earnings and other press releases. In
addition, all Company filings submitted to the SEC are available through a link to the section of the SEC's website at
www.sec.gov
,
which includes: Annual Reports on Form
10-K,
Quarterly Reports on Form
10-Q,
Current Reports on Form
8-K
and Proxy Statements for the Company's annual stockholders' meetings, and other information
statements as filed with the SEC. In addition, the Company provides a webcast of its quarterly earnings calls and certain events in which management participates or hosts with members of the investment community.
Forward-Looking Statements
This press release
contains statements which constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information
available to it at the time such statements are made. Kaiser Aluminum cautions that any forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially
from those in the forward-looking statements as a result of various factors. These factors include: (a) the Company's ability to integrate acquired operations and technologies, continue to realize manufacturing efficiencies and remain a
low cost producer, drive innovative solutions and further advance its capabilities; (b) the effectiveness of management's strategies and decisions, including capital spending strategies and decisions; (c) general economic and business
conditions, including the impact of the global outbreak of Coronavirus Disease 2019 and governmental and other actions taken in response, cyclicality and other conditions in the aerospace, defense, automotive, general engineering, aluminum packaging
and other end markets the Company serves; and (d) other risk factors summarized in the Company's reports filed with the Securities and Exchange Commission, including the Company's Form
10-K
for
the year ended December 31, 2020. The Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company's expectations.
Investor Relations and Public Relations Contact:
Melinda C. Ellsworth
Kaiser Aluminum Corporation
(949)
614-1757

text: Kaiser Aluminum Corporation

text: Alcoa Warrick LLC

text: Kaiser Aluminum Corporation

text: Alcoa Warrick LLC

text: Kaiser Aluminum

text: Kaiser Aluminum

text: Keith A. Harvey

text: Kaiser Aluminum Corporation

text: Kaiser Aluminum

text: Kaiser Aluminum Corporation


text:
EX-99.1
3
exhibit2.htm
EX-99.1
EX-99.1
FOR IMMEDIATE RELEASE
CONTACT:
Kent Jenkins Jr.
Vice President, Communications
AMERIGROUP Corporation
Julie Loftus Trudell
Vice President, Investor Relations
AMERIGROUP Corporation
757-518-3671 757-321-3597
AMERIGROUP Completes Acquisition of CarePlus Health Plan;
Adds Over $200 Million in Annualized Revenue
AMERIGROUP Membership Now Exceeds 1 Million
VIRGINIA BEACH, Va. (January 3, 2005)
- AMERIGROUP Corporation (NYSE: AGP) announced today
that it has completed the previously announced acquisition of CarePlus Health Plan, one of the
largest Medicaid managed care organizations in New York City, and has received appropriate
regulatory approvals. The acquisition was effective January 1, 2005.
The CarePlus acquisition provides AMERIGROUP with about 115,000 members served by New York's
Medicaid, Child Health Plus and Family Health Plus programs. The purchase also will add over
$200 million in annualized revenues to AMERIGROUP.
This purchase increases AMERIGROUP's total membership to more than 1 million and marks the
Company's entry into its seventh state. CarePlus' service area includes New York City (Brooklyn,
Manhattan, Queens and Staten Island) and Putnam County. CarePlus is also authorized to offer a
managed long-term care program in New York City.
"A key feature of AMERIGROUP's growth strategy has always been to move into major urban areas,
and New York has long been at the top of our list", said Jeffrey L. McWaters, AMERIGROUP
chairman and chief executive officer. "The acquisition of CarePlus enables us to take full
advantage of significant growth opportunities and it will further strengthen AMERIGROUP's
presence in the Northeast".
"With more than $40 billion in Medicaid expenditures a year, New York State is the nation's
largest Medicaid market, and the State has recognized the positive contributions that Medicaid
managed care provides its citizens", McWaters continued. "We look forward to building on
CarePlus' quality service and award-winning programs".
"Like AMERIGROUP, CarePlus has always been a strong organization with a history of consistent
growth", said Karin Ajmani, who has served as president of CarePlus and will continue to lead
AMERIGROUP operations in New York. "We are delighted to join AMERIGROUP, the nation's leader in
Medicaid managed care. Our combined organization will be able to increase our members' access to
quality healthcare and offer more innovations to our members, providers and State partners".
In other Company news, AMERIGROUP has been named one of "America's Best Managed Companies" by
Forbes
magazine. In its annual survey of the country's most successful businesses, which appears
in its January 10 edition,
Forbes
cites 26 companies as leaders in specific sectors of the
American economy.
Forbes
singles out AMERIGROUP as the best managed company in the healthcare
equipment and services category, a group that includes the major health insurers and a diverse
array of other healthcare concerns.
Headquartered in Virginia Beach, Virginia, AMERIGROUP Corporation is a multi-state managed
healthcare company that is focused on serving people who receive benefits through such publicly
sponsored programs as Medicaid, State Children's Health Insurance Program (SCHIP) and
FamilyCare. The Company operates plans in New York, New Jersey, Maryland, Illinois, Florida,
Texas and the District of Columbia. For more information, please contact Kent Jenkins at
757-518-3671 or visit the Company's web site at www.amerigroupcorp.com.
This release is intended to be disclosure through methods reasonably designed to provide
broad, non-exclusionary distribution to the public in compliance with the Securities and
Exchange Commission's Fair Disclosure Regulation. This release contains certain
"forward-looking" statements, including statements related to expected 2004 and 2005
performance such as membership, revenues, same-store premium revenues, operating cash flows,
health benefits expenses, seasonality of health benefits expenses, selling, general and
administrative expenses, days in claims payable, income tax rates, earnings per share, and net
income growth, as well as expectations on the effective date, purchase price, estimated
membership levels and successful integration of acquisitions and debt levels, made pursuant to
the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties that may cause the
Company's actual results in future periods to differ materially from those projected or
contemplated in the forward-looking statements. These risks and uncertainties include, but are
not limited to, national, state and local economic conditions, including their effect on the
rate-setting process, timing of payments, as well as the availability and cost of labor,
utilities and materials; the effect of government regulations and changes in regulations
governing the healthcare industry, including our compliance with such regulations and their
effect on our ability to manage our medical costs; changes in Medicaid payment levels,
membership eligibility and methodologies and the application of such methodologies by the
government; liabilities and other claims asserted against the company; our ability to attract
and retain qualified personnel; our ability to maintain compliance with all minimum capital
requirements; the availability and terms of capital to fund acquisitions and capital
improvements; the competitive environment in which we operate; our ability to maintain and
increase membership levels; and demographic changes.
Investors should also refer to our
Form 10-K
for the year ended December 31, 2003 filed with the
Securities and Exchange Commission on March 9, 2004, for a discussion of risk factors. Given
these risks and uncertainties, we can give no assurances that any forward-looking statements
will, in fact, transpire and, therefore, caution investors not to place undue reliance on them.
We specifically disclaim any obligation to update or revise any forward-looking statements,
whether as a result of new information, future developments or otherwise.
# # #

text: AMERIGROUP Corporation

text: Julie Loftus Trudell

text: AMERIGROUP Corporation

text: AMERIGROUP

text: CarePlus Health Plan

text: AMERIGROUP

text: AMERIGROUP Corporation

text: CarePlus Health Plan

text: CarePlus

text: AMERIGROUP

text: AMERIGROUP

text: AMERIGROUP

text: CarePlus

text: CarePlus

text: AMERIGROUP

text: AMERIGROUP

text: CarePlus

text: AMERIGROUP

text: CarePlus

text: AMERIGROUP

text: CarePlus

text: CarePlus

text: AMERIGROUP

text: AMERIGROUP

text: AMERIGROUP

text: AMERIGROUP

text: AMERIGROUP Corporation


text:
EX-99.1
4
exhibit991.htm
EXHIBIT 99.1 (PRESS RELEASE DATED APRIL 1, 2019)
Exhibit 99.1
9503 East 33
rd
Street
Indianapolis, IN 46235-4207
(800) CELADON
(317) 972-7000
For more information:
FOR IMMEDIATE RELEASE
Paul Svindland
April 1, 2019
Chief Executive Officer
(317) 972-7000
psvindland@celadontrucking.com
Celadon Group Divests A&S/Kinard and Buckler Transport Business Units
and Amends Credit Agreement
INDIANAPOLIS - April 1, 2019 - Celadon Group, Inc. ("Celadon", the "Company", "we", or "us") (OTCPink: CGIP) announced today that it has disposed of its A&S Kinard and Buckler Transport subsidiaries (collectively, "A&S/Buckler") in an all cash transaction. In addition, the Company has entered into a Fifteenth Amendment to its credit facility.
Disposition
The Company continued its strategic plan to streamline operations, reduce total debt, and focus on its core business by completing the sale of A&S/Buckler effective April 1, 2019. The purchaser was an affiliate of Day & Ross Inc., a leading Canadian LTL, truckload and dedicated carrier and subsidiary of McCain Foods Limited. The Company had acquired the A&S/Buckler businesses in 2014-15, and these business units had operated largely on a standalone basis, primarily providing regional, dedicated, and specialized transportation services in the Northeast and Mid-Atlantic regions. In 2018, A&S/Buckler generated approximately $160.4 million in revenue, excluding certain operations that were not included in the transaction. The gross enterprise value for the transaction was approximately $139.5 million, subject to customary adjustments. Approximately $67.5 million of the proceeds was used to pay down A&S's equipment debt and capital leases, and the balance was used to pay transaction expenses, to reduce borrowings under the Company's revolving credit agreement, and to provide additional liquidity.
Credit Agreement Amendment
On March 29, 2019, the Company and substantially all of its subsidiaries entered into a Fifteenth Amendment to the Company's credit facility. The amendment, among other changes, provided for the following:
·
Consent framework for the A&S/Buckler disposition as well as an additional contemplated disposition that is expected to occur by April 15.
·
Reduction of the previous pay down requirement and an extension of the pay down date from March 31 to April 15, to align the credit agreement terms with the expected net proceeds and timing of the A&S/Buckler disposition and the other contemplated disposition.
·
Reset of the maximum borrowing amount and maximum outstanding amount available under the credit facility to align with the revised pay down requirement and timing.
·
Additional funds for liquidity and revised financial covenants through May 24.
1
The existing credit facility matures on June 29, 2019, and contains financial and other terms that require a material pay down by April 15 (which we expect to satisfy with the contemplated disposition referenced above) and additional amendment or extension by May 24. The Company intends to use the period through May 24 to continue evaluating, together with its revolving credit lenders, the potential for a long-term extension of the credit facility as well as all available alternatives.
Company Comments
Paul Svindland, the Company's Chief Executive Officer, commented: "We appreciate the contributions of A&S/Buckler team over the several years they were part of our Celadon family of companies. They have outstanding businesses and will find a strong fit and home at Day & Ross, which is building a leading dedicated truckload business in North America. We expect that all A&S/Buckler stakeholders - drivers and other employees, customers, and vendors - will experience a smooth transition and a bright future".
Mr. Svindland continued, "Over the past several quarters, we have been diligently focused on streamlining our business, improving the results of our core North American truckload operations, improving our capital structure, and resolving the accounting, litigation, and regulatory issues that had arisen under prior management. The sale of A&S/Buckler marks another material milestone toward executing our plan. We anticipate additional announcements in the near term as we focus on positioning the Company to pay down additional debt, refresh our tractor fleet, complete our financial restatement and audits, and solidify our capital structure".
Additional Information
The Company will provide additional information concerning the A&S/Buckler disposition and the credit agreement amendment on a Form 8-K to be filed with the United States Securities and Exchange Commission.
About Celadon
Celadon Group, Inc. (www.celadongroup.com), through its subsidiaries, provides long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight service across the United States, Canada, and Mexico.
Forward Looking Statements
This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases, including "expects", "expected", "will", "would be", "intends", "believes", and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In this press release, statements relating to the additional contemplated disposition, additional pay down of the credit facility, compliance with financial and other covenants, the evaluation of a long-term extension of the existing credit facility and available alternatives, the timing of near term announcements, and execution of the strategic plan, including those items mentioned above, among others, are forward-looking statements. Actual results may differ from those set forth in the forward-looking statements. Readers should review and consider factors that could cause actual results to differ from expectations, such as failure to complete the contemplated disposition, lower asset values, cash flow and liquidity shortfalls, the status of litigation and regulatory actions, the ability to negotiate ongoing extensions and amendments of the credit facility and other financial arrangements, the transition of the A&S/Buckler businesses, and various disclosures by the Company in its press releases, stockholder reports, and filings with the SEC.
2
Back to Form 8-K

text: Celadon Group

text: Buckler Transport

text: Celadon Group, Inc.

text: A&S Kinard

text: Buckler Transport

text:
Comments
Paul Svindland

text: Celadon Group, Inc.


text:
EX-99.1
2
lxrp_ex991.htm
EX-99.1
lxrp_ex991.htm
EXHIBIT 99.1
Lexaria Closes Sale of Non-Pharmaceutical THC-Related Assets
Asset Sale in Preparation for Potential US National Securities Exchange Listing
Kelowna, British Columbia, December 10, 2020
- Lexaria Bioscience Corp. (OTCQX: LXRP) (CSE: LXX) (the "Company" or "Lexaria"), a global innovator in drug delivery platforms,
announces that it has closed the sale of its non-pharmaceutical THC-related assets ("the Assets") held within Lexaria Canpharm ULC, a Lexaria wholly-owned subsidiary, to Hill Street Beverage Company Inc. ("Hill Street") (TSXV: BEER) as first announced on November 19, 2020.
The total agreed-upon purchase price for the Assets is $3,850,000. Lexaria has received $350,000 in cash (all prices in CDN$), 6,031,363 restricted common shares of Hill Street at a deemed price of $0.0829 per share as the first required equity-based payment, a promissory note having a principal amount of $2,000,000 and bearing interest at the rate of 10% per annum, and a limited license to use the DehydraTECH
TM
technology outside of Canada and the US for certain non-pharmaceutical, therapeutic and medicinal products that contain 0.3% or greater THC. Pursuant to the terms of the transaction, Lexaria will receive another $1,000,000 worth of common shares of Hill Street over the next sixteen months.
Lexaria retains ownership of the DehydraTECH technology (which Hill Street has acquired the right to use and sublicense for THC-related purposes) and all pharmaceutical applications of THC and other psychoactive cannabinoids. This transaction has no relevance on Lexaria's separate CBD business nor any other Lexaria business division.
Hill Street intends to begin commercializing the intellectual property immediately through both licensing and B2B sales, as well as utilize Lexaria's proprietary DehydraTECH process in its own brands while continuing to work with the existing THC licensee contracts it has now assumed from Lexaria. "We believe this acquisition positions us to become both the taste and experience leader in Cannabis 2.0 products", said Terry Donnelly, Chairman and CEO of Hill Street.
"We can't wait to see what Hill Street has up their sleeves with the full power of DehydraTECH supporting them", said Chris Bunka, Chairman and CEO of Lexaria. "Lexaria is actively preparing to focus on working with global leaders in the delivery of drugs and active ingredients for treatment of conditions such as hypertension and viral diseases, together with its ongoing programs to develop superior non-combusted, oral forms of nicotine".
The Asset sale was one of the larger objectives necessary to be met as Lexaria seeks to list its securities on a national US securities exchange, and Lexaria will report on developments related to that objective as they unfold.
-2-
About Lexaria
Lexaria Bioscience Corp.'s (OTCQX: LXRP, CSE: LXX) proprietary drug delivery technology, DehydraTECH™, improves the way active pharmaceutical ingredients (APIs) enter the bloodstream by promoting healthier oral ingestion methods and increasing the effectiveness of fat-soluble active molecules, thereby lowering overall dosing. The Company's technology can be applied to many different ingestible product formats, including foods, beverages, oral suspensions, tablets, and capsules. DehydraTECH has repeatedly demonstrated since 2016 with cannabinoids and nicotine the ability to increase bio-absorption by up to 5-10x, reduce time of onset from 1 - 2 hours to minutes, and mask unwanted tastes; and is planned to be further evaluated for orally administered bioactive molecules, including anti-virals, cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs), and nicotine. Lexaria has licensed DehydraTECH to multiple companies including a world-leading tobacco producer for the development of smokeless, oral-based nicotine products and for use in industries that produce cannabinoid beverages, edibles, and oral products. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 18 patents granted and approximately 60 patents pending worldwide. For more information, please visit www.lexariabioscience.com.
About Hill Street Beverage Company Inc. (TSX-V:BEER)
Hill Street Beverage Company is a leading and award-winning company focused on alcohol-free beer, wine, and adult-format beverages. Hill Street's brands include Hill Street Craft Brewed Lager, Vin(Zero) and Vintense wines, and have won numerous medals and accolades around the world. Hill Avenue Cannabis, the Company's wholly owned subsidiary, will produce and sell cannabis-infused adult beverages and other cannabis products with expected distribution at licensed outlets in 2020. Check out Hill Street's award-winning line-up and order product to be delivered straight to your home at www.hillstreetbeverages.com.
INVESTOR CONTACT:
ir@lexariabioscience.com
Phone: 866-221-3341
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements. Statements as such term is defined under applicable securities laws. These statements may be identified by words such as "anticipate", "if", "believe", "plan", "estimate", "expect", "intend", "may", "could", "should", "will", and other similar expressions. Such forward-looking statements in this press release include, but are not limited to, statements by the company relating the Company's ability to achieve a national securities exchange listing and the impact on the Company, as well as the Company's ability to carry out the hypertension, antiviral and pharmaceutical research initiatives, receive regulatory approvals or experience positive effects from any antiviral research or study. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that the Company will actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements. As such, you should not place undue reliance on these forward-looking statements. Factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, government regulation and regulatory approvals, managing and maintaining growth, the effect of adverse publicity, litigation, competition, scientific discovery, the patent application and approval process, potential adverse effects arising from the testing or use of products utilizing the DehydraTECH technology, the Company's ability to maintain existing collaborations and realize the benefits thereof, and other factors which may be identified from time to time in the Company's public announcements and periodic filings with the US Securities and Exchange Commission on EDGAR. There is no assurance that existing capital is sufficient for the Company's needs or that it will be able to raise additional capital. There is no assurance the Company will be capable of developing, marketing, licensing, or selling products containing any active ingredient. There is no assurance that any planned corporate activity, scientific research or study, business venture, letter of intent, technology licensing pursuit, patent application or allowance, consumer study, or any initiative will be pursued, or if pursued, will be successful. There is no assurance that any of Lexaria's postulated uses, benefits, or advantages for the patented and patent-pending technology will in fact be realized in any manner or in any part. No statement herein has been evaluated by the Food and Drug Administration (FDA). Lexaria-associated products are not intended to diagnose, treat, cure or prevent any disease.
Any forward-looking statements contained in this release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

text: Lexaria

text: Lexaria Bioscience Corp.

text: Lexaria

text: Lexaria Canpharm ULC

text: Lexaria

text: Hill Street Beverage Company Inc.

text: Lexaria

text: Lexaria

text: Lexaria

text: Lexaria

text: Lexaria

text: Lexaria

text: Lexaria

text: Terry Donnelly

text: Chris Bunka

text: Lexaria

text: Lexaria

text: Lexaria

text: Lexaria

text: Lexaria

text: Lexaria Bioscience Corp.

text: Lexaria

text: Lexaria

text: Hill Street Beverage Company Inc.

text: Lexaria


text:
EX-99.3
30
c40741_ex99-3.txt
Exhibit 99.3
DOCUMENT OF THE DEPARTMENT OF COMMERCIAL AFFAIRS OF HENAN PROVINCE
Henan commercial capital administration [2005] NO. 210
--------------------------------------------------------------------------------
Opinion on the Acquisition of Henan Zhongpin Food Co., Ltd.
Bureau of Commercial Affairs of Xuchang City:
We are in receipt of the Application for Instructions Concerning the
Change of Henan Zhongpin Food Co., Ltd. into a Foreign Invested Enterprise
submitted by your bureau. Upon review of said application, we are of the
following opinion:
1. We approve the stock acquisition of Henan Zhongpin Food Co., Ltd.(the
"Company"). We agree that the shareholders of the Company may transfer the 100%
of the stock of the Company that they hold to Falcon Link Investment Limited,
registered in British Virgin Islands) where shareholder Zhu Xianfu may transfer
his 71.6% holding of the Company's stock, Ben Baoke may transfer his 7.45%
holding of the Company's stock, Si Shuichi may transfer his 5.28% holding of the
Company's stock, Wang Qinghe may transfer his 5.44% holding of the Company's
stock, Liu Chaoyang may transfer his 5.51% holding of the Company's stock, and
Wang Juanjuan may transfer her 4.72% holding of the Company's stock. After the
stock acquisition, the status of the Company shall change into that of a
wholly-owned foreign enterprise ["WOFE"]. We approve the By-laws signed by the
investor Falcon Link Investment Limited on August 25, 2005, and we agree to
issue the Certificate of Approval for Establishment of Enterprises with Foreign
Investment, with the certificate number to be Commercial Foreign Capital Henan
Government Capital [these being abbreviations of the certificate issuer] No.
[2005] 0030. After the acquisition, the Company, as an enterprise with foreign
investment, shall succeed to the claims and liabilities of the Company accrued
or incurred before the acquisition.
2. We approve the overall investment of the Company to be RMB (Y)22.85
million [US $2.76 at the exchange rate of US $1 = RMB (Y)8.27] and the
registered capital to be RMB (Y)16 million [US $1.93 million at the exchange
rate of US $1 = RMB (Y)8.27], and we agree that the investor Falcon Link
Investment Limited shall invest in cash in U.S. dollars and it shall hold 100%
of the registered capital [of the Company].
3. We approve the Company's scope of business to be the following:
processing of domestic animals and poultry as well as their products; animal
oil, aquatic products, drinking water, fast frozen fast food, fast frozen
vegetables, processing and selling of canned food, import and export business
(excluding distribution of imported goods).
4. We approve that the duration of operation of the Company shall be 20
years starting from the date on which the Company changes its registration into
that of an enterprise with foreign investment.
Please give notice to the Company that based upon this Opinion and the
Certificate of Approval, it may change its registration or submit documents for
official record with the proper authorities including the Bureau of
Administration for Industry and Commerce within the provided period of time.
The above constitutes the reply [to your application].
September 13, 2005
[certified with the official stamp of Department of Commercial Affairs of
Henan Province]
Key words: foreign trade, foreign investment, company, acquisition,
opinion
--------------------------------------------------------------------------------
cc: Commission of Development and Reform of [Henan] Province, Department of
Finance [of Henan Province], Bureau of Administration for Industry and Commerce
[of Henan Province], Bureau of National Taxation [of Henan Province], Bureau of
Adminstration for Foreign Currency [of Henan Province], Bureau of Technological
Monitor [of Henan Province], the Customs of Zhengzhou, and officials of this
Department. Also filed for record.
--------------------------------------------------------------------------------
Office of the Bureau of Commercial Affairs of Henan Province, issued on
September 13, 2005
--------------------------------------------------------------------------------

text: Henan Zhongpin Food Co., Ltd.

text: Henan Zhongpin Food Co., Ltd.

text: Henan Zhongpin Food Co., Ltd.


text:
EX-99.1
4
a17-17987_12ex99d1.htm
EX-99.1
Exhibit 99.1
Sizmek Announces Successful Completion of Cash Tender Offer for Shares of Rocket Fuel
NEW YORK, New York, REDWOOD CITY, California, September 6, 2017 - Rocket Fuel Inc. (NASDAQ: FUEL) (the "Company" or "Rocket Fuel") and Sizmek Inc. ("Sizmek" or "Parent") today announced the successful completion of the tender offer (the "Offer") by Fuel Acquisition Co. ("Merger Sub"), a wholly owned subsidiary of Sizmek and an affiliate of Vector Capital ("Vector"), for all of the outstanding shares of common stock of the Company at a price of $2.60 per share, payable net to the sellers thereof in cash, without interest, subject to any deduction or withholding of taxes required by applicable laws.
The Offer expired at 12:00 midnight, New York City time, at the end of September 5, 2017, and a total of 33,361,649 shares were tendered into and not withdrawn from the Offer (not including 2,437,573 shares tendered pursuant to notices of guaranteed delivery), representing approximately 71% of Rocket Fuel's outstanding shares. The condition to the Offer that at least a majority of the outstanding shares of Rocket Fuel's common stock be validly tendered and not validly withdrawn prior to the expiration of the Offer was satisfied, and, accordingly, all shares that were validly tendered and not validly withdrawn were accepted for payment and Parent is promptly paying for all such tendered shares in accordance with the terms of the Offer.
As a result of its acceptance of the shares tendered in the Offer, Sizmek has acquired a sufficient number of shares of Rocket Fuel's common stock to close the merger of Merger Sub with and into Rocket Fuel without the affirmative vote of Rocket Fuel's other stockholders pursuant to Section 251(h) of the Delaware General Corporation Law. The merger is expected to be completed today.
Upon completion of the merger Rocket Fuel will become a wholly owned subsidiary of Sizmek. In the merger, each share of common stock of Rocket Fuel that was not validly tendered in the Offer (other than shares owned by Parent, Merger Sub or Rocket Fuel (as treasury stock), any subsidiary of Parent or Rocket Fuel, or by any stockholder of Rocket Fuel who or which is entitled to and properly demands and perfects appraisal of such shares pursuant to, and complies in all respects with, the applicable provisions of Delaware law) will be cancelled and converted into the right to receive the same $2.60 per share in cash, without interest, that was paid in the Offer. In addition, the parties anticipate that the common stock of Rocket Fuel will cease to be traded on the Nasdaq at the close of market on September 6, 2017, following completion of the merger, unless the merger is completed prior to the Nasdaq opening on September 6, 2017, in which case the stock will not trade on that day.
About Rocket Fuel
Rocket Fuel Inc. is a predictive marketing software company that uses artificial intelligence to empower agencies and marketers to anticipate people's need for products and services. Headquartered in Redwood City, Calif., Rocket Fuel has more than 20 offices worldwide and trades on the NASDAQ Global Select Market under the ticker symbol "FUEL." Rocket Fuel, the Rocket Fuel logo, Moment Scoring, Advertising That Learns and Marketing That Learns are trademarks or registered trademarks of Rocket Fuel Inc. in the United States and other countries.
About Sizmek
Sizmek is the largest independent buy-side advertising platform that creates impressions that inspire. In the digital world, creating impressions that inspire is vital to building meaningful, long-lasting relationships with your customers. Sizmek provides powerful, integrated solutions that enable data, creative, and media to work together for optimal campaign performance across the entire customer journey. Our AI-driven decisioning engine can identify robust insights within data across the five key dimensions of predictive marketing -campaigns, consumers, context, creative, and cost. We bring all the elements of our clients' media plans together in one place to gain better understanding for more meaningful relationships, make every moment of interaction matter, and drive more value across the entire plan. Sizmek operates its platform in more than 70 countries, with local offices in many countries providing award-winning service throughout the Americas, EMEA, and APAC, and connecting more than 20,000 advertisers and 3,600 agencies to audiences around the world.
Cautionary Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements. When used in this press release, the words "can", "will", "believes", "intends", "expects", "is expected", similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risks. Sizmek does not assume any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by law.

text: Rocket Fuel Inc.

text: Sizmek Inc.

text: Fuel Acquisition Co.

text: Rocket Fuel Inc.

text: Rocket Fuel Inc.


text:
EX-99.1
4
blackridge_ex9901.htm
PRESS RELEASE
Exhibit 99.1
Black Ridge
Oil & Gas Completes Williston Basin Acquisition
MINNETONKA, MN
- December 16, 2013 - Black Ridge Oil & Gas, Inc. (the "Company") (OTCQB: ANFC), a well-positioned
exploration and production (E&P) company focused on non-operated Bakken and Three Forks properties, today announced the closing
of its previously announced acquisitions in the Williston Basin ("Corral Creek Acquisition").
On December 13,
2013, the Company completed the acquisition of certain producing oil and gas wells and development acreage in the Williston Basin
for $20.6 million, including net purchase price adjustments of $0.1 Million. The effective date for the Corral Creek Acquisition
was October 1, 2013.
Black Ridge Oil
& Gas funded the Corral Creek Acquisition with proceeds from its re-determined senior secured credit facility with Cadence
Bank, N.A., its second lien credit facility with Chambers Energy Capital, L.P., and cash on hand. At closing, Cadence increased
the Company's borrowing base from $7.0 million to $18.0 million.
Ken DeCubellis,
Black Ridge's Chief Executive Officer, said: "Closing this transaction marks a key milestone in our Company's growth
plan. We expect to end 2013 with 4.7 net wells in production, which is approximately 100% growth over the net wells in production
at year end 2012. The Company also has approximately 1.55 net wells preparing to drill, drilling, or awaiting completion. This
robust drilling activity sets the table for continued production growth in 2014".
DeCubellis was
interviewed by Oil & Gas 360
®
to discuss the near-term benefits and details of the Corral Creek Acquisition.
The interview can be found on the Black Ridge website and www.oilandgas360.com.
Cautionary
Statement as to Forward-Looking Statements
Certain statements
contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties not known
or disclosed herein that could cause actual results to differ materially from those expressed herein. These statements may include
projections and other "forward-looking statements" within the meaning of the federal securities laws. Any such projections
or statements reflect the Company's current views about future events and financial performance. No assurances can be given
that such events or performance will occur as projected and actual results may differ materially from those projected. Important
factors that could cause the actual results to differ materially from those projected include, without limitation, general economic
or industry conditions nationally and/or in the communities in which our Company conducts business, volatility in commodity prices
for crude oil and natural gas, environmental risks, legislation or regulatory requirements, conditions of the securities markets,
our ability to raise capital or have access to debt financing, changes in accounting principles, policies or guidelines, financial
or political instability, acts of war or terrorism, increases in operator costs, acquisition and investment opportunities available
to the Company, other economic, competitive, governmental, regulatory and technical factors affecting our Company's operations,
products, services and prices and other risks inherent in the Company's business that are detailed in the Company's Securities
and Exchange Commission ("SEC") filings. Readers are encouraged to review these risks in the Company's SEC filings.
About the Company
Black Ridge Oil
& Gas, Inc. is an oil and gas exploration and production company based in Minnetonka, Minnesota. Black Ridge's focus is exclusive
to the Williston Basin Bakken and Three Forks trend in North Dakota and Montana. For additional information, visit the Company's
website at www.blackridgeoil.com.
Make sure you
are first to receive timely information on the Company when it hits the newswire. Sign up for Black Ridge's email news alert system
today at http://ir.stockpr.com/blackridgeoil/email-alerts
Contact
Black Ridge Oil & Gas, Inc.
Ken DeCubellis, Chief Executive Officer
952-426-1241
www.blackridgeoil.com

text:
Black Ridge
Oil & Gas

text: Black Ridge Oil & Gas, Inc.

text:
Black Ridge Oil
& Gas

text:
Black Ridge Oil
& Gas, Inc.

text: Black Ridge Oil & Gas, Inc.