text:
EX-99.1
2
ex99_128dec2015.htm
EXHIBIT 99.1
Exhibit 99.1
THIS PRESS RELEASE IS NOT INTENDED TO BE RELEASED, DISTRIBUTED OR MADE PUBLIC, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR DEMAND FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO SWEDISH LAW. THE OFFER IS NOT BEING MADE TO (AND ACCEPTANCES WILL NOT BE ACCEPTED FROM) PERSONS IN JURISDICTIONS WHERE THEIR PARTICIPATION DEMAND FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO SWEDISH LAW. THIS PRESS RELEASE IS NOT AN EXTENSION INTO THE UNITED STATES OF THE OFFER MENTIONED BELOW AND IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES. THIS PRESS RELEASE MAY NOT BE RELEASED, DISTRIBUTED OR MADE PUBLIC IN AUSTRALIA, HONG KONG, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA. PLEASE SEE THE IMPORTANT NOTICE UNDER "IMPORTANT INFORMATION" AT THE END OF THIS DOCUMENT.
THIS PRESS RELEASE HAS BEEN PUBLISHED IN SWEDISH AND ENGLISH. IN THE EVENT OF ANY DISCREPANCY BETWEEN THE SWEDISH ORIGINAL TEXT AND THE ENGLISH TRANSLATION, THE SWEDISH ORIGINAL TEXT SHALL PREVAIL.
Press release 24 November 2015
Extended acceptance period in Progenics' offer to acquire the shares in EXINI has ended
On 13 October 2015 Progenics Pharmaceuticals, Inc. ("Progenics") announced a cash offer to the shareholders of EXINI Diagnostics AB (publ) ("EXINI") to acquire all outstanding shares in EXINI for SEK 3.15 in cash per share (the "Offer"). At the end of the initial acceptance period, which expired on 5 November 2015 at 5.00 p.m. (CET), the Offer had been accepted by shareholders representing a total of 16,993,873 shares, corresponding to approx. 92.45 percent of the total shares in EXINI. Progenics thus decided to complete the Offer and declared the Offer unconditional and extended the acceptance period.
At the end of the extended acceptance period on 20 November 2015 at 5.00 p.m. (CET), the Offer had been accepted by additional shareholders representing 800,977 shares. Progenics will not further extend the acceptance period and controls after completion of the Offer a total of 17,794,850 shares, corresponding to 96.81 percent of the total shares in EXINI.
Settlement for shares tendered during the extended acceptance period is expected to start on or around the 27 November 2015.
Progenics has by sending a letter to the board of EXINI initiated a compulsory redemption (squeeze- out) of the remaining shares in EXINI. EXINI has on 23 November 2015 announced that it will be delisted from Nasdaq First North, Stockholm and that the last trading day in the share will be 4 December 2015.
For additional information, please contact:
Progenics Pharmaceuticals, Inc
Melissa Downs, Investor Relations Manager
Phone +1 (914) 789-2801
Email mdowns@progenics.com
This information was submitted for publication on 24 November 2015 at 08.00 a.m. (CET).
About Progenics
Progenics Pharmaceuticals, Inc. is developing innovative medicines for oncology, with a pipeline that includes several product candidates in later-stage clinical development. Among the assets in its pipeline of targeted radiotherapy and molecular imaging compounds is AZEDRA™, an ultra-orphan radiotherapy candidate currently in a phase 2 study under an SPA. The Company's PSMA-targeted product candidates for prostate cancer include two small molecule imaging agents 1404 and PyL, and two therapeutic agents PSMA ADC, an antibody drug conjugate, and 1095, a small molecule radiotherapeutic. Progenics's first commercial product, RELISTOR® (methylnaltrexone bromide) for opioid-induced constipation, is partnered with and marketed by Valeant Pharmaceuticals International, Inc. Progenics' shares are quoted on the NASDAQ Stock Market LLC, New York, US, under the symbol PGNX. For additional information, please visit www.progenics.com.
About EXINI
EXINI develops and provides advanced software for automated image analysis, increasing accuracy and improving clinical efficiency when treating prostate cancer and other diseases. EXINI's image analysis technology combines the power of artificial neural networks, expert medical knowledge and large databases. The Company's products are designed to support the quality visualization and quantification of disease states in automated reports. EXINI's principal product is a bone scan index product, EXINIbone
BSI
.
IMPORTANT INFORMATION
This press release has been published in Swedish and English. In the event of any discrepancy between the Swedish original text and the English translation, the Swedish original text shall prevail.
The Offer pursuant to the terms and conditions presented in this press release is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish regulations.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country - any such action will not be permitted or sanctioned by Progenics. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or any agent fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, is not located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or that it is acting on a non- discretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and that is not giving an order to participate in such offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Progenics will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
For the purpose of this press release "United States" and "U.S." means the United States of America (including its territories and possessions, every State in the United States and the District of Columbia).
Forward-looking information
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Progenics. Any such forward-looking statements speak only as of the date on which they were made and Progenics has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable regulations.

text: EXINI

text: Progenics Pharmaceuticals, Inc.

text: EXINI Diagnostics AB

text: EXINI

text: EXINI

text: EXINI

text: EXINI

text: EXINI

text: EXINI

text: EXINI

text: Melissa Downs

text: Progenics Pharmaceuticals, Inc.

text: EXINI

text: EXINI

text: EXINI

text: EXINI


dataset: buster

text:
EX-99
3
exhibit991.htm
PRESS RELEASE - MAY 9, 2006
PRESS RELEASE
Exhibit 99.1
PRESS RELEASE
FOR RELEASE Tuesday, May 9
Azco Mining Acquires Summit Silver-Gold Project in New Mexico
Company Plans to Soon Begin Production at Steeple Rock Mining District Site
Glendale, AZ, May 9, 2006
-- Azco Mining Inc
. (OTC Pink Sheets: AZMN), a U.S.-based mining and exploration enterprise focused on
gold, silver, copper and industrial minerals
, announced today that it has acquired the Summit property, Grant County, southwestern New Mexico. The Summit silver-gold property, which is approximately 117 acres of patented and 600 acres of unpatented mining claims, contains drilled silver and gold mineralized material and has a current mining permit.
The company also acquired a permitted site suitable for processing activities located approximately 60 miles south of the Summit property on 257 acres of patented mining claims near Lordsburg, Hidalgo County, New Mexico. Azco further purchased a ball mill and a 400-ton-per-day flotation plant. The total transaction was valued at $1.3 million. The company plans to complete an engineering plan for the Summit mineralized material, erect the flotation plant at the Lordsburg processing site and begin production in the near future.
CEO Dr. Pierce Carson said, "We are acquiring the Summit at a time when silver and gold prices are at near-record levels and appear to be heading higher. In the 1980s, drilling and other work at the Summit that cost about $10 million resulted in significant mineralized material with grades in the range of 8 to 10 ounces of silver per ton and 0.12 to 0.15 ounces of gold per ton, which, at today's metal prices, represent an in-ground value exceeding $250 million.
"Although we have not yet finalized engineering studies, we believe that the Summit operation will be a profitable mining proposition on the basis of present estimates. The precious metals may be mined from underground and marketed as a flotation concentrate. The Summit has excellent upside exploration potential. It is located in the Steeple Rock Mining District, where there has been notable precious metals production in the past.
"In addition, we expect that the establishment of a flotation mill at Lordsburg will generate other mining and processing opportunities from the surrounding mining districts, many of which historically have yielded substantial production.
"We believe there are no significant obstacles to moving the Summit project forward. We have the important permits in place and have acquired most of the equipment necessary for processing. We are carrying out final engineering studies. Based on the results of those studies, we will be in a position to release more details, such as projected capital, operating costs and a schedule for production".
The patented claims are subject to underlying royalties. The company acquired the Summit property and related assets through the purchase of all the stock of the Lordsburg Mining Company, a New Mexico corporation, from Imagin Minerals, Inc., a privately owned industrial minerals company. The purchase was completed following consolidation of fragmented ownership of the assets, which previously were held by several entities both related and unrelated to the Lordsburg Mining Company. Azco Mining holds the Lordsburg Mining Company as a wholly owned subsidiary. The Summit acquisition is subject to a property identification agreement between the company and its CEO.
About Azco Mining Inc.
Azco Mining is a U.S.-based mining and exploration company focused on acquiring and developing gold, copper and industrial mineral properties. The company owns mineral lease rights to the Ortiz gold property in New Mexico, believed to contain 2 million ounces of gold; a high-quality mica mine and processing facility near Phoenix; and a world-class resource of micaceous iron oxide (MIO) in La Paz County, Ariz. Azco intends to build a portfolio of high-quality, diversified mineral assets with an emphasis on precious metals. To learn more about Azco Mining Inc., visit
http://www.azco.com
.
An investment profile about Azco Mining may be found at
http://www.hawkassociates.com/azco/profile.htm.
For investor relations information regarding Azco Mining, contact Frank Hawkins or Julie Marshall, Hawk Associates, at (305) 451-1888, e-mail: info@hawkassociates.com
. An online investor kit including press releases, current price quotes, stock charts and other valuable information for investors may be found at
http://www.hawkassociates.com
and
http://www.americanmicrocaps.com
.
The information contained herein regarding risks and uncertainties, which may differ materially from those set forth in these statements, in addition to the economic, competitive, governmental, technological and other factors, constitutes a "forward-looking statement" 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, the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbors created thereby. While the company believes that the assumptions underlying such forward-looking information are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking information will prove to be accurate. Accordingly, there may be differences between the actual results and the predicted results, and actual results may be materially higher or lower than those indicated in the forward-looking information contained herein.

label: organization

text: Azco Mining

text:
Azco Mining Inc
.

text: Azco

label: person

text: Pierce Carson

text: Azco Mining

text: Azco Mining

text: Azco

text: Azco Mining

text: Azco Mining

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
ex99-1.htm
PRESS RELEASE
ex99-1.htm
Exhibit 99.1
interactive technology solutions
FOR IMMEDIATE RELEASE
Bridgeline Digital Acquires Florida Based Magnetic
WOBURN, Mass., Oct. 4, 2011 (GLOBE NEWSWIRE) -- Bridgeline Digital, Inc. (Nasdaq: BLIN) announced today that it has acquired Magnetic Corp., expanding Bridgeline Digital's presence and iAPPS distribution into the Florida marketplace.
Founded in 1997, Magnetic is an award-wining interactive technology Company that provides web application development, web design, mobile application development, usability, web content management system implementations, and eCommerce implementations for its customers.
For the past 6 consecutive years, Magnetic has been selected as one the Best Places to Work in the Tampa, Florida metropolitan area by the Tampa Bay Business Journal. In addition, Magnetic is a Microsoft Gold Certified Development Partner. In 2010, Magnetic had annual sales of over $2 million and is profitable; servicing a.NET customer base that includes SunGard, the Florida State Golf Association, and Moffitt Cancer Center. To learn more about Magnetic, please visit www.magnetic.com.
Bridgeline Digital acquired Magnetic for $1.03 million dollars, in a combination of cash, common stock, and earn-out consideration based on certain future financial performance. Magnetic's Chief Executive Officer, Jennifer Bakunas, has joined Bridgeline Digital as Sr. Vice President and General Manager for the Florida region. Jennifer Bakunas was recently selected as a BusinessWoman of the Year Finalist by the Tampa Bay Business Journal.
"We are excited about our merger with Bridgeline", stated Jennifer Bakunas, Chief Executive Officer of Magnetic. "We are impressed with iAPPS and we believe our customer base and the Florida market will be very interested in the iAPPS product suite. It's an impressive and powerful web engagement management product suite. In addition, we believe Bridgeline's disciplines in sales and engagement delivery methodologies will help us to significantly grow the Florida region".
Thomas Massie, Bridgeline Digital's Chairman and Chief Executive Officer, stated, "We are ecstatic about our merger with the Magnetic team. They have outstanding development and delivery capabilities. In addition, we believe their deep knowledge in web content management and eCommerce will enhance iAPPS distribution in the Florida marketplace".
About Bridgeline Digital
Bridgeline Digital is a developer of an award-winning web experience management product suite and award-winning interactive business technology solutions that help customers leverage best in class web-based technologies to achieve their business objectives. The iAPPS Product Suite is an innovative SaaS solution that unifies Content Management, eCommerce, eMarketing, and Analytics capabilities into the heart of websites, online stores, intranets, extranets, and portals -- enabling business users to swiftly enhance and optimize the value of their web properties. iAPPS flexible architecture provides customers with a state of the art Cloud based deployment or traditional dedicated server
deployments.
Combined with award-winning interactive technology development services by Microsoft Gold-Certified development teams, Bridgeline Digital helps customers to cost-effectively maximize the value of their rapidly changing web applications. Bridgeline's teams of developers specialize in web application development, e-commerce development, usability engineering, SharePoint development, rich media development, and search engine optimization.
Bridgeline Digital is headquartered near Boston, with additional locations in Atlanta, Baltimore, Chicago, Denver, New York, Philadelphia, and Bangalore, India. Bridgeline Digital has hundreds of customers ranging from middle market organizations to divisions within Fortune 1,000 companies that include: Sun Chemical, Honeywell, Blue Cross Blue Shield, Novartis, Shaw Flooring, Marriott International, Berkshire Life, PODS, Budget Rent A Car, AARP, National Financial Partners, The Packard Foundation, DTCC, Cadaret, Grant & Co., National Insurance Crime Bureau, and the American Academy of Pediatrics. To learn more about Bridgeline, please visit www.bridgelinedigital.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates", "expects", "intends", "plans", "predicts", "believes", "seeks", "estimates", "may", "will", "should", "would", "could", "potential", "continue", "ongoing", similar expressions, and variations or negatives of these words. These forward-looking statements are not
guarantees of future results and are subject to risks, uncertainties and assumptions including the risks described in our filings with the Securities and Exchange Commission that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. We expressly disclaim any obligation to update any forward-looking statement.
# # #
BRIDGELINE Contact:
Michael Prinn
Senior Vice President & Chief Accounting Officer
Bridgeline Digital, Inc.
781-497-3016
mprinn@blinedigital.com
Jennifer Bakunas
Chief Executive Officer
Magnetic Corp.
813-514-4702
jennifer@magnetic.com

text: Bridgeline Digital

text: Magnetic

text: Bridgeline Digital, Inc.

text: Magnetic Corp.

text: Bridgeline Digital

text: Magnetic

text: Magnetic

text: Magnetic

text: Magnetic

text: Magnetic

text: Bridgeline Digital

text: Magnetic

text: Magnetic

text: Jennifer Bakunas

text: Bridgeline Digital

text: Jennifer Bakunas

text: Jennifer Bakunas

text: Magnetic

text: Bridgeline Digital

text: Magnetic

text: Bridgeline Digital

text: Bridgeline Digital

text: Bridgeline Digital

text: Bridgeline Digital

text: Bridgeline Digital

text: Bridgeline Digital, Inc.

text: Jennifer Bakunas

text: Magnetic Corp.


text:
EX-99.1
2
pressrelease-germanamerica.htm
EX-99.1
Document
NEWS RELEASE
For additional information, contact:
Mark A Schroeder, Executive Chair of German American Bancorp, Inc.
D. Neil Dauby, President & Chief Executive Officer of German American Bancorp, Inc.
Bradley M Rust, Senior Executive Vice President/COO/CFO of German American Bancorp, Inc.
(812) 482-1314
January 3, 2022 GERMAN AMERICAN ANNOUNCES COMPLETION OF MERGER WITH CITIZENS UNION BANCORP OF SHELBYVILLE, INC. AND CITIZENS UNION BANK OF SHELBYVILLE, INC.
JASPER, Indiana, German American Bancorp, Inc. (Nasdaq: GABC) announced today that it has completed its merger with Citizens Union Bancorp of Shelbyville, Inc., the parent company of Citizens Union Bank of Shelbyville, Inc. of Shelbyville, Kentucky, effective at 12:01 a.m. (Eastern time) on January 1, 2022. Immediately following completion of the holding company transaction, Citizens Union Bank merged with and into German American's banking subsidiary, German American Bank.
Each Citizens Union common shareholder of record at closing is entitled to receive a 0.7739 share of German American common stock and a cash payment of $13.44 for each of their former shares of Citizens Union common stock, subject to their surrender of the old Citizens Union shares to the exchange agent designated by German American. Instructions and forms to accomplish that surrender and exchange process are being mailed by the exchange agent to each of Citizens Union's shareholders of record as of closing.
D. Neil Dauby, President and CEO of German American, stated, "We are delighted to welcome Citizens Union's customers, employees and shareholders to German American. This merger with Citizens Union represents the next step in German American's strategic vision to expand our community-focused, customer-centric business model throughout the Commonwealth of Kentucky. This combination of German American's existing operations in the greater Louisville, Kentucky market area with that of Citizens Union's strong community banking franchise will result in tripling our market share to approximately 2.5% for an overall top-10 market share position. It increases German American's deposit market share rank to #4 of banks with less than $20 billion in assets. We are excited to expand in this very vibrant and growing market and
believe we are positioned extremely well to provide our extensive offerings of banking, insurance, and investment products and services to Citizens Union's current and prospective clients".
Dauby continued, "We expect that this strategic transaction will be accretive to German American's earnings per share during the 12 months following completion of the transaction, and will have a quick tangible book value earn back. Coupled with our previous First Security and Citizen First combinations, this transaction also adds to our efficiency and scale. Following completion of the merger, German American's pro forma capital ratios will continue to significantly exceed regulatory well-capitalized levels, enabling us to continue to take advantage of future organic growth opportunities in Kentucky and throughout our existing Southern Indiana market area".
David Bowling, CEO of Citizens Union, and Darryl Traylor, President of Citizens Union, will assume regional roles in a senior advisory capacity as Regional Chairman and Vice Chairman. Commenting on the merger, Mr. Bowling stated, "This partnership with German American will enable us to deepen and broaden the financial services we provide in each of our markets, materially increase our lending limits and will provide great opportunity for both our customers and employees. Citizens Union is well aligned with German American both culturally and strategically, and through this partnership, German American is gaining a significant presence in the greater Louisville, Kentucky market area".
Mr. Traylor added, "German American is consistently one of the nation's best-performing community banking organizations, and their stock provides our shareholders with enhanced liquidity and trading volume. German American's reputation, financial strength and capabilities will provide tremendous value to our customers, employees, communities and shareholders".
Piper Sandler & Co. served as financial advisor on the transaction to German American and Dentons Bingham Greenebaum LLP served as legal counsel.
ProBank Austin served as financial advisor on the transaction to Citizens Union and Frost Brown Todd LLC served as its legal counsel.
Forward-Looking Statements
This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like "believe", "continue",
2
"pattern", "estimate", "project", "intend", "anticipate", "expect" and similar expressions or future or conditional verbs such as "will", would", "should", "could", "might", "can", "may", or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected benefits of the merger (the "Merger") between German American Bancorp, Inc. ("German American") and Citizens Union Bancorp of Shelbyville, Inc. ("Citizens Union"), including future financial and operating results, cost savings, enhanced revenues, and accretion/dilution to reported earnings that may be realized from the Merger, as well as other statements of expectations regarding the Merger, and other statements of German American's goals, intentions and expectations; statements regarding German American's business plan and growth strategies; statements regarding the asset quality of German American's loan and investment portfolios; and estimates of German American's risks and future costs and benefits, whether with respect to the Merger or otherwise.
These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of German American and Citizens Union will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; revenues following the Merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the Merger; possible changes in economic and business conditions; the severity and duration of the COVID-19 pandemic and its impact on general economic and financial market conditions and German American's business, results of operations and financial condition; the existence or exacerbation of general geopolitical instability and uncertainty; the ability of German American to complete integration and attract new customers; possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the creditworthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to bank holding companies and banks like German American's affiliate bank; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity, credit and interest rate risks associated with German American's business; and other risks and factors identified in German American's filings with the Securities and Exchange Commission. German American does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this press release. In addition, German American's past results of operations do not necessarily indicate its anticipated future results.
3
About German American
German American Bancorp, Inc., is a Nasdaq-traded (symbol: GABC) financial holding company based in Jasper, Indiana. Following the Merger and planned Merger integration, German American, through its banking subsidiary German American Bank, will operate 79 banking offices in 19 southern Indiana counties and in 14 counties in Kentucky. German American also owns an investment brokerage subsidiary (German American Investment Services, Inc.) and a full line property and casualty insurance agency (German American Insurance, Inc.). On a proforma basis, as of September 30, 2021, the combined German American/Citizens Union operations reported total assets of approximately $6.6 billion, total loans of approximately $3.7 billion, and total deposits of approximately $5.5 billion.
4

text: German American Bancorp, Inc.

text: D. Neil Dauby

text: German American Bancorp, Inc.

text: German American Bancorp, Inc.

text: GERMAN AMERICAN

text: CITIZENS UNION BANK OF SHELBYVILLE

text: German American Bancorp, Inc.

text: German American

text: German American Bank

text: German American

text: German American

text: D. Neil Dauby

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: David Bowling

text: Darryl Traylor

text: German American

text: German American

text: German American

text: German American

text: German American

text: Piper Sandler & Co.

text: German American

text: Dentons Bingham Greenebaum LLP

text: ProBank Austin

text: Frost Brown Todd LLC

text: German American Bancorp, Inc.

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American

text: German American Bancorp, Inc.

text: German American

text: German American Bank

text: German American

text: German American

text: German American


text:
EX-99
2
rrd332019_36996.htm
PRESS RELEASE ISSUED ON JANUARY 31, 2012.
Exhibit 99
Exhibit 99.1
INFOSPACE COMPLETES ACQUISITION OF TAXACT
BELLEVUE, Wash., January 31, 2012 - InfoSpace, Inc. (NASDAQ: INSP), today announced that it has completed its previously announced acquisition of TaxACT, a leading provider of online tax solutions, in a transaction valued at $287.5 million.
TaxACT offers the only complete free federal tax solution for "everyone." Its offerings include a free edition, deluxe edition and state edition, for individual tax filers, and products for both business and professional filers. TaxACT's offerings are available through a secure online delivery system, complemented by available desktop downloads and extensive tax and IRS expertise.
"We are extremely pleased to complete the acquisition of TaxACT, a leader in online tax preparation", said William J. Ruckelshaus, President and Chief Executive Officer of InfoSpace. "I am excited to welcome TaxACT employees to the InfoSpace team, and look forward to working together to capitalize on opportunities for growth".
InfoSpace funded the transaction with a combination of cash on hand and approximately $100 million of debt. The transaction is expected to be immediately accretive to InfoSpace earnings per share, and leaves the Company with over $100million of cash on hand.
TaxACT Holdings, Inc. is now a wholly-owned subsidiary of InfoSpace. TaxACT will continue operations in Cedar Rapids, Iowa as a standalone business unit led by the TaxACT management team.
About InfoSpace, Inc.
InfoSpace operates two independent business units. Our search business is focused on bringing the best of the Web to Internet users by providing online search products via third party distribution partners as well as our own branded web properties. Our online tax software business operates under the brand name TaxACT (www.taxact.com) and is a leading provider of online tax solutions, reliably serving millions of consumers for over a decade. Additional corporate information may be found at www.infospaceinc.com and iSpaceBlog.com. You may also follow and connect with InfoSpace and TaxACT on LinkedIn, Google Plus, Facebook, Twitter and YouTube.
InfoSpace.com, InfoSpace, Dogpile, MetaCrawler, WebCrawler, WebFetch, and other marks are trademarks of InfoSpace, Inc. and TaxACT
###
Investor Contact:
Stacy Ybarra, InfoSpace
(425) 709-8127
stacy.ybarra@infospace.com
This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and which may differ significantly from actual results due to various risks and uncertainties including, but not limited to: general economic, industry, and market sector conditions; the timing and extent of market acceptance of developed products and services and related costs; the successful execution of the Company's strategic initiatives, business integration plans, operating plans, and marketing strategies. A more detailed description of these and certain other factors that could affect actual results is included in InfoSpace, Inc.'s most recent Annual Report on Form 10-K and subsequent reports filed with or furnished to the Securities and Exchange Commission. InfoSpace, Inc. undertakes no obligation to update any forward-looking statements to reflect new information, events, or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

text: INFOSPACE

text: TAXACT

text: InfoSpace, Inc.

text: TaxACT

text: TaxACT

text: TaxACT

text: TaxACT

text: William J. Ruckelshaus

text: InfoSpace

text: TaxACT

text: InfoSpace

text: InfoSpace

text: InfoSpace

text: TaxACT

text: InfoSpace

text: TaxACT

text: TaxACT

text: InfoSpace, Inc.

text: InfoSpace

text: TaxACT

text: InfoSpace

text: TaxACT

text: InfoSpace

text: InfoSpace, Inc.

text: TaxACT

text: InfoSpace

text: InfoSpace, Inc.

text: InfoSpace, Inc.


text:
EX-99.1
2
v226876_ex99-1.htm
Unassociated Document
CONTACTS
From: Anthony J. DeFazio
For: Todd Jensen
DeFazio Communications, LLC
American Realty Capital Healthcare Trust, Inc.
tony@defaziocommunications.com
tjensen@arlcap.com
FOR IMMEDIATE RELEASE
American Realty Capital Healthcare Trust Acquires Texarkana Surgery Center
New York, NY, June 24, 2011
- American Realty Capital Healthcare Trust, Inc. ("ARC Healthcare" or the "Company") announced today that it has acquired a free-standing fee simple ambulatory surgery center in Texarkana, Texas at a purchase price of $4.5 million. The acquisition closed on June 21, 2011.
The property contains 18,268 rentable square feet. This includes four operating rooms, a pre-op holding area, a recovery room, an x-ray room and a minor procedure room. The property is 100% leased to Texarkana Surgery Center, L.P., an operating joint venture between Symbion, Inc. and a 23-member physician group. The lease has a ten-year term and expires on April 30, 2021. The property is located approximately one mile from Christus St. Michael Hospital, a 312-bed acute care hospital.
"We are very pleased to have closed on our first asset. This acquisition is consistent with our investment strategy of acquiring a diversified portfolio of new, institutional-quality, income-producing healthcare facilities leased to strong operators and located in attractive markets" said Todd Jensen, Chief Investment Officer for ARC Healthcare, "and we're continuing to build our pipeline of future acquisitions".
American Realty Capital Healthcare Trust, Inc. is a publicly registered, non-traded real estate investment program that has commenced its initial public offering of up to 150,000,000 shares of common stock, at a purchase price of $10 per share, for an aggregate offering amount of up to $1,500,000,000. The Company intends to use the proceeds from the offering to acquire income-producing, medical facilities located throughout the United States. The Company is offering the shares of common stock on a "best efforts" basis through its affiliate, Realty Capital Securities, LLC, the dealer manager of the offering.
A registration statement relating to the offering of these securities has been filed with the U.S. Securities and Exchange Commission and declared effective. The offering will be made only by means of a prospectus. Copies of the prospectus for the offering may be obtained by contacting: Realty Capital Securities, LLC, Three Copley Place, Suite 3300, Boston, MA 02116,
Tel:1-877-373-3522
.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to the following risks: The failure to qualify or maintain the requirements to be taxed as a REIT would reduce the amount of income available for distribution and limit the Company's ability to make distributions to its stockholders. No public market initially exists for the Company's shares of common stock, and one may never exist for this or any other such type of real estate program. Securities are being offered on a best efforts basis. These are speculative securities and as such involve a high degree of risk. There are substantial conflicts among an offering and its sponsor, advisor, dealer manager and property manager. There is no assurance that the value of the real estate will be sufficient to return any portion of investors' original capital. Operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market and we cannot assure you that there will be growth in the value of the properties.
To arrange interviews with executives of American Realty Capital Healthcare Trust, Inc. please contact Tony DeFazio at 484-532-7783 or
tony@defaziocommunications.com
.

override: organization


text:
EX-99.2
4
a09-25305_1ex99d2.htm
EX-99.2
Exhibit 99.2
PRESS RELEASE
PacWest Bancorp
(NASDAQ: PACW)
Contact:
Matthew P. Wagner
Chief Executive Officer
PacWest Bancorp
10250 Constellation
Boulevard
Suite 1640
Los Angeles, CA 90067
Victor
R. Santoro
Executive Vice President & CFO
PacWest Bancorp
10250 Constellation
Boulevard
Suite 1640
Los Angeles, CA 90067
Phone:
310-728-1020
310-728-1021
Fax:
310-201-0498
310-201-0498
FOR IMMEDIATE
RELEASE
AUGUST 31, 2009
FORMER
AFFINITY BANK BRANCHES OPEN FOR BUSINESS AS PACIFIC
WESTERN BANK
San Diego, California... PacWest Bancorp
(Nasdaq: PACW) today announced its wholly-owned subsidiary Pacific Western Bank
has opened the 10 former Affinity Bank branches as Pacific Western Bank
branches.
On August 28, 2009, Pacific Western Bank
("Pacific Western"), the wholly-owned banking subsidiary of PacWest Bancorp,
purchased substantially all the assets and assumed substantially all the
liabilities of Affinity Bank ("Affinity") from the Federal Deposit Insurance
Corporation ("FDIC"), as Receiver of Affinity. Pacific Western paid no cash or
other consideration. As part of this transaction, Pacific Western and the
FDIC entered into a loss sharing agreement covering future losses incurred on
loans, foreclosed loan collateral, and certain investment securities. Under the
terms of the loss sharing agreement, the FDIC will absorb 80 percent of losses
and share in 80 percent of loss recoveries on the first $234 million of losses,
and absorb 95 percent of losses and share in 95 percent of loss recoveries on
losses exceeding $234 million.
Based upon a preliminary closing with the
FDIC as of August 28, 2009, Pacific Western (a) acquired an estimated
$818 million in loans, $46 million in foreclosed assets, $185 million in
investment securities and $166 million in cash and other assets and (b) assumed
an estimated $870 million in deposits, $288 million in borrowings, and $3
million in other liabilities. All of these amounts are at Affinity's book
value and do not reflect fair value. In addition, the FDIC will wire to
Pacific Western cash totaling approximately $79 million. The foregoing
estimates are subject to adjustment based on final settlement with the FDIC.
Pacific Western will account for the Affinity
acquisition under the purchase method of accounting in accordance with
Statement of Financial Accounting Standards No. 141 (revised 2007),
Business Combinations
("FAS 141R"). Under FAS141R, the
assets acquired and liabilities assumed will be recorded at their estimated
fair values as of the August 28, 2009 acquisition date. Based upon
currently estimated fair values of the assets
acquired and liabilities assumed, Pacific Western expects to record a net
after-tax gain of approximately $45 million. Such estimated gain
represents the amount by which the estimated fair value of the assets acquired
exceeds the estimated fair value of the liabilities assumed. The
fair value estimates and resultant net gain are preliminary and subject not
only to the final fair value estimates but also to adjustment for up to one
year after the acquisition closing date based on information that becomes
available regarding the closing date fair values.
On a pro forma basis for the transaction using the
preliminary settlement amounts, Pacific Western would have had approximately
$5.7 billion in assets and $4.2 billion in deposits at June 30, 2009,
through 66 branches across Southern California and 3 branches in Northern
California, including the former Affinity Bank branches.
Former customers of Affinity Bank and Pacific
Western Bank customers should continue to use their existing branches until
Pacific Western can fully integrate the systems of Affinity Bank with the
Pacific Western Bank network. After this
transition period, former Affinity Bank customers will gain access to Pacific Western's
59 existing locations throughout Los Angeles, Orange, Riverside, San Bernardino
and San Diego Counties.
ABOUT PACWEST BANCORP
PacWest Bancorp is a bank holding company with $4.5 billion in assets
as of June 30, 2009, with one wholly-owned banking subsidiary, Pacific
Western Bank. Through 59 full-service community banking branches and 10
branches of the former Affinity Bank, Pacific Western provides commercial
banking services, including real estate, construction and commercial loans, to
small and medium-sized businesses. Pacific Western's branches are located in
Los Angeles, Orange, Riverside, San Diego and San Bernardino Counties. Pacific Western Bank branches that are former
Affinity Bank branches are also located in San Francisco, San Mateo and Ventura
Counties. Through its subsidiary BFI
Business Finance and its division First Community Financial, Pacific Western
also provides working capital financing to growing companies located throughout
the Southwest, primarily in the states of Arizona, California and Texas.
Additional information regarding PacWest Bancorp is available on the Internet
at www.pacwestbancorp.com. Information regarding Pacific Western Bank is also
available on the Internet at www.pacificwesternbank.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking information about
PacWest that is intended to be covered by the safe harbor for "forward-looking
statements" provided by the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact are forward-looking statements. Such
statements involve inherent risks and uncertainties, many of which are
difficult to predict and are generally beyond the control of the Company. We
caution readers that a number of important factors could cause actual results
to differ materially from those expressed in, implied or projected by, such
forward-looking statements. Risks and uncertainties include, but are not
limited to: planned
investments, acquisitions and related cost savings cannot be realized or
realized within the expected time frame; lower than expected revenues; credit
quality deterioration
2
which could cause an increase in the
allowance for credit losses and a reduction in net earnings; increased
competitive pressure among depository institutions; the Company's ability to
complete announced investments, acquisitions, to successfully integrate
acquired entities or deposits, or to achieve expected synergies and operating
efficiencies within expected time-frames or at all; the integration of acquired
businesses costs more, takes longer or is less successful than expected; the
possibility that personnel changes will not proceed as planned; the cost of
additional capital is more than expected; a change in the interest rate
environment reduces interest margins; asset/liability repricing risks and
liquidity risks; pending legal matters may take longer or cost more to resolve
or may be resolved adversely to the Company; general economic conditions,
either nationally or in the market areas in which the Company does or
anticipates doing business, are less favorable than expected; environmental
conditions, including natural disasters, may disrupt our business, impede our
operations, negatively impact the values of collateral securing the Company's
loans or impair the ability of our borrowers to support their debt obligations;
the economic and regulatory effects of the continuing war on terrorism and
other events of war, including the war in Iraq; legislative or regulatory
requirements or changes adversely affecting the Company's business; changes in
the securities markets; regulatory approvals for any acquisitions cannot be
obtained on the terms expected or on the anticipated schedule; and, other risks that are
described in PacWest's public filings with the U.S. Securities and Exchange
Commission (the "SEC"). If any of these risks or uncertainties materializes or
if any of the assumptions underlying such forward-looking statements proves to
be incorrect, PacWest's results could differ materially from those expressed
in, implied or projected by such forward-looking statements. PacWest assumes no
obligation to update such forward-looking statements.
For a more complete discussion of risks and uncertainties, investors
and security holders are urged to read PacWest Bancorp's annual report on Form 10-K,
quarterly reports on Form 10-Q and other reports filed by PacWest with the
SEC. The documents filed by PacWest with
the SEC may be obtained at PacWest Bancorp's website at www.pacwestbancorp.com
or at the SEC's website at www.sec.gov.
These documents may also be obtained free of charge from PacWest by
directing a request to: PacWest Bancorp c/o Pacific Western Bank, 275 North
Brea Boulevard, Brea, CA 92821.
Attention: Investor Relations. Telephone 714-671-6800.
Contact information:
Matt Wagner, Chief Executive Officer, (310) 728-1020
Vic Santoro,
Executive Vice President and CFO, (310) 728-1021
3

text: PacWest Bancorp

text: Matthew P. Wagner

text: PacWest Bancorp

text: PacWest Bancorp

text: AFFINITY BANK

text:
PACIFIC
WESTERN BANK

text: PacWest Bancorp

text: Pacific Western Bank

text: Affinity Bank

text: Pacific Western Bank

text: Pacific Western Bank

text: Pacific Western

text: PacWest Bancorp

text: Affinity Bank

text: Pacific Western

text: Pacific Western

text: Pacific Western

text: Pacific Western

text: Pacific Western

text: Pacific Western

text: Pacific Western

text: Affinity Bank

text: Affinity Bank

text:
Pacific
Western Bank

text: Pacific Western

text: Affinity Bank

text: Pacific Western Bank

text: Affinity Bank

text: Pacific Western

text: PACWEST BANCORP

text: PacWest Bancorp

text:
Pacific
Western Bank

text: Affinity Bank

text: Pacific Western

text: Pacific Western

text: Pacific Western Bank

text: Affinity Bank

text: Pacific Western

text: PacWest Bancorp

text: Pacific Western Bank

text: PacWest Bancorp

text: PacWest Bancorp

text: PacWest Bancorp

text: Pacific Western Bank

text: Matt Wagner


text:
EX-99
5
ex99-3.htm
EXHIBIT 99.3
EXHIBIT 99.3
AGREEMENT DATED DECEMBER 19, 2004, AMENDING CERTAIN
TERMS OF THE ACQUISITION AGREEMENT DATED JULY 21, 2004, BETWEEN
INTERNATIONAL PAPER COMPANY AND WEST FRASER TIMBER CO. LTD.
December 19, 2004
West Fraser Timber Co.
Ltd.1000-1100
Melville Street
Vancouver, British Columbia
Attention:
Mr. Martti Solin
Vice-President, Finance and Chief Financial Officer
Dear Sirs:
Re:
Acquisition Agreement (the "Acquisition Agreement")
dated July 21, 2004 between International Paper Company (the "Vendor")
and West Fraser Timber Co. Ltd. (the "Purchaser")
We
are writing this letter to set out our understanding with respect to certain amendments to
the Acquisition Agreement. Capitalized terms used but not defined in this letter agreement
have the meanings given to them in the Acquisition Agreement. By signing this letter
agreement, each of the Parties agrees, in consideration of the mutual covenants and
agreements contained in the Acquisition Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, that:
1.
The Acquisition Agreement is hereby amended as set out in Schedule A to this
letter agreement.
2.
Except as amended hereby, the Acquisition Agreement shall continue in full force
and effect, unamended. In the event of any inconsistency between the terms of
this letter agreement and the terms of the Acquisition Agreement, the terms of
this letter agreement shall prevail to the extent of any such inconsistency.
3.
The Purchaser acknowledges that the certificate under S.116(2) of the
Tax
Act
in the form attached is an appropriate certificate within the meaning of
§2.4 of the Acquisition Agreement for purposes of the payment of the
Purchase Price and §2.4(b) will not apply.
4.
The Purchaser acknowledges receipt of the Closing Payment Statement.
5.
The Parties will consult with each other before issuing any press release or
making any other public announcement with respect to this letter agreement and,
except as required by any applicable Law or regulatory requirement, neither the
Vendor nor the Purchaser will issue any such press release or make any such
public announcement without the prior written consent of the other, which
consent will not be unreasonably withheld or delayed.
-2-
6.
This letter agreement will be construed, interpreted and enforced in accordance
with and the respective rights and obligations of the Parties will be governed
by the laws of British Columbia and the federal laws of Canada applicable in
British Columbia and each Party submits to the non-exclusive jurisdiction of the
courts of such province and all courts competent to hear appeals from such
courts. The Vendor agrees that it will not bring any suit, action or proceeding
in connection with this letter agreement except in a court of competent
jurisdiction in the Province of British Columbia or the State of New York.
7.
This letter agreement shall enure to the benefit of, and will be binding and
enforceable by, the Parties and their respective successors and permitted
assigns under the Acquisition Agreement.
* * * * *
Please
confirm your agreement to the foregoing by signing a copy of this letter and returning it
by electronic transmission to the undersigned (
cato.ealy@ipaper.com
).
Yours very truly,
INTERNATIONAL PAPER COMPANY
/s/ C. Cato Ealy
C. Cato Ealy
Senior Vice President
Acknowledged and agreed this 19th day
of December, 2004.
WEST FRASER TIMBER CO. LTD.
By:
/s/ Martti Solin
Name:
Title:
Martti Solin
Vice President, Finance and CFO
SCHEDULE A
Amendments to
Acquisition Agreement
1.
§2.2(a) of the Acquisition Agreement shall be deleted and replaced with the
following:
2.2
Purchase Price Calculation
(a) The purchase price (the "
Purchase Price
") payable by the Purchaser to the Vendor for the Purchased Share will be an amount equal to the total of:
(i)
$1,230,000,000 less,
(A) the Triggering Event Adjustment Amount; and
(B) the Vendor Paid Expenses;
(ii)
the Duty Refund Amount;
(iii)
the Pulp Amount; and
(iv)
the Tax Refund Amount.
subject to adjustment as provided in §2.2(b).
2.
§2.2(c)(xii) of the Acquisition Agreement shall be deleted and replaced with the following:
(xii)
"
Target Net Worth
" means $750,150,000.
3.
§2.3(a) of the Acquisition Agreement shall be deleted and replaced with the following:
Payment of Purchase Price
2.3
The Purchase Price will be paid by the Purchaser to the Vendor as follows:
Closing Date Payment
(a)
on the Closing Date, the Purchaser will (i) pay to the Vendor $1,230,000,000 by way of wire transfer to
such bank account as is designated by the Vendor in a notice given to the Purchaser before the Closing; and
(ii) a demand promissory note, in the form attached to the amending agreement dated December 19, 2004
between the Parties, having a principal amount equal to $180,150,000.
-2-
4.
The definition of "
Closing Date
" in § 1(q) of Part B
of Appendix 1 of the Acquisition Agreement shall be deleted and replaced with
the following:
"Closing
Date
" means December 31, 2004 or such other date that the Purchaser and the
Vendor agree in writing that the Closing will take place;
5.
The definition of "
Pulp Sales Agreement
" in § 1(mmmm)
of Part B of Appendix 1 of the Acquisition Agreement shall be deleted and
replaced with the following:
"Pulp
Sales Agreement
" means the agreements in the forms settled as between the Parties
on December 19, 2004.
Form of Promissory Note
Promissory Note
Principal Amount: $180,150,000
Date: December, 2004
FOR
VALUE RECEIVED
the undersigned unconditionally promises to pay ON DEMAND to
International Paper Company ("IP") by way of wire transfer to such bank account
as has been designated by IP prior to the date on which this promissory note has been
delivered, the principal amount of $180,150,000 in lawful money of Canada
with
interest calculated thereon from the date of this promissory note on the daily balance of
such sum, both before and after demand, default and judgment, at a nominal rate per annum
of 5.56% and interest on overdue interest payable at the same time, place and rate.
The
amount owing under this promissory note may be paid by the undersigned to IP at any time
before a demand for payment is made. If payment of the principal amount is received by IP
on the date of this Promissory Note no interest will be payable.
The
undersigned waives presentment for payment, notice of dishonour, protest and notice of
protest in respect of this promissory note.
This
promissory note shall enure to the benefit of IP and its successors and assigns and shall
be binding on the undersigned and its successors and assigns.
WEST FRASER MILLS LTD.
By:
Name:
Title:
By:
Name:
Title:

text: INTERNATIONAL PAPER COMPANY

text: WEST FRASER TIMBER CO. LTD.

text: Martti Solin

text: International Paper Company

text: West Fraser Timber Co. Ltd.

text: INTERNATIONAL PAPER COMPANY

text: WEST FRASER TIMBER CO. LTD.

text: Martti Solin

text: Martti Solin

text: promissory note

text: Promissory Note

text: Promissory Note

text: International Paper Company

text: promissory note

text: promissory note

text: promissory note

text: Promissory Note

text: promissory note

text: promissory note


text:
EX-99.1
2
ex99-1.htm
Exhibit
99.1
Guardion
Health Sciences Broadens Clinical Nutrition Product Offerings by Closing Acquisition of Activ Nutritional, which owns the Science Backed,
Revenue-Generating Viactiv® Product Line, from Adare Pharmaceuticals
Acquisition
to Transform and Strengthen Guardion's Clinical Nutrition Product Portfolio
Guardion
Will Continue to Explore Additional Growth Opportunities to Further Expand its Presence in the Clinical Nutrition Market
SAN
DIEGO, June 02, 2021 - Guardion Health Sciences, Inc. (Nasdaq: GHSI) ("Guardion" or the "Company"), a clinical
nutrition and diagnostics company that develops clinically supported nutrition, medical foods, supplements and medical devices, today
announced the closing of the first acquisition in its strategy to more widely compete in the clinical nutrition market. The Company closed
on the recently announced Equity Purchase Agreement with Adare Pharmaceuticals, Inc. ("Adare") to acquire all of the equity
of Activ Nutritional, LLC for a cash payment of $26 million, subject to certain adjustments. Activ Nutritional, LLC, is a subsidiary
of Adare Pharmaceuticals, Inc. and manufacturer of the Viactiv
®
line of chewable mineral supplements for bone health and
other applications.
Currently
marketed through many of the nation's largest retailers, including, among others, Walmart (retail and online), Target, CVS and
Amazon, the Viactiv product lines are expected to become Guardion's most prominent product lines, as well as to provide access
to significant opportunities in the short-term for growth and expansion.
Bret
Scholtes, Guardion's President and Chief Executive Officer, commented, "Management is focusing on the future of Guardion.
The conclusion of this acquisition is the first in what we hope will be multiple value-added transactions to transform Guardion into
a market leader in clinically supported nutrition. This acquisition satisfies a number of our current requirements as we continue to
reconfigure our role in the clinical nutrition marketplace. Activ Nutritional has an established brand and presence from which we can
significantly expand our capabilities in terms of marketing, product lines and new distribution channels. Activ Nutritional will also
provide a significant boost to our current operating revenues and contribute substantially to our efforts to achieve operational profitability.
This transaction expands our reach beyond ocular health, which has long been our primary focus, and allows us to more easily explore
the possibility of participating in the wider world of clinical nutrition to compete in a more substantial and impactful way. It also
positions us to more adeptly identify additional opportunities to expand our presence in the market, whether through improved commercialization
of our current products and product pipeline or through other acquisitions and other strategic transactions".
The
Company will be filing a Current Report on Form 8-K with the U. S. Securities and Exchange Commission (the "SEC") to provide
additional information on the closing of this transaction. Additionally, within 71 days after the date that such Current Report on Form
8-K is required to be filed with the SEC, the Company will prepare and file with the SEC an amendment to such Current Report on Form
8-K that includes required audited financial statements and pro forma financial information pursuant to applicable SEC regulations.
Corporate
Finance Associates ("CFA") acted as the exclusive investment banker and strategic financial advisor to Guardion. CFA's
advisory team was led by Daniel E. Sirvent, Managing Director and Global Head of Healthcare Investment Banking, and Joseph P. Sands,
Global Head of Consumer/Retail Investment Banking. CFA is one of the largest and most experienced middle market investment banking firms
in the nation. Additional information about Corporate Finance Associates may be found on their website at
www.cfaw.com
.
Stout
provided transaction and valuation advisory services, including due diligence analysis and other technical support.
Sheppard,
Mullin, Richter & Hampton LLP is serving as Guardion's legal advisor.
About
Guardion Health Sciences
Guardion
Health Sciences, Inc. (Nasdaq: GHSI), is a clinical nutrition and diagnostics company. Guardion offers a portfolio of science-based,
clinically supported nutrition, supplements, medical foods, and diagnostic products that support healthcare professionals, their patients,
and consumers in achieving health goals. Guardion's commercial and developmental initiatives are supported by equally impressive
scientific and medical advisory boards, led by seasoned business executives and physicians with many years of experience. This combination
of expertise and scientific knowledge forms the foundation of Guardion's growing position within the eye care industry and the
clinical nutrition marketplace. Information and risk factors with respect to Guardion and its business, including its ability to successfully
develop and commercialize its proprietary products and technologies, may be obtained in the Company's filings with the U.S. Securities
and Exchange Commission (the "SEC") at www.sec.gov.
Forward-Looking
Statement Disclaimer
With
the exception of the historical information contained in this news release, the matters described herein may contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Statements preceded by, followed by or that otherwise include the words "believes", "expects,"
"anticipates", "intends", "projects", "estimates", "plans" and similar expressions
or future or conditional verbs such as "will", "should", "would", "may" and "could"
are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing.
These statements involve unknown risks and uncertainties that may individually or materially impact the matters discussed herein for
a variety of reasons that are outside the control of the Company, including, but are not limited to, the Company's ability to raise
sufficient financing to implement its business plan, the integration of a new management team, the integration of one or more acquisitions
and targets, the impact of the COVID-19 pandemic on the Company's business, operations and the economy in general, the Company's
ability to successfully develop and commercialize its proprietary products and technologies, and the Company's ability to maintain
compliance with Nasdaq's listing requirements. Readers are cautioned not to place undue reliance on these forward-looking statements,
as actual results could differ materially from those described in the forward-looking statements contained herein. Readers are urged
to read the risk factors set forth in the Company's filings with the SEC, which are available at the SEC's website (www.sec.gov).
The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Investor
Relations Contact:
CORE IR
Scott Arnold
516-222-2560
scotta@coreir.com
Media
Relations Contact:
Jules Abraham
Director of Public Relations
CORE IR
917-885-7378
julesa@coreir.com

text:
Guardion
Health Sciences

text: Activ Nutritional

text: Adare Pharmaceuticals

text: Guardion Health Sciences

text: Adare Pharmaceuticals

text: Activ Nutritional, LLC

text: Activ Nutritional, LLC

text: Adare Pharmaceuticals

text: Activ Nutritional

text: Activ Nutritional

text:
Corporate
Finance Associates

text: CFA

text: CFA

text: Daniel E. Sirvent

text: CFA

text: Corporate Finance Associates

text: Stout

text:
Sheppard,
Mullin, Richter & Hampton LLP

text: Guardion Health Sciences

text:
Guardion
Health Sciences

text: Jules Abraham


text:
EX-99.1
3
exhibit991.htm
PRESS RELEASE DATED JUNE 27, 2005
Exhibit 99.1
Exhibit 99.1
CONTACT:
FOR IMMEDIATE RELEASE
Julie Blystone
Renaissance Learning, Inc.
Toll free office: (800) 200-4848
Fax: (608) 664-3882
E-mail:
pr@renlearn.com
RENAISSANCE LEARNING COMPLETES ACQUISITION OF ALPHASMART
WISCONSIN RAPIDS, Wis. and LOS GATOS, Calif. - June 27, 2005 - Renaissance Learning
®
, Inc. (Nasdaq: RLRN) and AlphaSmart, Inc. (Nasdaq: ALSM) announced today that the merger of AlphaSmart, Inc. with a subsidiary of Renaissance Learning, Inc. has been completed. Shares of AlphaSmart will cease trading on the Nasdaq Stock Market effective as of the close of business today.
Based on the election forms received from AlphaSmart stockholders by the election deadline of 5:00 p.m., Central time, on June 24, 2005, AlphaSmart stockholders who made combination elections will receive $2.0625 in cash and 0.0844 of a share of Renaissance Learning common stock for each of their shares of AlphaSmart common stock; AlphaSmart stockholders who made cash elections will receive $3.75 in cash for each of their shares of AlphaSmart common stock; and AlphaSmart stockholders who made stock elections will receive 0.1877 of a share of Renaissance Learning common stock for each of their shares of AlphaSmart common stock. In accordance with the terms of the merger agreement, Renaissance Learning will not issue any fractional shares in the merger. Instead, each AlphaSmart stockholder who would otherwise be entitled to receive a fraction of a share of Renaissance common stock after taking into account all shares of AlphaSmart common stock delivered by such stockholder will receive a cash payment, without interest, equal to $19.79 (the closing price of Renaissance common stock on June 24, 2005) multiplied by the fractional share interest to which such stockholder would otherwise be entitled. As total merger consideration, Renaissance Learning will issue approximately 1.2 million shares of Renaissance Learning common stock and pay approximately $34 million in cash.
"We are pleased to have completed the acquisition of AlphaSmart and look forward to working together to capitalize on the tremendous potential this combination provides", said John R. Hickey, president and chief executive officer of Renaissance Learning. "We are confident that by adding the Neo & Dana product lines alongside Renaissance Learning's research based software, market penetration and strength of sales channel, we will continue to enhance and strengthen our position as a world leader in daily and periodic progress monitoring systems".
-more-
For more information, visit
www.renlearn.com
or
www.alphasmart.com
.
Renaissance Learning, Inc.
Renaissance Learning, Inc. is a leading provider of research-based school-improvement programs for pre-K-12 schools and districts. Adopted by more than 67,000 schools, Renaissance Learning daily and periodic progress monitoring systems give students and teachers continuous constructive feedback that helps motivate students, dramatically accelerate learning, improve test scores, and help students master all standards, while reducing teacher paperwork. Renaissance Learning has four U.S. locations and subsidiaries in Australia, Canada, India and the United Kingdom.
AlphaSmart, Inc.
AlphaSmart, Inc. is a provider of affordable, portable personal learning solutions for the K-12 classroom. Its portable computer-companion products are used by students to enhance writing, keyboarding and comprehension, and have been adopted by more than 8,500 school districts in the United States and other countries. Based in Los Gatos, California, the company was founded in 1992 by former Apple Computer engineers.
Forward-Looking Statements and Safe Harbor
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements relating to the expected impact the merger will have on Renaissance Learning. Any such forward-looking statements may involve risks and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include the factors included under the heading entitled "Risk Factors" in the prospectus of Renaissance Learning and proxy statement of AlphaSmart dated May 26, 2005 as filed with the Securities and Exchange Commission, which factors are incorporated herein by reference. Renaissance Learning expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.
Source: Renaissance Learning, Inc.
####

text: Renaissance Learning, Inc.

text: RENAISSANCE LEARNING

text: ALPHASMART

text:
Renaissance Learning
®
, Inc.

text: AlphaSmart, Inc.

text: AlphaSmart, Inc.

text: Renaissance Learning, Inc.

text: AlphaSmart

text: AlphaSmart

text: AlphaSmart

text: Renaissance Learning

text: AlphaSmart

text: AlphaSmart

text: AlphaSmart

text: AlphaSmart

text: Renaissance Learning

text: AlphaSmart

text: Renaissance Learning

text: AlphaSmart

text: AlphaSmart

text: Renaissance Learning

text: Renaissance Learning

text: AlphaSmart

text: John R. Hickey

text: Renaissance Learning

text: Renaissance Learning

text: Renaissance Learning, Inc.

text: Renaissance Learning, Inc.

text: Renaissance Learning

text: Renaissance Learning

text: AlphaSmart, Inc.

text: AlphaSmart, Inc.

text: Renaissance Learning

text: Renaissance Learning

text: AlphaSmart

text: Renaissance Learning

text: Renaissance Learning, Inc.


text:
EX-99.1
2
amcm8k_01jul11x311.txt
PRESS RELEASE
AMERICAN MINING CORPORATION COMPLETES INITIAL $500,000 PAYMENT TO WIN-ELDRICH
FOR MODIFICATION AND EXPANSION OF THE ASHDOWN MILL
RENO, NV--(Marketwire - Jul 5, 2011) - American Mining Corporation ("AMC"), a
Nevada corporation (OTCQB: AMCM) and Win-Eldrich Gold Inc. ("WEG"), a wholly
owned subsidiary of Win-Eldrich Mines Limited ("WEX") (TSX-V), are pleased to
announce that AMC has completed the initial cash payment of US$500,000 towards a
joint venture with WEG.
Under the terms of a letter of intent dated March 24, 2011, WEG will contribute
the currently operating Ashdown milling facility, located in northern Nevada, to
the joint venture, while AMC has agreed to provide an additional US$1.5 million
in operating capital, along with a 100 ton-per-day mill circuit. Once completed,
the planned improvements will double the productive capacity of the Ashdown mill
to 200 tons-per-day. The joint venture will utilize the expanded facility for
contract milling of existing high grade gold resources, with WEG and AMC sharing
equally in the operating cash flow.
In addition to its obligations under the joint venture, AMC will be adding its
750 kg large-format plasma furnace and additional refining equipment to the
Ashdown facility. With a heating capacity of more than 4000 C, the furnace will
enable the production of gold dor and the smelting of other precious, platinum
group and rare earth metals.
"We are pleased to see our mutual efforts progress and look forward to our
continuing growth with Win Eldrich", said Gary MacDonald, CEO of AMC. "The
Ashdown joint venture, along with continued developments of our 16 to 1 mill
site at Silver Peak, Nevada, bring us closer to implementing our business model
as a precious metals producer".
Perry Muller, CEO of WEX, noted the following: "We can now begin to finalize ore
contracts, amend existing permits and begin adding capacity. Cash generated by
our existing molybdenum operation combined with contract processing of third
party ores will increase WEX's income, enabling WEX to expand development of its
molybdenum reserves and begin to develop its gold resources at Ashdown. Since
our underground mine infrastructure is already in-place, we anticipate rapid
capital cost recovery which will, in turn, facilitate development of our
identified gold resources".
FOR FURTHER INFORMATION, CONTACT:
Gary McDonald, President, CEO of American Mining Corporation, at (888) 505-5808.
Website: www.americanminingcorp.com/
ABOUT AMERICAN MINING CORPORATION
American Mining Corporation is a "production based" mineral exploration and mine
development company that explores, acquires, and develops advanced stage
properties. The Company operates from an advanced business model, which it has
developed for the purposes of diversifying the financial risks commonly
associated with exploration and mining. Revenue from its own milling and
refining operations are utilized to acquire and advance additional projects.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934. Although the forward-looking statements in this
release reflect the good faith judgment of management, forward-looking
statements are inherently subject to known and unknown risks and uncertainties
that may cause actual results to be materially different from those discussed in
these forward-looking statements including, but not limited to, our ability to
maintain our website and associated computer systems, our ability generate
sufficient market acceptance for our shipping products and services, our
inability to generate sufficient operating cash flow, and general economic
conditions. Readers are urged to carefully review and consider the various
disclosures made by us in the our reports filed with the Securities and Exchange
Commission, including those risks set forth in the Company's Current Report on
Form 8-K filed on June 7, 2011, which attempt to advise interested parties of
the risks and factors that may affect our business, financial condition, results
of operation and cash flows. If one or more of these risks or uncertainties
materialize, or if the underlying assumptions prove incorrect, our actual
results may vary materially from those expected or projected. Readers are urged
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this release. We assume no obligation to update any
forward-looking statements in order to reflect any event or circumstance that
may arise after the date of this release.

text: AMERICAN MINING CORPORATION

text: WIN-ELDRICH

text: American Mining Corporation

text: Win-Eldrich Gold Inc.

text: Win-Eldrich

text: Perry Muller

text: American Mining Corporation

text: AMERICAN MINING CORPORATION

text: American Mining Corporation


text:
EX-99.6
7
dex996.htm
PRESS RELEASE
Press Release
Exhibit 99.6
Sizeler Property Investors, Inc. Reports Sale of Lakeview Club Apartments
New Orleans, Louisiana
- January 5, 2005 - Sizeler Property Investors, Inc.
(NYSE: SIZ) today announced that at the end of 2004 it sold Lakeview Club Apartments, a 443-unit apartment community located in Fort Lauderdale (Oakland Park), Florida to RAK Group Acquisition Corporation, a private investor. The Company had
acquired this property in 1994. The contract sale price was $43.8 million, or approximately $98,900 per unit. The book value of the property was approximately $23.3 million on the date of sale.
The Company stated that this transaction is in keeping with its previously announced
strategic initiative which is focused on changing future real estate allocations in the Company's portfolio - both geographically and by type of asset - as well as the realization of appreciated asset values in today's market and
the reduction of outstanding debt. The purchaser was an unrelated party with respect to the Company and its officers and directors.
The proceeds of the sale net of closing costs and fees of the transaction (approximately $2.7 million) were used to reduce the Company's bank credit line borrowings
and long-term mortgage debt by approximately $40.5 million, and the remaining net proceeds were available for general corporate purposes.
Sidney W. Lassen, Chairman and CEO, stated that "the Company views appreciated property values in its current portfolio as a source of capital to fund the
development and acquisition of new properties consistent with its previously announced strategic initiative. The Company's long-term goal is to have a minimum of 65% of its assets in higher growth markets, such as Florida. The Company's
focus will be on building and acquiring larger properties in these markets. The Board is committed to its long standing strategy of having a portfolio consisting of both retail and apartment properties because these property types are
counter-cyclical to each other as evidenced by the respective performance of these asset classes over the years".
Sizeler Property Investors, Inc. is a equity real estate investment trust (REIT), which invests in retail and apartment properties in the southeastern United States. The
Company currently owns a total of thirty-one properties - sixteen in Louisiana, eleven in Florida and four in Alabama.
Forward-Looking Statements
This release made by the Company may contain certain forward-looking statements that are subject to risk and uncertainty. Investors and potential investors in the
Company's securities are cautioned that a number of factors could adversely affect the Company and cause actual results to differ materially from those in the forward-looking statements, including, but not limited to (a) the inability to lease
current or future vacant space in the Company's properties; (b) decisions by tenants and anchor tenants who own their space to close stores at the Company's properties; (c) the inability of tenants to pay
rent and other expenses; (d) tenant financial difficulties; (e) general economic and world conditions, including threats to the United States homeland from
unfriendly factions; (f) decreases in rental rates available from tenants; (g) increases in operating costs at the Company's properties; (h) increases in corporate operating costs associated with new regulatory requirements; (i) lack of
availability of financing for acquisition, development and rehabilitation of properties by the Company; (j) force majeure as it relates to construction and rehabilitation projects; (k) possible dispositions of mature properties since the Company is
continuously engaged in the examination of its various lines of business; (l) increases in interest rates; (m) a general economic downturn resulting in lower retail sales and causing downward pressure on occupancies and rents at retail properties;
(n) forces of nature; as well as (o) the adverse tax consequences if the Company were to fail to qualify as a REIT in any taxable year. Except as required under federal securities laws and the rules and regulations of the SEC, we do not have any
intention or obligation to update or revise any forward-looking statements in this release, whether as a result of new information, future events, changes in assumptions or otherwise.

text: Sizeler Property Investors, Inc.

text: Lakeview Club Apartments

text: Sizeler Property Investors, Inc.

text: Lakeview Club Apartments

text: RAK Group Acquisition Corporation

text: Sidney W. Lassen

text: Sizeler Property Investors, Inc.


text:
EX-99.1
10
trtc_ex991.htm
PRESS RELEASE
trtc_ex991.htm
EXHIBIT 99.1
Terra Tech Corp.
Announces Successful
Closing of
Merger with Unrivaled and Rebranding as
Unrivaled Brands, Inc.
Expected to Generate Combined Revenue in Excess of $70 Million in 2021
SANTA ANA, CA
- July 8, 2021 - (GlobeNewswire) -
Terra Tech Corp. (OTCQX:TRTC) ("Terra Tech" or the "Company") today announced that the Company has successfully completed its merger with UMBRLA, Inc., doing business as Unrivaled ("Unrivaled").
The merger with Unrivaled brings together two California-based companies with combined operations in California, Oregon and Nevada. Collectively, the Company operates a broad array of cannabis assets involving cultivation, distribution, brands, processing and dispensaries. The combined Company's portfolio includes well-respected brands in cannabis, including Korova, Sticks, Cabana, Blüm and The Spot.
In connection with the merger with Unrivaled, the Company changed its name to Unrivaled Brands, Inc., and as part of the Company's rebranding, the Company will start trading under its new ticker symbol, "UNRV", on the OTCQX market at the market opening on Thursday, July 8, 2021.
The Company's CEO, Frank Knuettel II, stated, "We are pleased to have successfully closed the merger with Unrivaled as we expected. We believe the synergies with Unrivaled's existing brand portfolio and distribution operations in multiple states will lead to greater scale and produce meaningful economic and operational benefits. We look forward to integrating our businesses and expanding the Company's platform".
Knuettel continued, "Additionally, as part of the merger, we are excited to launch our new corporate identity, rebranding the Company to Unrivaled Brands, Inc., which we believe aligns with our goal of becoming the premier cannabis multi-state operator in the West. Based on our growth trajectories and new operations coming online during 2021, we believe that on a combined basis the Company will generate revenues in excess of $70 million in 2021 and be cashflow positive in Q4 of 2021. Putting approximately $40 million in cash on our balance sheet following the monetization of our Hydrofarm investment, the close of this important transaction and the ongoing restructuring of our balance sheet and operations, we believe we've never been in a stronger position to create sustainable shareholder value".
Securities Disclosure
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of the Company's securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Unrivaled Brands
Unrivaled Brands is a multi-state vertically integrated company focused on the cannabis sector with operations in California, Oregon and Nevada. In California, Unrivaled Brands operates three dispensaries, state-wide distribution network, company-owned brands and a cultivation facility and has two additional cultivation facilities and a dispensary under development. In Oregon, we operate a state-wide distribution network and company-owned brands. In Nevada, by way of a joint venture, Unrivaled Brands operates a cultivation and manufacturing facility. Unrivaled Brands is home to Korova, the market leader in high potency products across multiple product categories, currently available in California, Oregon, Arizona and Oklahoma, as well as Sticks and Cabana. For more info, please visit: https://unrivaledbrands.com
Cautionary Language Concerning Forward-Looking Statements
Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regarding management's intentions, plans, beliefs, expectations, or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. We use words such as "anticipates", "believes", "plans", "expects", "projects", "future", "intends", "may", "will", "should", "could", "estimates", "predicts", "potential", "continue", "guidance", and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors.
New factors emerge from time-to-time and it is not possible for us to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks, as well as other risks associated with the combination, will be more fully discussed in our reports with the SEC. Additional risks and uncertainties are identified and discussed in the "Risk Factors" section of the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. Forward-looking statements included in this release are based on information available to Company as of the date of this release. The Company undertakes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this release.
Contact
Jason Assad
LR Advisors LLC.
Jassad@terratchcorp.com
678-570-6791
For media inquiries:
Nic Johnson
Russo Partners
Nic.johnson@russopartnersllc.com
303-482-6405
2

text: Terra Tech Corp.

text: Unrivaled

text: Unrivaled

text: Terra Tech Corp.

text: Unrivaled

text: Unrivaled

text: Unrivaled

text: Unrivaled

text: Unrivaled

text: Unrivaled

text: Unrivaled

text: Unrivaled

text: Unrivaled

text: Unrivaled

text: Unrivaled

text: Unrivaled

text: Unrivaled


text:
EX-99.1
5
h72693exv99w1.htm
EX-99.1
exv99w1
Exhibit 99.1
Contacts:
Roy I. Lamoreaux
A. Patrick Diamond
Director, Investor Relations
Vice President
713-646-4222 - 800-564-3036
Plains All American Pipeline, L.P.
713-646-4487 - 800-564-3036
FOR IMMEDIATE RELEASE
PAA Natural Gas Storage, L.P. Prices Initial Public Offering
HOUSTON, April 29, 2010 - PAA Natural Gas Storage, L.P. (NYSE: PNG) today
announced that it has priced its initial public offering of 11,720,000 common
units representing limited partner interests at $21.50 per common unit. The
underwriters have been granted a 30-day over-allotment option to purchase up to
1,758,000 additional common units. The common units will begin trading on
Friday, April 30, 2010, on the New York Stock Exchange under the symbol "PNG".
The offering is expected to close on or about May 5, 2010.
Upon conclusion of the offering, the public will own approximately 20.1 percent
of the outstanding equity of PNG, or 23.2 percent if the underwriters exercise,
in full, their over-allotment option. Plains All American Pipeline, L.P. will
own the remaining equity interests in PNG.
Barclays Capital, UBS Investment Bank, Citi, and Wells Fargo Securities are
acting as joint book-running managers for the offering. BofA Merrill Lynch,
J.P. Morgan, Raymond James, Madison Williams, Morgan Keegan & Company, Inc.,
RBC Capital Markets, and Stifel Nicolaus are acting as co-managers for the
offering.
This offering of common units will be made only by means of a prospectus. A
written prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, when available, may be obtained from the offices of:
Barclays Capital
UBS Investment Bank
c/o Broadridge Integrated Distribution Services
Attn: Prospectus Department
1155 Long Island Avenue
299 Park Avenue
Edgewood, New York 11717
New York, New York 10171
Toll free: 1-888-603-5847
Toll free: 1-888-827-7275
Barclaysprospectus@broadridge.com
Citi
Wells Fargo Securities
Brooklyn Army Terminal
Attn: Equity Syndicate Dept.
Attention: Prospectus Dept.
375 Park Avenue New York
140 58th Street, 8th floor,
New York 10152
Brooklyn, NY, 11220
Telephone: (800) 326-5897
Toll-free number: (800) 831-9146
equity.syndicate@wellsfargo.com
batprospectusdept@citi.com
A registration statement relating to these securities has been filed with,
and declared effective by, the Securities and Exchange Commission. This news
release shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any state in which
such offer, sale or solicitation would be unlawful prior to registration or
qualification under the securities law in any such state.
Forward-Looking Statements
Except for the historical information contained herein, the matters discussed
in this news release are forward-looking statements that involve certain risks
and uncertainties. These risks and uncertainties include, among other things,
the stability of the capital markets and other factors and uncertainties
inherent in the development, acquisition, operation and commercial management
of natural gas storage facilities discussed in the Partnership's filings with
the Securities and Exchange Commission.
###

text: Patrick Diamond

text: PAA Natural Gas Storage, L.P.

text: PAA Natural Gas Storage, L.P.

text: Barclays Capital

text: UBS Investment Bank

text: Citi

text: Wells Fargo Securities

text: BofA Merrill Lynch

text: J.P. Morgan

text: Raymond James

text: Madison Williams

text: Morgan Keegan & Company, Inc.

text: RBC Capital Markets

text: Stifel Nicolaus

text: Barclays Capital

text: UBS Investment Bank

text: Citi

text: Wells Fargo Securities


text:
EX-99.1
2
pressrelease942019ex991.htm
EXHIBIT 99.1
Exhibit
APOLLO MEDICAL HOLDINGS ANNOUNCES ACQUISITION OF ACCOUNTABLE HEALTH CARE IPA
Alhambra, CA - (PR Newswire) - September 5, 2019 - Apollo Medical Holdings, Inc. ("ApolloMed" or the "Company") (NASDAQ: AMEH), an integrated population health management company, today announced that its affiliates, Allied Physicians of California, a Professional Medical Corporation d.b.a. Allied Pacific of California ("APC") and APC-LSMA Designated Shareholder Medical Corporation ("APC-LSMA") have acquired all of the outstanding shares of capital stock of Accountable Health Care IPA, a Professional Medical Corporation ("Accountable Health Care"). In connection with the settlement of a dispute with Dr. Jayatilaka and Accountable Health Care, APC-LSMA acquired all shares of Accountable Health Care's capital stock held by Dr. Jayatilaka (comprising 75% of the outstanding shares of Accountable Health Care capital stock) in exchange for $7.25 million. APC owns the remaining 25% of the outstanding shares of Accountable Health Care capital stock. The addition of Accountable Health Care will expand the Company's capitated membership base and deepen its geographic footprint in Southern California. This acquisition, along with the recent acquisition of Alpha Care Medical Group, Inc. ("Alpha Care Medical Group") by APC-LSMA, will provide the Company with additional synergistic opportunities as we continue to aggregate provider and specialist networks to manage patient care more effectively.
Accountable Health Care, an independent practice association ("IPA"), has served the local community in the greater Los Angeles County area through a network of physicians and health care providers for more than 20 years. Accountable Health Care's provider network currently includes over 400 primary and 700 specialty care physicians that provide quality health care services to more than 91,000 members of six federally qualified health plans and multiple product lines, including Medi-Cal, Medicare, California Healthy Families and various commercial plans.
"Our acquisition of Accountable Health Care continues to bolster the number of lives we manage and expands our reach. Along with our recent acquisition of Alpha Care Medical Group, our acquisition of Accountable Health Care helps us to continue to realize synergies through our aggregation of multiple IPAs", said Kenneth Sim, M.D., Executive Chairman of ApolloMed. "This acquisition demonstrates our commitment to the continued growth of our company", stated Dr. Kenneth Sim.
Note About Consolidated Entities
The Company consolidates entities in which it has a controlling financial interest. The Company consolidates subsidiaries in which it holds, directly or indirectly, more than 50% of the voting rights, and variable interest entities ("VIEs") in which the Company is the primary beneficiary. Noncontrolling interests represent equity ownership interests in the Company's consolidated entities (including certain VIEs). The amount of net (loss) income attributable to noncontrolling interests is disclosed in the Company's consolidated statements of income.
About Apollo Medical Holdings, Inc.
ApolloMed is a leading physician-centric integrated population health management company, which, together with its subsidiaries, including a Next Generation Accountable Care Organization ("NGACO"), and its affiliated IPAs and management services organizations ("MSOs"), are working to provide coordinated, outcomes-based high-quality medical care for patients, particularly senior patients and patients with multiple chronic conditions, in a cost-effective manner. ApolloMed focuses on addressing the healthcare needs of its patients by leveraging its integrated health management and healthcare delivery platform that includes Network Medical Management, Inc. (an MSO), Apollo Medical Management, Inc. (an MSO), ApolloMed Hospitalists, APA ACO, Inc. (the Company's NGACO), APC (an IPA) and Apollo Care Connect, Inc. (the Company's Digital Population Health Management Platform). For more information, please visit www.apollomed.net.
About Allied Physicians of California
APC is an IPA that the Company has determined should be consolidated as a VIE with the Company's financial statements under United States generally accepted accounting principles (U.S. GAAP). APC-LSMA has as its sole shareholder, Thomas Lam, M.D., Chief Executive Officer of the Company and Chief Executive Officer and Chief Financial Officer of APC, and is controlled by APC.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements about the Company's acquisition strategy, integration of its acquired companies, continued growth and business outlook, ability to deliver sustainable long-term value, ability to respond to the changing environment, operational focus and strategic growth plans. Forward-looking statements reflect current views with respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the Company's management, and some or all of such expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors, known and unknown, including the risk factors described from time to time in the Company's reports to the SEC, including, without limitation, the risk factors discussed in the Company's Annual Report on Form 10-K filed with the SEC on March 18, 2019.
FOR MORE INFORMATION, PLEASE CONTACT:
Asher Dewhurst (443) 213-0500 asher.dewhurst@westwicke.com

text: APOLLO MEDICAL HOLDINGS

text: ACCOUNTABLE HEALTH CARE IPA

text: Apollo Medical Holdings, Inc.

text: APC-LSMA

text: APC-LSMA

text: Accountable Health Care IPA

text: Accountable Health Care

text: Accountable Health Care

text: APC-LSMA

text: Accountable Health Care

text: Accountable Health Care

text: Accountable Health Care

text: Accountable Health Care

text: APC-LSMA

text: Accountable Health Care

text: Accountable Health Care

text: Accountable Health Care

text: Accountable Health Care

text: Kenneth Sim

text: Kenneth Sim

text: Apollo Medical Holdings, Inc.

text: APC-LSMA