text:
EX-99.1
2
closingpressrelease-final.htm
EX-99.1
Document
Banc of California Announces the Completion of its Acquisition of Pacific Mercantile Bancorp
.Acquisition creates a business banking franchise in Southern California with over $9 billion in assets
.Three new independent directors appointed to the Board of Directors
SANTA ANA, Calif., (October 18, 2021) - Banc of California, Inc. (NYSE: BANC) (the "Company" or "Banc of California"), the holding company of Banc of California, N.A. (the "Bank"), announced today the completion of its acquisition of Pacific Mercantile Bancorp (NASDAQ: PMBC) ("Pacific Mercantile") effective as of October 18, 2021. Following the acquisition, Banc of California will have over $9 billion in total assets. The Company announces third quarter earnings on October 21, 2021.
Jared Wolff, President & CEO of Banc of California, stated, "The Pacific Mercantile acquisition significantly enhances the growth of our business banking franchise in Southern California with the addition of approximately $980 million in gross loans, $1.3 billion in total deposits and $1.5 billion in total assets as of September 30, 2021. Moreover, we are excited to welcome Pacific Mercantile's clients and team of highly experienced bankers into our Banc of California family".
Mr. Wolff added, "We are very proud of the commitment and hard work of the team members of Banc of California and Pacific Mercantile who have already made significant progress in planning and integrating the two organizations and will complete the Pacific Mercantile system conversion this quarter. We expect the smooth transition of Pacific Mercantile clients to our platform and integration of our teams will enable us to deliver quickly on the compelling economic benefits of the transaction and enhance the value of our franchise".
Under the terms of the Agreement and Plan of Merger, each Pacific Mercantile common share, other than excluded shares, was converted into the right to receive 0.50 of a share of Company common stock. The Company is issuing an aggregate of approximately 11.9 million shares of Company common stock and paying approximately $3.2 million in cash to equity award holders. The value of the total deal consideration is approximately $226 million.
In connection with the completion of the merger, two Pacific Mercantile directors, Denis P. Kalscheur and Shannon F. Eusey, have joined the Board of Directors of the Company and the Bank (the "Board"). In addition, the Company today announced the appointment of Vania Schlogel to the Board, effective October 18, 2021. Mr. Kalscheur was most recently the Chairman of the Board of Pacific Mercantile, Ms. Eusey is the Co-Founder, Chief Executive Officer and President of Beacon Pointe Advisors, and Ms. Schlogel is the Founder and Managing Partner of Atwater Capital. Barbara Fallon-Walsh, a well-respected and valued Board member, retired from both Boards effective at the closing of the merger.
These appointments, along with Ms. Fallon-Walsh's retirement, expand the Board to 12 directors, 11 of whom are independent.
"I'm pleased to welcome Denis, Shannon and Vania as new independent directors to the Board", said Mr. Wolff. "Each of them brings important experience and enhances the diversity of skills and viewpoints on our Board. Their respective financial and risk management expertise, deep understanding of strategy and people, and strong roots in the Southern California business community will be invaluable as we continue to drive growth and execute on our strategic initiatives".
Ms. Fallon-Walsh is retiring following her relocation to the East Coast after having served on the Board for three years.
"We are sad to see Fallon retire and would like to thank her for her many contributions and service to the Board", said Board Chair Bob Sznewajs. "Her leadership and guidance were instrumental in guiding the Company through its transformation".
About Banc of California, Inc.
Banc of California, Inc. (NYSE: BANC) is a bank holding company with one wholly-owned banking subsidiary, Banc of California, N.A. (the Bank), and had $8.0 billion in assets as of June 30, 2021, and over $9.0 billion in assets following the completion of its acquisition of Pacific Mercantile. The Bank has 39 offices including 33 full-service branches located throughout Southern California. Through our dedicated professionals, we provide customized and innovative banking and lending solutions to businesses, entrepreneurs and individuals throughout California. We help to improve the communities where we live and work, by supporting organizations that provide financial literacy and job training, small business support and affordable housing. With a commitment to service and to building enduring relationships, we provide a higher standard of banking. We look forward to helping you achieve your goals. For more information, please visit us at www.bancofcal.com.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the "Safe-Harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents filed or furnished by Banc of California, Inc. with the Securities and Exchange Commission (SEC). Words such as "anticipates", "believes", "estimates", "expects", "forecasts", "intends", "plans", "projects", "could", "may", "should", "will" or other similar words and expressions are intended to identify these forward-looking statements. In addition to those, statements about the potential effects of the Pacific Mercantile Bancorp acquisition on the business, financial results and condition of Banc of California, Inc. and its subsidiaries may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond the control of Banc of California, Inc., including (i) the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Banc of California Inc. and Pacific Mercantile Bancorp operate; (ii) risk that the COVID-19 pandemic, including uncertainty and volatility in financial, commodities and other markets, and disruptions to banking and other financial activity, could harm Banc of California, Inc.'s business, financial position and results of operations, and could adversely affect the anticipated benefits of the acquisition; (iii) the ability to promptly and effectively integrate the businesses of Banc of California Inc. and Pacific Mercantile Bancorp; (iv) the reaction to the transaction of the companies' customers, employees and counterparties; (v) diversion of management time on integration-related issues; (vi) lower than expected revenues, credit quality deterioration or a reduction in real estate values or a reduction in net earnings; and (vii) other risks that are described in Banc of California Inc.'s public filings with the SEC. You should not place undue reliance on forward-looking statements and Banc of California, Inc. undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
Media/Investor Relations Inquiries:
Banc of California, Inc.
(855) 361-2262
Jared Wolff, (949) 385-8700
Lynn Hopkins, (949) 265-6599
Source: Banc of California, Inc.

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text:
EX-99.1
3
exhibit99-1.htm
PRESS RELEASE ISSUED BY VSE CORPORATION ON JANUARY 28, 2015 "VSE CORPORATION CLOSES ON KILLICK AEROSPACE ACQUISITION"
Exhibit 99.1
VSE Corporation Closes on Killick Aerospace Acquisition
VSE extends Supply Chain Management and MRO to the Aviation Market
Alexandria, Virginia, January 28, 2015
-
VSE Corporation (NASDAQ: VSEC) announced today that it has closed on the previously announced acquisition of four business units from Killick Aerospace Group, consisting of Prime Turbines (including both U.S. and Germany-based operations), CT Aerospace, Kansas Aviation of Independence and Air Parts & Supply Co. The companies specialize in maintenance, repair and overhaul (MRO) services and parts supply for corporate and regional jet aircraft engines and engine accessories. The acquisition of the Killick companies expands VSE's supply chain management and MRO capabilities to commercial aviation markets, and gives us another service offering to take to our federal markets.
The initial purchase price paid at the closing was approximately $189 million in cash. The increase of approximately $5 million from the previously announced initial purchase payable at closing was a result of an estimated increase in the net working capital of the acquired companies as of the closing date. The purchase agreement also includes potential post-closing payments of up to $40 million if CT Aerospace, Kansas Aviation of Independence and Air Parts & Supply Co. surpass certain thresholds of earnings before interest, taxes, depreciation and amortization ("EBITDA") during the first two years after the closing and one additional post closing payment of $5 million if such companies surpass a certain EBITDA threshold during any 12-consecutive month period in 2014 and 2015. Other purchase price adjustments also may be required based on certain post-closing determinations, including in respect of the closing net working capital and certain inventory and equipment.
The four business units combined sales and income before taxes are estimated to be approximately $111 million and $22 million, respectively, for the year ended December 31, 2014. Such estimated results are not necessarily indicative of future financial performance and the actual results of the four business units for 2014 may differ from the estimated results. The four business units have approximately 196 employees.
"We are pleased to add these four complementary aviation business units to our supply chain management and maintenance, repair and overhaul portfolio", said VSE CEO and President, Maurice "Mo" Gauthier. "We plan to maintain each company's respective brand as we integrate these companies under the umbrella of our recently formed subsidiary VSE Aviation, Inc., led by Paul Goffredi as President. Paul has held several leadership positions in the aviation industry for nearly three decades and has been with Killick Aerospace for four years. We look forward to Paul's contributions for growing our presence in those markets".
In connection with its acquisition of the Killick companies, VSE amended a loan agreement with its bank group to extend the agreement for five years and increase the commitment to $300 million, which consists of a $150 million revolving credit facility and $150 million term loan facility.
VSE received legal advice for the acquisition from Arent Fox LLP, Washington, D.C. Citizens Bank, N.A. provided financial advisory services to VSE and arranged financing for the acquisition. The Killick Aerospace Group was advised by Wells Fargo Securities, LLC (financial advisor) as well as legal advisors Dentons USA LLP and Osler, Hoskin & Harcourt LLP.
About VSE
Established in 1959, VSE is a diversified sustainment and services company with experience in solving issues of global significance with integrity, agility, and value. VSE is dedicated to making our federal and commercial clients successful by delivering innovative solutions for ship, vehicle and aircraft sustainment, supply chain management, platform modernization, mission enhancement, program management, energy, IT, and consulting services. For additional information regarding VSE services and products, please see the Company's web site at www.vsecorp.com or contact Christine Kaineg, VSE Investor Relations, at (703) 329-3263.
Safe Harbor
This news release contains statements that to the extent they are not recitations of historical fact, constitute "forward looking statements" under federal securities laws. All such statements are intended to be subject to the safe harbor protection provided by applicable securities laws. For discussions identifying some important factors that could cause actual VSE results to differ materially from those anticipated in the forward looking statements in this news release, see VSE's public filings with the SEC, including VSE's Annual Report on Form 10-K for the year ended December 31, 2013 and subsequent reports filed with the SEC.
VSE News Contact: Christine Kaineg -- (703) 329-3263.

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


text:
EX-99.1
2
ex991pressreleasejuly22021.htm
EX-99.1
Document
Watford Intends to De-List and De-Register its Cumulative Redeemable Preference Shares (Nasdaq: WTREP) Following Merger
HAMILTON, Bermuda, July 2, 2021 (GLOBE NEWSWIRE) -- Watford Holdings Ltd. ("Watford") (NASDAQ: WTRE) on July 2, 2021, Watford Holdings Ltd. notified The Nasdaq Stock Market that the Company intends to voluntarily terminate the listing of its cumulative redeemable preference shares (Nasdaq: WTREP) (the "preference shares") from the Nasdaq Global Select Market ("Nasdaq") in compliance with the requirements of Rule 12d2-2(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The preference shares are currently held by fewer than 300 persons. In addition, the preference shares were initially listed as a secondary listing and, following the merger of Watford Holdings Ltd. and delisting of Watford Holdings Ltd.'s common shares, the preference shares will not meet Nasdaq's listing requirement that a primary listing have not fewer than 400 shareholders.
Accordingly, Watford Holdings Ltd. intends to file with the Securities and Exchange Commission a Form 25 to remove the preference shares from listing on Nasdaq and to deregister the preference shares pursuant to Section 12(b) of the Exchange Act, and a certification on Form 15 under the Exchange Act to request the deregistration of the preference shares under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the preference shares.
About Watford Holdings Ltd.
Watford Holdings Ltd. is a global property and casualty insurance and reinsurance company with approximately $1.2 billion in capital as of March 31, 2021, comprised of: $172.8 million of senior notes, $52.4 million of contingently redeemable preference shares and $977.0 million of common shareholders' equity, with operations in Bermuda, the United States and Europe. Its operating subsidiaries have been assigned financial strength ratings of "A-" (Excellent) from A.M. Best and "A" from Kroll Bond Rating Agency. On May 1, 2020, A.M. Best announced that it had placed under review with negative implications the financial strength ratings of Watford's operating subsidiaries. On April 6, 2021, Kroll Bond Rating Agency maintained the Watch Developing status on the "A" insurance financial strength ratings of Watford's operating subsidiaries as well as the "BBB+" credit rating of Watford Holdings Ltd, pending regulatory approval for the Agreement and Plan of Merger that was approved by Watford's shareholders on March 30, 2021 and was consummated on July 1, 2021. As a result of the merger, Watford Holdings Ltd. became a wholly-owned subsidiary of Greysbridge Holdings Ltd.
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the "PSLRA") provides a "safe harbor" for forward-looking statements. This news release contains forward-looking statements. Forward-looking statements, for purposes of the PSLRA or otherwise, generally can be identified by the words "believes", "expects", "intends", "plans", "estimates" or similar expressions that indicate future events. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially, including: uncertainties with respect to the timing of the delisting of the preference shares; market conditions; and other risks set forth in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC"), and in the Company's other periodic reports filed with the SEC. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Watford disclaims any obligation to update these forward-looking statements because of new information, future events or circumstances or other factors.
Contacts
Laurence Richardson (Investor Contact): lbr@watfordholdings.com

text: Watford Holdings Ltd.

text: Watford Holdings Ltd.

text: Watford Holdings Ltd.

text: Watford Holdings Ltd.

text: Watford Holdings Ltd.

text: Watford Holdings Ltd.

text: Watford Holdings Ltd.

text: Watford Holdings Ltd.

text: Greysbridge Holdings Ltd


text:
EX-99.1
2
exbibit991.htm
EXHIBIT
Exbibit 99.1
Exhibit 99.1
ST. JOE ANNOUNCES SALE CLOSED TO AGRESERVES FOR $562 MILLION
WATERSOUND, Fla. - (March 5, 2014) - The St. Joe Company (NYSE: JOE) (the "Company") today announced that it closed on the sale of approximately 380,000 acres of the Company's non-strategic timberland and rural land in Northwest Florida to subsidiaries of AgReserves, Inc., a Utah corporation, for approximately $562 million, which included $200 million in the form of a timber note.
The sold land, which had an aggregate carrying value of approximately $52 million as of December 31, 2013, includes the majority of the Company's timberlands in Bay, Calhoun, Franklin, Gadsden, Gulf, Jefferson, Leon, Liberty and Wakulla counties. The transaction did not include land that the Company uses or intends to use for its various residential or commercial real estate developments, resorts, leisure and leasing operations. The Company now owns approximately 185,000 acres of land concentrated primarily in Northwest Florida and expects to continue its forestry operations on a limited basis.
"The net proceeds from this sale will provide us significant liquidity and numerous opportunities to create long-term value for our shareholders", said Park Brady, CEO for The St. Joe Company. "Management can focus on our core business activities of real estate development in Northwest Florida, including opportunities in the active adult market and expanding our resort and leisure operations".
AgReserves, Inc. has assumed agreements and contracts existing on the purchased timberlands and intends to maintain timber and agricultural uses of the lands.
"Now that the deal's done, we are looking forward to getting on the property, getting to work, and becoming part of the local communities in the Panhandle", said Paul Genho, Chairman of AgReserves. "We also appreciate the professional way that St Joe conducted themselves throughout the acquisition process and thank them and those who assisted in this transaction".
TAP Advisors acted as financial advisor to the Company in connection with this transaction, with Sullivan & Cromwell LLP and Greenberg Traurig P.A. as legal counsel. Saunders Real Estate, LLC, acted as an advisor to AgReserves, Inc., with Foley & Lardner LLP and Kirton McConkie PC as legal counsel.
###
About The St. Joe Company The St. Joe Company is a Florida-based real estate developer and manager. The Company owns land concentrated primarily in Northwest Florida and has significant residential and commercial land-use entitlements in hand or in process. The Company also owns various commercial, resort and club properties. More information about the Company can be found on its website at www.joe.com.
Information Concerning Forward-Looking Statements
Certain statements made in this document and other written or oral statements made by or on behalf of the Company constitute "forward-looking statements" within the meaning of the federal securities laws, including statements regarding (i) the Company's intended use of its existing land not included in the land sold to AgReserves pursuant to the Sale Agreement (the "Transaction"), (ii) the Company's expectation to continue forestry operations on a limited basis following the Transaction and (iii) the opportunities available to the Company to create long-term value for its shareholders, including opportunities in its active adult market and expansion of its resort and leisure operations.
These forward-looking statements could be affected by the following factors, among others, related to the Transaction and the Company's expectations regarding its future operations and opportunities: (1) the risk that the anticipated benefits from the Transaction may not be realized, may take longer to realize than expected, or may cost more to achieve than expected; (2) the Company's ability to successfully and timely obtain land-use entitlements and construction financing, and address issues that arise in connection with the use and development of its land; (3) disruption from the Transaction making it more difficult to maintain relationships with contractors, customers or employees; (4) unexpected costs or unexpected liabilities that may arise from the Transaction; (5) the inability to retain key personnel; and (6) future regulatory or legislative actions or litigation that could adversely affect the Company. The forward-looking statements made herein are based on current expectations and speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. Important factors regarding the Company that may cause results to differ from express or implied expectations include, but are not limited to, those risk factors and other disclosure set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, and subsequent Form 10-Qs and other filings with the SEC.
© 2014, The St. Joe Company. "St. Joe®", "JOE®", the "Taking Flight" Design®, "St. Joe (and Taking Flight Design)®" are registered service marks of The St. Joe Company.

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text:
EX-99.1
2
d304688dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
GlobalWafers Successfully Consummates Acquisition of SunEdison Semiconductor
Hsinchu, Taiwan - December 2, 2016 (Taiwan time)
- GlobalWafers Co., Ltd. (TPEx: 6488) ("GlobalWafers") is pleased to announce that
the acquisition of SunEdison Semiconductor Limited ("SunEdison Semiconductor") by GlobalWafers has been successfully completed. This follows GlobalWafers' announcement on August 18, 2016 to acquire all outstanding ordinary shares of
SunEdison Semiconductor in a transaction valued at USD 683 million, a figure that includes SunEdison Semiconductor's outstanding net debt.
The
combined entity will bring together GlobalWafers' unparalleled operating model and market strengths with SunEdison Semiconductor's expansive global footprint and product development capabilities. GlobalWafers will see a meaningful
expansion of its production capabilities and breadth in product and global customer base, including greater access to the Korea and EU as well as SOI product technologies and capacity. It will also have a significant increase in financial scale. The
transaction will ultimately provide the foundation for GlobalWafers to be a good wafer solution provider and long term partner for all semiconductor customers.
"Our enterprise footprint of 17 operation sites located in 10 countries is strategically positioned in all regions to support our customers more
effectively", said Doris Hsu, Chairperson and CEO of GlobalWafers. "The new GlobalWafers will be customer-centric with our success being gauged by the satisfaction level of our customers. Our goal is to aggressively be our customers'
supplier of choice as it relates to quality, technology, supply, support and price".
Advisors
Nomura Securities is acting as sole financial advisor to GlobalWafers, and White & Case LLP is acting as legal advisor to GlobalWafers. Barclays Capital is
serving as financial advisor to SunEdison Semiconductor and Bryan Cave LLP is serving as legal counsel to SunEdison Semiconductor.
About GlobalWafers
Headquartered in Hsinchu, Taiwan, GlobalWafers is one of the six largest silicon wafer manufacturers in the world. Founded in 1981, it was the
semiconductor business unit of SAS (Sino-American Silicon Product Inc.) and spun off as GlobalWafers Co., Ltd. in 2011. Specializing in 3" to 12" silicon wafer manufacturing, product applications extend through power management,
automotive, IT and MEMS. GlobalWafers operates out of nine facilities in Taiwan, China, USA, Japan, Denmark, and Poland. GlobalWafers is listed on the Taipei Exchange.
About SunEdison Semiconductor
SunEdison Semiconductor is
a global leader in the manufacture and sale of silicon wafers to the semiconductor industry. For over 55 years, SunEdison Semiconductor has been a pioneer in the design and development of silicon wafer technologies. With R&D and manufacturing
facilities in the U.S., Europe, and Asia, SunEdison Semiconductor enables the next generation of high performance semiconductor devices.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements. These forward-looking statements are subject to risks and uncertainties. Consequently, actual results
and experience may materially differ from those contained in any forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
GlobalWafers make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances occurring or existing after the date any forward-looking statement is made.
Contacts
GlobalWafers
Spokesperson: William Chen
+886-3-577-2255 (ext. 2280)
William@sas-globalwafers.com
Deputy: Jason Chien
+886-3-577-2255 (ext. 2379)
Jason.chien@sas-globalwafers.com

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text: GlobalWafers


text:
EX-99.3
3
exhibit99-3.htm
PRESS RELEASE DATED SEPTEMBER 10, 2009
Filed by sedaredgar.com - Pluris Energy Group Inc. - Exhibit 99.3
NEWS RELEASE
FOR IMMEDIATE RELEASE
NATIONWIDE ENERGY PORTAL INC.
CORPORATE
INFORMATION
Vancouver, Canada/Houston, Texas - September 10, 2009 -
Pluris Energy Group Inc. (OTC Bulletin Board: PEYG)
("Pluris Energy" or "the
Company") provides a further announcement related to its recent new release
dated September 9, 2009, where the Company reported entering into a Share
Exchange Agreement with Nationwide Energy Portal Inc. ("Nationwide"), a Houston
Texas based developer and provider of a software based energy portal.
Nationwide's energy portal is a proprietary, one of kind, fully
automated real time business sourcing, information gathering and forecasting
system that caters to Retail Electric Providers (REP's), energy brokers, and
their agents, providing a web based portal application that stores and manages
data for the purpose of selling commercial electricity contracts in deregulated
electric energy markets. Nationwide's energy portal also compiles, manages and
distributes in real-time, current electricity rates from REP's and estimates
future wholesale and retail electricity rates as well as forecasting load based
on historical data. Currently, Nationwide's business is operating exclusively in
the State of Texas. However plans to expand into several other deregulated
States in the US are currently being implemented.
Nationwide's Chief Technology Officer and primary software
architect, Mr. Mike Massingill, possesses an extensive history of developing
software based applications in the energy industry. Most notably, Mr. Massingill
is considered to be the primary co-developer of Stream Energy's information
technology architecture. Stream is a major US success story in the energy
industry and was recently named by Inc. magazine as one of the fastest-growing private companies in the United States with revenue growth of more than 1,200% since the company's first year of operations in 2005.
In operation since early 2009 and generating revenues almost immediately from inception, Nationwide's energy portal has been widely recognized and accepted as the preeminent web-based solution for REP's, which provide electricity, and
energy brokers, and there agents that sell electricity to the end consumer. It is the only fully comprehensive web-based solution available that fuses the complex deregulated energy market data within a set of accessible and easy to use practical
real time software applications for all points of contact utilized by REP's and energy brokers in the day-to-day sale and distribution of electric energy.
Nationwide's Chief Executive Officer, Kenneth Koepke stated, "We are extremely pleased to enter into the merger agreement to take over Pluris Energy as the transaction provides Nationwide the venue to access extensive exposure for the
business growth -of our company, and the international capital markets to help monetize the continued expansion into other deregulated regions that our proprietary software architecture can be made available to. Nationwide's energy portal has
been developed at an extremely opportune moment in the evolution of the energy industry as it maximizes efficiencies of the benefits underlying the deregulated electrical energy markets throughout the United States. Our initial build out of the
portal to facilitate those efficiencies in the State of Texas is a first step in a series of business development plans that Nationwide is mandating to expand its assets into other deregulated energy markets throughout the US and indeed, into other
utilities sectors utilizing our extensive proprietary software architecture that can facilitate numerous utilities applications".
Nationwide's energy portal architecture provides REP's and energy brokers the unique capability to brand their independent businesses on top of and through the vast array of applications, templates and real time presentment, facilitation
and follow-on software resources available in Nationwide's portal. When a Nationwide REP or energy broker agent logs in to Nationwide's energy portal, the portal architecture replicates the branding of each individual REP and energy broker
business. In the case of REP's, the Nationwide software architecture also provides a facility that runs in real-time, a complicated set of algorithms over numerous factors that tells the REP's how to hedge their block electricity purchases
in order to gain the greatest incremental efficiencies in their overall electrical cost structuring, resulting in higher profit margins to the REP and further cost savings passed down through the energy brokers and agents to the end consumer.
The Nationwide energy portal software architecture collects Electric Reliability Council of Texas ("ERCOT") and the Texas Public Utility Commission ("PUC") data, commodities market data, broker inputted data, REP inputted data,
etc. The ERCOT data aggregation process gathers and compiles electric service identifier ("ESI ID") data and makes the culmination of all data variables readily available in numerous configurations to energy brokers and REP's through
Nationwide's one-source real time analytical, cross-comparing and contract facilitation software engine. Currently, Nationwide maintains a comprehensive data infrastructure of over 8.5 million of the known 13 million ESI ID locations in the
State of Texas alone.
About Nationwide Energy Portal Inc.
Nationwide Energy
Portal Inc. is a Houston, Texas based energy company that develops and
facilitates web based proprietary software that provides brokers and retail
energy providers the least expensive and most efficient electricity for their
customers.
About Pluris Energy
Pluris Energy Group Inc. is an
international energy company engaged in the acquisition and development of
producing oil and gas interests in South America. For further information,
please visit the Company's website at
www.pluris.com
Company Contact
Sacha H. Spindler
Phone: +1.604.609 -1769
Eunho Lee
Phone: +1.778.996.6500
Forward Looking Statements
This news release
contains "forward-looking statements". Statements in this press release, which
are not purely historical, are forward-looking statements and include any
statements regarding beliefs, plans, expectations or intentions regarding the
future. Such forward-looking statements include, among others, the expectation
and/or claim, as applicable, that: (i) the Closing of the Share Exchange
Agreement will be closed; (ii) Nationwide's software can be utilized in other
markets outside of Texas in its current configuration; (iii) Nationwide's energy
portal can be reconfigured to operate within different utility sectors; (iv)
Nationwide's energy portal will develop and retain market share significant
enough to generate positive earnings growth for the Company; and (v)
Nationwide's energy portal can create profit margin increases for REP's.
It is important to note that actual outcomes and the
Company's actual results could differ materially from those in such
forward-looking statements. Actual results could differ from those projected in
any forward-looking statements due to numerous factors. Such factors include,
among others: (i) the failure to complete the Shares Exchange Agreement entered
into between the Company and Nationwide for whatever reason, (ii) the failure of
Nationwide management to fulfill the objectives set forth by the newly appointed
Board of Directors of Nationwide; (iii) Nationwide's ability to fulfill its
business development objectives; (iv) Nationwide's ability to create and
maintain market share in its sector significant enough to generate positive
earnings growth for the Company; (v) Nationwide's ability to raise debt or
equity financing for operations, inability to maintain qualified employees or
consultants, and the likelihood that no commercial quantities of oil and gas or
new energy sources are found or recoverable. For more risk factors about our
company, readers should refer to risk disclosure in our recent forms 10-KSB and
10-QSB filed with the SEC on Edgar.

text: Pluris Energy Group Inc.

text: NATIONWIDE ENERGY PORTAL INC.

text: Pluris Energy Group Inc.

text: Nationwide Energy Portal Inc.

text: Mike Massingill

text: Nationwide Energy Portal Inc.

text:
Nationwide Energy
Portal Inc.

text: Pluris Energy Group Inc.


text:
EX-99.1
2
pr.htm
PRESS RELEASE
EXHIBIT 99.1
Emclaire Financial Corp
612 Main Street ♦ Emlenton, PA 16373-0046
Phone: (844) 767-2311/FAX: (724) 867-9326
P R E S S R E L E A S E
RELEASE DATE
:
CONTACT:
Monday, May 2, 2016 William C. Marsh
Chairman, President and
Chief Executive Officer
Emclaire Financial Corp
Phone: (844) 800-2193
Email: investor.relations@farmersnb.com
Emclaire Financial Corp Announces Completion of Its Acquisition of
United-American Savings Bank
Emlenton, PA, May 2, 2016 - Emclaire Financial Corp (NASDAQ: EMCF) (Emclaire), the parent holding company of The Farmers National Bank of Emlenton (Farmers National), announced today that, as of April 30, 2016, they have completed the acquisition of United-American Savings Bank, Pittsburgh, Pennsylvania (United-American).
The transaction has expanded Emclaire's franchise into Pittsburgh and increased Emclaire's consolidated total assets and total deposits to approximately $688 million and $582 million, respectively. The transaction is expected to be immediately accretive to Emclaire's earnings for the remainder of 2016, excluding one-time charges, and 29% accretive to 2017 earnings. No additional capital was needed to complete the transaction and Emclaire and Farmers National remain "well-capitalized" institutions for regulatory purposes. Emclaire plans to convert the former United-American office and operating systems in late June 2016. Under the terms of the merger agreement, shareholders of United-American will receive $42.67 in cash for each share of common stock of United-American or approximately $14.1 million in the aggregate.
William C. Marsh, Chairman, President and Chief Executive Officer of Emclaire and Farmers National, stated, "We are pleased to welcome all United-American depositors and customers to the Emclaire family. We are excited to expand our franchise into Pittsburgh and look forward to building upon and enhancing the customer relationships that United-American developed over the years. The acquisition of United-American coupled with the planned third quarter opening of our new full-service banking office in Aspinwall, Pennsylvania (a Pittsburgh suburb) reflects our strategy to profitably grow our banking franchise in desirable contiguous markets".
Tom Smith, President and Chief Executive Officer of United-American, said, "We are pleased to have joined forces with Emclaire and Farmers National. This is a win-win for our shareholders and customers".
Silver, Freedman, Taff & Tiernan LLP, Washington, DC acted as legal counsel to Emclaire in the transaction. Jones Walker LLP, Washington, DC acted as legal counsel and Raymond James & Associates, Inc. acted as financial advisor to United-American.
About Emclaire Financial Corp
Emclaire Financial Corp is the parent company of The Farmers National Bank of Emlenton, an independent, nationally chartered, FDIC-insured community bank headquartered in Emlenton, Pennsylvania, operating 16 full service offices in Pittsburgh and in Venango, Butler, Clarion, Clearfield, Crawford, Elk, Jefferson and Mercer counties, Pennsylvania. Emclaire's common stock is quoted on and traded through the NASDAQ Capital Market under the symbol "EMCF". For more information, visit Emclaire's website at "www.emclairefinancial.com".
Forward-looking Statements:
This release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements do not relate strictly to historical or current facts. Forward-looking statements reflect management's current views and estimates of future economic circumstances, industry conditions, company performance and financial results. They often include the words "believe", "expect", "anticipate", "intend", "plan", "estimate" or words of similar meaning, or future or conditional verbs such as "will", "would", "should", "could" or "may." Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors - many of which are beyond our control - could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Forward-looking statements regarding the transaction are based upon currently available information.
Actual results could differ materially from those indicated in forward-looking statements. Among other factors, actual results may differ from those described in forward-looking statements due to: the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; the terms of the proposed transaction may need to be modified to obtain such approvals or satisfy such conditions; the anticipated benefits from the proposed transaction are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions, interest rates, laws and regulations and their enforcement, and the degree of competition in our markets; the ability to promptly and effectively integrate the businesses of the companies; the reaction of the companies' customers to the transaction; diversion of management time on merger-related issues; changes in asset quality and credit risk; the inability to sustain revenue and earnings; and competitive conditions.
Emclaire's Annual Report on Form 10-K and other reports filed with the SEC describe some additional factors which could cause actual conditions, events or results to differ significantly from those described in forward-looking statements.
Forward-looking statements speak only as of the date they are made. Copies of Emclaire's reports filed with the SEC are available in the Financial Information section of Emclaire's website, www.emclairefinancial.com. We do not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.
2

text: Emclaire Financial Corp

text: William C. Marsh

text: Emclaire Financial Corp

text: Emclaire Financial Corp

text: United-American Savings Bank

text: Emclaire Financial Corp

text: United-American Savings Bank

text: William C. Marsh

text: Tom Smith

text: Silver, Freedman, Taff & Tiernan LLP

text: Jones Walker LLP

text: Raymond James & Associates, Inc.

text: Emclaire Financial Corp

text: Emclaire Financial Corp


text:
EX-99
2
ex99_selah.htm
EXHIBIT 99.1 - PRESS RELEASE DATED MAY 5, 2011
Exhibit 99.1 - Press Release Dated May 5, 2011
Exhibit 99.1
Contact: Roger R. Hopkins, Chief Accounting Officer
Phone: (615) 890-9100
NHI Announces $15 Million Purchase
of Four Assisted Living and Memory Care Communities
MURFREESBORO, Tenn. - (May 5, 2011) National Health Investors, Inc. (NYSE:NHI) announced today it has closed a $15 million purchase of four assisted living and memory care communities totaling 183 units in Louisiana and has leased those communities to Selah SeniorCare III and managed by Selah Management Group. The purchase price was funded from NHI's revolving credit facility.
The four facilities, which are on average 13 years old and attract private payment for services, are being leased to Selah SeniorCare III and managed by Selah Management Group for 15 years at an initial lease rate of $1,275,000 plus annual fixed escalators. In addition to the Louisiana facilities, Selah Management Group operates 11 assisted living and memory care communities in Florida, Mississippi and Texas.
Justin Hutchens, NHI's CEO and President stated, "The Selah management team has experience operating high quality assisted living communities for years, and has a strong track record. NHI is pleased to work with them to expand their operations into Louisiana with such well-located and stabilized communities".
National Health Investors, Inc. is a healthcare real estate investment trust that specializes in the financing of healthcare real estate by purchase and leaseback transactions and by mortgage loans. NHI's investments involve skilled nursing facilities, assisted living facilities, independent living facilities, medical office buildings, an acute psychiatric hospital, an acute care hospital and a transitional rehabilitation center. The common stock of the company trades on the New York Stock Exchange with the symbol NHI. Additional information about NHI, including its most recent press releases, may be obtained on NHI's website at
www.nhinvestors.com
.
Statements in this press release that are not historical facts are forward-looking statements. NHI cautions investors that any forward-looking statements may involve risks and uncertainties and are not guarantees of future performance. All forward-looking statements represent NHI's judgment as of the date of this release.
Investors are urged to carefully review and consider the various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI's Annual Report on Form 10-K for the most recently ended fiscal year. Copies of these filings are available at no cost on the SEC's website at http://www.sec.gov or on NHI's website at
http://www.nhinvestors.com
.
-END-

text: NHI

text: National Health Investors, Inc.

text: NHI

text: Selah Management Group

text: NHI

text: Selah Management Group

text: Selah Management Group

text: NHI

text: NHI

text: National Health Investors, Inc.

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI


text:
EX-99.7
8
a06-8189_4ex99d7.htm
NOTICE TO HOLDERS OF BOSTON SCIENTIFIC CORPORATION'S 6.25% SENIOR NOTES DUE 2035
Exhibit 99.7
[Boston Scientific
Corporation Letterhead]
April 24, 2006
Notice
to Holders of Boston Scientific Corporation's
6.25% Senior Notes due 2035
(CUSIP No. 101137AE7)
Dear Noteholder,
Notice is hereby given
that Boston Scientific Corporation (the "Company") has increased the interest
rate on its $350 million 6.25% Senior Notes due 2035 (the "2035 Notes"), from
6.25% to 7.00%. The Company elected to increase the interest rate due to the
closing of the Company's acquisition of Guidant Corporation.
The increase in the
interest rate shall accrue from November 17, 2005 and shall be paid to the
persons in whose names the 2035 Notes are registered at the close of business
on May 1, 2006.
Pursuant to a supplemental
indenture entered into between the Company and J.P. Morgan Trust Company,
National Association, Trustee under the indenture relating to the 2035 Notes,
subsequent upgrades to the Company's long-term senior, unsecured debt credit
ratings may result in a decrease in the interest rate of the 2035 Notes,
but in no event will the interest rate payable on the 2035 Notes be adjusted
below 6.25%.
While the federal income
tax treatment of the interest rate adjustment is not clear, the Company intends
to take the position that any additional interest payable to holders of the
2035 Notes should be reported when received or accrued, depending on the holder's
regular method of tax accounting. Holders of 2035 Notes should be aware that
the Internal Revenue Service could assert a contrary position, potentially
giving rise to differences in the timing, amount and character of reportable
income in respect of the 2035 Notes. The supplement to the terms of the 2035 Notes
also may result in a deemed exchange of the 2035 Notes for "new" notes for
federal income tax purposes, in which case the Company expects that the
exchange would constitute a recapitalization that generally is tax-free to
holders of the 2035 Notes. In the event of such a deemed exchange, the 2035 Notes
might be treated for federal income tax purposes as having original issue
discount, which could affect the timing of the reporting of income by holders
who purchased the 2035 Notes at less than the original issue price.
Circular 230:
Any discussion of federal
income tax issues in this notice should be construed as provided in connection
with the promotion and marketing of the matters described herein. Such
discussion is not intended to be used,
and cannot be used, by a holder of 2035 Notes or any other person for the
purpose of avoiding federal income tax penalties. Holders of 2035 Notes and
other persons should seek tax advice based upon their particular circumstances
from independent tax advisors.
BOSTON SCIENTIFIC CORPORATION
By:
/s/ Milan Kofol
Name:
Milan Kofol
Title:
Vice President, Treasurer and
Investor Relations

text: Guidant Corporation


text:
EX-99.1
4
f8k123118ex99-1_carbon.htm
PRESS RELEASE DATED JANUARY 7, 2019
Exhibit 99.1
Carbon Energy Corporation
Acquisition of Membership Units
and
Natural Gas Producing Properties and
Midstream Assets
of
Carbon Appalachian Company, LLC.
Denver, Colorado January 7, 2019
Carbon Energy Corporation (OTCQB:CRBO)
On December 31, 2018, Carbon Energy Corporation
("Carbon"), completed the acquisition of membership units representing 73.50% of Carbon Appalachian Company, LLC. Pursuant
to the closing of the acquisition, Carbon now owns 100% of the membership units of Carbon Appalachian Company, LLC and therefore
owns and controls 100% of the producing properties, natural gas gathering pipelines and related facilities of Carbon Appalachian
Company, LLC and its subsidiaries. The purchase price for the membership units was approximately $58,000,000 subject to normal
and customary pre and post-closing adjustments. Financing for the transaction was provided by the utilization of funds under a
$500 million amended and restated senior secured credit facility with an initial borrowing base of $75,000,000, a term loan in
the amount of $15,000,000 provided under the credit facility and a promissory note issued to the seller of approximately $25,000,000.
Prior to the acquisition, the assets were
managed by Carbon on behalf of Carbon Appalachian Company, LLC and were integrated into Carbon's Southern Appalachian Basin
operations and midstream infrastructure.
Following the close of the transaction, Carbon's
Appalachian assets will be comprised of approximately 62,700 mcfe of net daily production, approximately 4,720 miles of natural
gas pipelines and approximately 1,650,000 net acres of leasehold.
In addition to its Appalachian asset base,
Carbon through its affiliate Carbon California Company, LLC owns and operates oil and natural gas producing properties and related
facilities in the Ventura Basin of California comprised of approximately 1,745 barrels of net daily oil and liquids equivalent
production.
A description of the financing and acquisition transaction is
available on the Company's Current Report filed January 7, 2019 on Form 8-K.
Forward-Looking Statements
Certain statements, including those regarding
the estimates of oil and gas reserves and production, contained in this communication regarding matters that are not historical
facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995).
These include statements regarding management's
intentions, plans, beliefs, expectations or forecasts for the future. Such forward-looking statements are based on the current
expectations of Carbon and involve risks and uncertainties; consequently, actual results may differ materially from those expressed
or implied in the statements. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking
statements are discussed throughout the Company's periodic filings with the U.S. Securities and Exchange Commission available
at www.sec.gov. Any forward looking statements speak only as at the date of this document. Except as required by applicable law,
Carbon undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information,
future events or otherwise.
Carbon Energy Corporation is an independent
oil and gas exploration and production company which owns, operates and develops oil and gas properties in the Appalachian, Illinois
and Ventura Basin areas of the United States.
Contact:
Kevin D. Struzeski
Chief Financial Officer
1700 Broadway
Suite 1170
Denver, Colorado 80290
720 407 7030
1700
Broadway, Suite 1170, Denver, Colorado 80290
Telephone
720 407 7030 Facsimile 720 407 7031
2480
Fortune Drive, Suite 300, Lexington, Kentucky 40509
Telephone
859 299 0771 Facsimile 859 299 0772
270
Quail Court, Suite B, Santa Paula, California 93060
Telephone
805 933 1901

text: Carbon Energy Corporation

text: Carbon Appalachian Company, LLC

text: Carbon Energy Corporation

text: Carbon Energy Corporation

text: Carbon

text: Carbon Appalachian Company, LLC

text: Carbon

text: Carbon Appalachian Company, LLC

text:
Carbon Appalachian
Company, LLC

text: Carbon

text: Carbon Appalachian Company, LLC

text: Carbon

text: Carbon

text: Carbon

text: Carbon

text: Carbon

text: Carbon

text: Carbon Energy Corporation

text: Kevin D. Struzeski


text:
EX-99.1
2
a4843801ex991.txt
PREMIERE GLOBAL SERVICES, INC. EXHIBIT 99.1
Exhibit 99.1
Premiere Global Services Completes Acquisition of Citizens Conferencing and
Raises Financial Outlook; Company Repurchases Additional 635,000 Shares
ATLANTA--(BUSINESS WIRE)--March 15, 2005--Premiere Global Services, Inc.
(NYSE: PGI), a global outsource provider of business communications services and
business process solutions, today announced it has completed the acquisition of
the conferencing services division of Citizens Communications Company (NYSE:
CZN). Total consideration for the purchase was $41 million, net of working
capital acquired, and was funded with the Company's bank credit facility.
The Company anticipates the acquisition will be accretive to revenues and
earnings and has raised its 2005 financial outlook. The Company now anticipates
revenues for the year will be in the range of $500 to $520 million and diluted
EPS will be in the range of $0.69 to $0.72, not including the impact of the new
accounting standard requiring the expensing of stock options that becomes
effective July 1, 2005. The Company is currently assessing the effect of this
new accounting standard and anticipates it will negatively impact diluted EPS by
$0.03 or less in 2005.
In other news, the Company announced it has repurchased 635,000 shares of
its common stock in the open market during the current quarter, at a total cost
of approximately $6.5 million. The Company has approximately 3.8 million shares
remaining authorized under its current Board-approved share repurchase plan.
About Premiere Global Services, Inc.
Premiere Global Services, Inc. (formerly Ptek Holdings, Inc.) provides
business communications services and business process solutions that enable
enterprise customers to automate and simplify components of their critical
business processes and to communicate more effectively with their constituents.
We offer data management and delivery solutions and conferencing and
collaboration services on an outsource-basis, hosted on our global proprietary
platforms. Customers apply our communication technologies-based solutions to a
number of business processes, such as receivables collections, continuing
education, alerts and notifications, investor calls, statement and invoice
delivery, international collaboration, document automation, and others, in order
to increase efficiency, to improve productivity and to raise customer
satisfaction levels.
With 2,230 employees in 19 countries around the world, Premiere Global
Services(SM) has an established customer base of greater than 45,000 corporate
accounts, including a majority of the Fortune 500. Our corporate headquarters is
located at 3399 Peachtree Road NE, Suite 700, Atlanta, GA 30326. Additional
information can be found at www.premiereglobal.com.
Statements made in this press release, other than those concerning
historical information, should be considered forward-looking and subject to
various risks and uncertainties. Such forward-looking statements are made
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 and are made based on management's current expectations or
beliefs as well as assumptions made by, and information currently available to,
management. A variety of factors could cause actual results to differ materially
from those anticipated in Premiere Global Services' forward-looking statements,
including, but not limited to, the following factors: competitive pressures,
including pricing pressures; technological change; the development of
alternatives to our services; market acceptance of our new services and
enhancements; integration of acquired companies; service interruptions;
increased financial leverage; our dependence on our subsidiaries for cash flow;
possible adverse results of pending or future litigation or infringement claims;
legislative or regulatory changes; general domestic and international economic,
business or political conditions; and other factors described from time to time
in our press releases, reports and other filings with the SEC, including but not
limited the "Risk Factors Affecting Future Performance" section of our Annual
Report on Form 10-K for the year ended December 31, 2004. All forward-looking
statements attributable to us or a person acting on our behalf are expressly
qualified in their entirety by this cautionary statement.
CONTACT: Premiere Global Services, Atlanta
Investor Calls
Sean O'Brien, 404-262-8462

text: PREMIERE GLOBAL SERVICES, INC.

text: Premiere Global Services

text: Premiere Global Services, Inc.

text: Citizens Communications Company

text: Premiere Global Services, Inc.

text: Premiere Global Services, Inc.

text:
Premiere Global
Services

text: Premiere Global Services

text: Premiere Global Services


text:
EX-99.18
17
a07-21944_1ex99d18.htm
EX-99.18
Exhibit
99.18
To
BLUE SKYE (LUX) S.À R.L.
26, rue Philippe II,
L-2340, Luxembourg
Attention: Lorenzo Patrassi
Telefax: +352 2673 8432;
with copy to:
Ashurst
Via Sant'Orsola no. 3
20123 - Milan
(Italy)
Attention: Mark Sperotto
Telefax: + 39 02 854231
Simpsonville (SC), 9 August 2007
Dear Sirs,
Further to our recent
understandings, we hereby propose to enter into this side agreement in
connection with the sale and purchase of the entire corporate capital of
Arcotronics Italia S.p.A.
with you on the
terms and conditions set forth in the proposal attached.
«
SIDE
AGREEMENT
This Side Agreement
(hereinafter referred to as the
"Agreement")
is
entered into this 10th
day of
August
2007
by
and between
BLUE SKYE (LUX) S.À R.L.,
a company duly incorporated under the laws
of Luxembourg, registration
number at the
Companies' Register of Luxembourg (
Registre
de Commerce et des Sociétés
)
no.
B 111 951, whose registered office is
at 26, rue Philippe II, L-2340, Luxembourg, acting by its
manager,
Mr. Lorenzo Patrassi, duly empowered by virtue of board of directors'
resolution dated 9
August 2007 (hereinafter
referred to as the
"Seller")
;
and
KEMET Electronics Corporation,
a company duly incorporated under the laws of
Delaware,
whose registered office is at 2835 Kemet Way, Simpsonville,
South Carolina 29681, USA, acting by its Chief Executive Officer, Mr. Per
Loof, duly empowered by virtue of board of directors' resolution
dated 9 August 2007 (hereinafter referred to as
the
"Buyer")
;
(the Seller and the Buyer
are hereinafter, collectively, referred to as the
"Parties"
and each a
"
Party").
RECITALS
(A)
on the date
hereof the Seller and the Buyer executed a sale and purchase agreement and
the related documents (hereinafter, the
"Sale and Purchase Agreement"
) providing
for, among others, the sale to the
Buyer of no. 45,906,700 ordinary shares representing the
entire issued
and outstanding stock capital of Arcotronics Italia S.p.A. (the
"Company"
), a
joint stock company
(societa per
azioni
)
existing and
incorporated under the laws of Italy,
whose registered office is at Via
S. Lorenzo no. 19, in Sasso Marconi (Bologna - Italy), tax
code and registration number at the Companies'
Register of Bologna: 03762091001 (the
transaction indicated in this
Recital A hereinafter, the
"Transaction")
;
(B)
words
and expressions defined in the Sale and Purchase Agreement shall bear the same
meaning when used in this Agreement unless
otherwise defined herein;
NOW
THEREFORE,
in consideration of the premises herein contained,
the Parties, intending to be legally bound, hereby agree and covenant as
follows:
1. For the purposes of this Agreement the following
definitions shall have the meaning set forth
herein below:
"Pegaso":
shall mean Pegaso Finance S.à r.l., a company
incorporated under the laws of Luxembourg, having its registered office in
19/21, Boulevard du Prince Henri, L-
1724,
Luxembourg, registration at the Luxembourg Companies' Register (Registre de Commerce et des
Sociétés
) no.
B 119 008
;
"Pegaso
Loans":
shall mean the loans granted by Pegaso to the
Company
in accordance with Sections 3 and 4
of the
Convenzione
Bancaria
;
"Pegaso
Mortgage":
shall mean, collectively, the mortgages granted over
the
Mortgaged Properties in order to secure
the payment of the Pegaso Loans in
accordance with Section 4.2.9 of the
Convenzione Bancaria
;
"Pegaso
Pledge":
shall mean, collectively, the pledges granted in
order to
secure the payment of the Pegaso
Loans in accordance with Sections
3.2.5 and 4.2.9 of the Convenzione
Bancaria.
2.
The
definition of "COC Guarantees" in the Sale and Purchase Agreement shall be read
as
expressly excluding the Pegaso Mortgage
and the Pegaso Pledge.
3.
The
definition of "COC Loans" in the Sale and Purchase Agreement shall be read as
expressly excluding the Pegaso Loans.
4.
The
representation and/or warranty given by the Seller under Sections 2.1 and 5.1,
paragraph (d), of the Sale and Purchase Agreement
that the Shares, on the Closing Date, are
free of any Encumbrances shall be read as meaning that it is given with express
exclusion of the Pegaso Pledge, that
will continue to be existing over the Shares as at and after the Closing Date.
5.
The
representation given by the Seller under Section 5.1 (d) of the Share Purchase
Agreement that the Buyer, on the Closing Date, will
obtain full legal title and beneficial ownership
of the Shares free and clear of any Encumbrances shall be read as meaning that it is given with express exclusion of the
Pegaso Pledge.
6.
The
representation given by the Seller under Section 5.1, paragraph (f) of the Sale
and
Purchase Agreement that the shares or
quotas, as the case may be, representing the
2
corporate capital of each
Subsidiary, on the Closing Date, are free of any Encumbrances
shall be read as meaning that it is given with
express exclusion of the Pegaso Pledge, that
will continue to be
existing over such shares/quotas as at and after the Closing Date.
7.
The
representation given by the Seller under Section 5.1, paragraph (h), of the Sale
and
Purchase Agreement that, save as
provided for in the
Convenzione Bancaria,
neither
the execution by the Seller of the
Contractual Documents nor the consummation of the transactions contemplated therein will cause or
give rise to the creation or imposition of any Encumbrance on the Shares and/or any shares or quotas, as
applicable, of any Subsidiary, shall
be read as meaning that it is given with express exclusion of the Pegaso Pledge.
8.
The
representation given by the Seller under Section 5.1, paragraph (o), of the
Sale and
Purchase Agreement that the Group
has good title to all the Properties shall be read as meaning that it is given with express exclusion of
the Pegaso Mortgage, that will be existing
over the Properties as at and after the Closing Date.
9.
The
action referred to in Section 4.2, paragraph (k), of the Sale and Purchase
Agreement,
setting forth the obligation of
the Parties to procure the delivery of the Waiver Letter by the lending banks under the COC Loans shall be read
as meaning that, without prejudice to
the undertakings of the Parties referred to in Section 2.7, paragraphs (a) and
(c), of
the Sale and Purchase Agreement, the obligation under Section
4.2, paragraph (k) of the
Sale and Purchase
Agreement shall be considered satisfied (even for the purposes of Section 4.4
of the Sale and Purchase Agreement) if the Parties obtain a Waiver Letter from each of the lending banks in favour of which
any mortgages (lpoteche) have
been granted in accordance with the Convenzione Bancaria.
10.
The Parties
expressly agree and covenant that this Agreement, save for what otherwise
expressly provided herein, shall in no case or
event be construed as superseding,
amending, terminating, or
constituting a novation of, the Sale and Purchase Agreement
and of the rights and obligations of the Parties
thereto.
11.
The
provisions of Sections 10.1
(Confidentiality),
10.2, point (ii)
(Changes in
Writing),
10.3
(Assignment Prohibited),
10.4
(Notices),
10.5
(Domicile),
10.6
(Language)
and 11
(Law
- Jurisdiction)
of the Sale and
Purchase Agreement shall apply,
mutatis
mutandis,
to this
Agreement.
»
Should the proposal
reflect the spirit and the substance of our negotiations and understanding, we
ask you to return a copy to us, duly signed as a
sign of your unconditional and full acceptance of all the terms and provisions of the attached side
agreement.
Yours faithfully,
KEMET
Electronics Corporation
Per Loof - Chief
Executive Officer
3

text: BLUE SKYE (LUX) S.À R.L.

text: Lorenzo Patrassi

text: Arcotronics Italia S.p.A.

text: BLUE SKYE (LUX) S.À R.L.

text: Lorenzo Patrassi

text: KEMET Electronics Corporation

text:
Per
Loof

text: Arcotronics Italia S.p.A.

text:
KEMET
Electronics Corporation

text: Per Loof


text:
EX-99
7
super8k-exh99_1.htm
EXHIBIT 99.1
EXHIBIT 99.1
Anavex Life Sciences Corp.
Ticker Symbol: AVXL
British Columbia, Canada
January 31, 2007
Anavex Life Sciences Corp. acquires a portfolio of Patents and appoints Dr. Alexandre Vamvakides as CSO and Director
Anavex Life Sciences Corp. (OTC BB:AVXL) (the "Company") announces that it has acquired a portfolio of three patents and one patent application covering drug candidates indented to be further developed through commercialization targeting the areas of neurological diseases and cancer. The patents were assigned by Dr. Alexandre Vamvakides, of Paris, France, who has been appointed as Chief Scientific Officer and member of the Board of Directors.
Under the terms of the acquisition, Anavex is to pay for the development of the compounds by expending not less than $200,000 US per annum. Dr. Vamvakides will lead the development project and will receive 6% royalties on the total net income resulting from successful exploitation of the assigned patents. The Company endeavors to further develop the appropriate compounds utilizing various research facilities worldwide.
Prior to joining Anavex Life Sciences, Dr. Vamvakides has spent 30 years in research focusing on the therapeutic/pharmacological areas of nootropes, anti-neurodegenerative (anti-Alzheimer), antiepileptic, antidepressive, and prototype molecules. During his career, Dr. Vamvakides has been published over 80 times in highly respected Medical/Scientific journals. In the past 30 years, Dr. Vamvakides has pioneered his expertise at the Institut National de la Sante et de la Recherche Medicale (INSERM) in Paris France, at the University of Athens (Greece) as well as at Chropi Pharmaceuticals (Piraeus, Greece), Ciba-Geigy (Basel, Switzerland) and Sanofi (Montpellier, France) for the development of new concepts in the aforementioned therapeutic/pharmacological areas.
Dr. Vamvakides holds a M.Sc. in Chemistry from Bordeaux University, France, a M.Sc. in Pharmacology, a M.Sc. in Biochemistry and a Ph.D. in Molecular Pharmacology all from the University of Paris, Medical School.
"This acquisition demonstrates our vision to execute our strategic goal of increasing corporate value by delivering novel products in attractive therapeutic areas. We will now pursue opportunities to strengthen and enhance these products and extend our offering of innovation in these areas", said Dr. Kontzalis CEO of Anavex Life Sciences Corp.
"I am delighted to take on the scientific leadership of Anavex Life Sciences Corp.", said Dr. Vamvakides. The unique portfolio of pre-clinical development assets represents a valuable resource for therapeutic discovery and validation. We plan to drive our next generation therapeutic validation platform forward, enabling us to more confidently advance therapeutics into human trials".
Legal Notice regarding Forward Looking Statements
This press release contains statements, which may constitute "forward-looking statements" regarding our intent, belief or current expectations. Forward-looking statements in this release include statements: that the patent compounds we acquired are intended to be further developed; that we will expend not less than $200,000 US per year in developing the compounds; that we will further develop the compounds, and that we will advance therapeutics into human trials. Factors which may significantly change or prevent our forward looking statements from fruition include that; we may be unsuccessful in developing any products; that our technology may not be validated as we progress further; and that we may not be able to raise funds for development or working capital when we require it.
Contacts:
Anavex Life Sciences Corp.
Harvey Lalach
President
(250) 764-9701
Email: harvey@anavex.com

text: Anavex Life Sciences Corp.

text: Anavex Life Sciences Corp.

text: Alexandre Vamvakides

text: Anavex Life Sciences Corp.

text: Alexandre Vamvakides

text: Anavex

text: Anavex Life Sciences Corp.

text: Anavex Life Sciences Corp.

text: Anavex Life Sciences Corp.

text: Harvey Lalach


text:
EX-99
3
global626088kex99.htm
EXHIBIT 99.1--PRESS RELEASE
global626088kex99.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Global Med Technologies(R), Inc. Completes Acquisition of Inlog, SA, a Leading European Medical Software Firm
Thursday June 26, 11:58 am ET
Particular Interest in Inlog's Cellular Therapy Product Shown by U.S. Institutions
DENVER, June 26 /PRNewswire-FirstCall/ -- Global Med Technologies®, Inc. ("Global Med" or the "Company") (OTC Bulletin Board:
GLOB
-
News
), an international e-Health, medical information technology company, today announced the completed acquisition of Inlog, SA, and its German and related subsidiary ("Inlog"), a private European medical software firm, for a maximum of $11.5 million in a combination of cash, stock and earnout. The structure of this transaction is expected to be accretive, exclusive of financing costs, in the first full year of operations. Inlog's management is planning to stay with the Company.)
Inlog, based in Lyon, France, with additional operations in Grenoble, France, and Munich and Alzey, Germany, is a leading European provider of donor center and transfusion information management systems as well as laboratory information systems and other ancillary medical software systems. Inlog currently maintains 700 sites in 15 countries.
Inlog's shareholders must use $500,000 of the cash proceeds to purchase Global Med common stock in the open market within three months of the closing. Inlog's unaudited revenues for their fiscal year ended June 30, 2007 were approximately euro 7.0 million* or about $12.4 million at current exchange rates, with EBITDA of approximately euro 940,000* or approximately $1.45 million. Inlog's unaudited revenues for the nine months ended March 31, 2008 were approximately euro 6.6 million or about $10.2 million at current exchange rates, with EBITDA of approximately euro 780,000 or approximately $1.2 million. Global Med will utilize a combination of existing cash and debt to pay for the transaction.
Chairman and CEO of Global Med Technologies, Inc., Michael I. Ruxin, M.D., stated, "The acquisition of Inlog by Global Med is a transforming event in the history of our Company. As a leading provider of blood and laboratory software applications in 20 countries (in the U.S., Canada, Caribbean, European Union, Africa, French Polynesia, and New Caledonia) we are now poised to grow our Company in the global marketplace and react quickly to a rapidly changing international market." Dr. Ruxin continued, "The accretive nature of the transaction will also further strengthen Global Med's financial position and propel the Company to develop more next-generation medical software solutions." Dr. Ruxin further stated, "With the combination of Global Med and Inlog, we know of no other company, domestic or international, that brings the breadth and depth of blood-related software applications to the world market. Our new international suite of software products contains eleven applications that will permit us to grow our global presence".
Interest has been generated on both sides of the Atlantic for products from Inlog and Global Med's U.S.-based division, Wyndgate Technologies. Particular notice has been shown by U.S. institutions for Inlog's EdgeCell software, a Cellular Therapy application for tissue banks, stem cell centers and cord blood centers. EdgeCell has received the European designation, NF/ISO 25051/12119 certification, assuring the highest level of quality regarding the design, the testing and validation of the software, the documentation quality and the quality of support and maintenance.
Inlog's product line also includes EdgeBlood** (also known as CTS Serveur, for the donor center marketplace), EdgeTrack** (for the hospital transfusion marketplace), EdgeLab (Laboratory Information System "LIS"), and SAPA (supports regulatory compliance and document management). Inlog is ISO 9001:2000 certified and these products have also received the NF/ISO 25051/12119 certification.
Inlog has a substantial blood center and transfusion market share in France, Germany, Austria, Belgium and Switzerland and installations in Greece and Monaco. In Africa, Inlog supplies its blood center and transfusion systems to the National Blood Services of Gabon, Burkina Faso and Senegal, as well as having installations in Algeria, the Ivory Coast and Rwanda. Inlog's EdgeLab, with 130 laboratory sites in France, is gaining market share in Germany, Spain, Belgium, the Middle East and Asia. There are no current plans to bring EdgeLab into the U.S.
Thomas F. Marcinek, the Company's President and COO, stated, "We are excited to have Inlog join the Global Med group of companies. As Inlog has significantly grown their market share, this acquisition doubles our customer base. Inlog's experience in handling international implementations and their cutting edge software solutions complement our current offerings and expand Global Med's market presence. Furthermore, EdgeCell, Inlog's successful cellular therapy software, will fulfill an immediate need for our customers in the U.S. market." Mr. Marcinek added, "We have respect and admiration for the Inlog management and staff and their attention to customer service. The synergistic value of bringing two strong organizations together will result in innovative solutions and continued dynamic growth".
Renaud Blanc-Bernard of Inlog commented, "On behalf of Inlog, we are all very pleased to join forces with Global Med. Becoming an international group of almost 200 people, present in 20 countries and maintaining 1,400 transfusion centers, blood banks and laboratories, we're developing our human, commercial and technical strengths while providing the capacity to handle large national implementations anywhere in the world." Mr. Blanc-Bernard further stated, "With the synergies between our two companies, we have now more than doubled the development capabilities of Global Med and are already seeing increased interest in our collective systems in the international marketplace. Our inaugural joint marketing efforts at the ISBT international conference in Macao, China were well received. We were also quite pleased at the interest shown in our products during a recent conference in the United States and we recognize the strategic advantages in providing an enhanced product line to customers".
About Global Med Technologies, Inc.
Global Med Technologies®, Inc. is an international e-Health medical information technology company providing information management software products and services to the healthcare industry. Its Wyndgate Technologies® division is a leading supplier of information management systems to U.S. and international blood centers and hospital transfusion centers. Each year, Wyndgate's products and services manage more than eight million blood components, representing over 27% of the U.S. blood supply. Wyndgate's products are also being used in Canada, Africa, and the Caribbean. Wyndgate's software provides Vein-to-Vein® tracking from donor collection to patient transfusion through its Donor Doc(TM) interactive donor health history questionnaire, ElDorado Donor(TM) and SafeTrace® donor management systems, to its SafeTrace Tx® advanced transfusion management system. Global Med's PeopleMed®, Inc. subsidiary provides custom software validation, consulting and compliance solutions to hospitals and blood centers. PeopleMed's in-depth knowledge of Wyndgate's products and the blood banking industry results in cost-effective validation services, which leads to more efficient software implementations and upgrades for our customers.
For more information about Global Med's products and services, please call 800-WYNDGATE or visit
http://www.globalmedtech.com
,
http://www.peoplemed.com
and
http://www.wyndgate.com
.
This news release may include statements that constitute forward-looking statements, usually containing the words "believe", "estimate", "project", "expects" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this news release.
*The information provided herein represents unaudited non-GAAP information at current exchange rates and may be subject to change. In addition, certain discontinued operations and non-recurring expenses have been eliminated. The Company believes the preparation of this non-GAAP information may be helpful to investors in determining what the current year's and future year's results may or would look like for Inlog.
**FDA 510(k) clearance required prior to sales in the U.S.
2

text: Global Med Technologies(R), Inc.

text: Inlog, SA

text: Inlog

text: Global Med Technologies®, Inc.

text: Global Med

text: Inlog, SA,

text: Inlog

text: Inlog

text: Inlog

text: Inlog

text: Inlog

text: Global Med

text: Inlog

text: Inlog

text: Global Med

text: Inlog

text: Global Med

text: Global Med

text: Global Med

text: Inlog

text: Inlog

text: Global Med

text: Inlog

text: Inlog

text: Inlog

text: Inlog

text: Inlog

text: Inlog

text: Inlog

text: Global Med

text: Inlog

text: Inlog

text: Global Med

text: Inlog

text: Inlog

text: Inlog

text: Inlog

text: Global Med

text: Global Med

label: event

text: ISBT international conference

text: Global Med Technologies®, Inc.

text: Global Med

text: Global Med

text: Inlog


text:
EX-99.1
2
littelfusecompletesacquisia.htm
EX-99.1
Document
NEWS RELEASE
Littelfuse Inc.
8755 West Higgins Road, Suite 500
Chicago, Illinois 60631
p: (773) 628-1000 f: (773) 628-0802
www.littelfuse.com
LITTELFUSE COMPLETES ACQUISITION OF CARLING TECHNOLOGIES
CHICAGO, IL - November 30, 2021 - Littelfuse, Inc. (NASDAQ: LFUS), an industrial technology manufacturing company empowering a sustainable, connected, and safer world, today announced the completion of its acquisition of Carling Technologies, Inc. ("Carling"). Carling has a leading position in switching and circuit protection technologies with a strong global presence in commercial transportation, communications infrastructure and marine markets.
"The combination of our companies significantly expands our technologies and capabilities, enabling critical scale", said Dave Lesperance, Vice President and General Manager, Littelfuse Commercial Vehicle Business. "The addition of Carling more than doubles the size of our commercial vehicle business, and our complementary customers, channels, and products will accelerate our growth in strategic markets. It is a pleasure to welcome the Carling employees to the Littelfuse team, and we look forward to their contributions, as we continue to execute on our long-term growth strategy".
Carling has annualized sales of approximately $170 million and will be reported within the Littelfuse commercial vehicle business incorporated into the company's Automotive reporting segment.
A related slide presentation is available in the Investor Relations, News & Events, Presentations section of the company's website at Littelfuse.com.
Updated Fourth Quarter of 2021 Guidance*
With the completion of the Carling acquisition, the company now expects fourth quarter net sales in the range of $518 to $532 million and adjusted diluted EPS in the range of $2.82 to $2.98.
*Littelfuse provides guidance on a non-GAAP (adjusted) basis. GAAP items excluded from guidance may include the after-tax impact of items including acquisition and integration costs, restructuring, impairment and other charges, certain purchase accounting adjustments, non-operating foreign exchange adjustments and significant and unusual items. These items are uncertain, depend on various factors, and could be material to results computed in accordance with GAAP. Littelfuse is not able to forecast the excluded items in order to provide the most directly comparable GAAP financial measure without unreasonable efforts.
- more -
About Littelfuse
Littelfuse (NASDAQ: LFUS) is an industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 15 countries, and with 12,000 global associates, we partner with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, our products are found in a variety of industrial, transportation and electronics end markets - everywhere, every day. Learn more at littelfuse.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
The statements in this press release that are not historical facts are intended to constitute "forward-looking statements" entitled to the safe-harbor provisions of the Private Securities Litigation Reform Act. These statements may involve risks and uncertainties, including, but not limited to, risks and uncertainties relating to general economic conditions; the severity and duration of the COVID-19 pandemic and the measures taken in response thereto and the effects of those items on the company's business; product demand and market acceptance; the impact of competitive products and pricing; product quality problems or product recalls; capacity and supply difficulties or constraints; coal mining exposures reserves; cybersecurity matters; failure of an indemnification for environmental liability; exchange rate fluctuations; commodity and other raw material price fluctuations; the effect of Littelfuse, Inc.'s ("Littelfuse" or the "Company") accounting policies; labor disputes; restructuring costs in excess of expectations; pension plan asset returns less than assumed; integration of acquisitions; uncertainties related to political or regulatory changes; and other risks which may be detailed in the company's Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated or implied in the forward-looking statements. This release should be read in conjunction with information provided in the financial statements appearing in the company's Annual Report on Form 10-K for the year ended December 26, 2020. Further discussion of the risk factors of the company can be found under the caption "Risk Factors" in the company's Annual Report on Form 10-K for the year ended December 26, 2020, and in other filings and submissions with the SEC, each of which are available free of charge on the company's investor relations website at investor.littelfuse.com and on the SEC's website at www.sec.gov. These forward-looking statements are made as of the date hereof. The company does not undertake any obligation to update, amend or clarify these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the availability of new information.
- more -
Littelfuse, Inc.Investor Contact: Trisha TuntlandHead of Investor Relations (773) 628-2163
Media Contact:
Steve Schrier
Head of Corporate Communications
(773) 628-2112
media@littelfuse.com
LFUS-A
# # #

text: LITTELFUSE

text: CARLING TECHNOLOGIES

text: Littelfuse, Inc.

text: Carling Technologies, Inc.

text: Dave Lesperance

text: Littelfuse

text: Littelfuse

text: Littelfuse

text: Littelfuse

text: Littelfuse

text: Littelfuse

text: Littelfuse

text: Littelfuse, Inc.

text: Littelfuse

text: Littelfuse


text:
EX-99.1
2
ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
INVESTOR CONTACT:
MEDIA CONTACT:
Ken Gosnell
Thomas Hushen
(856) 342-6081
(856) 342-5227
Ken_Gosnell@campbells.com
Thomas_Hushen@campbells.com
CAMPBELL
COMPLETES SALE OF ARNOTT'S
AND CERTAIN OF CAMPBELL'S
INTERNATIONAL OPERATIONS TO KKR FOR APPROXIMATELY $2.2 BILLION
Total Net Proceeds of Approximately $3 Billion
from Divestitures of Campbell International and Campbell Fresh
CAMDEN, N.J., Dec. 23, 2019-Campbell Soup Company (NYSE:
CPB)
announced today that it has completed the sale of Arnott's and certain of Campbell's International operations
to
KKR (NYSE: KKR)
for approximately $2.2 billion in cash, subject to customary adjustments. With this transaction, Campbell
has now completed the sale of its entire Campbell International division, including Kelsen Group, for an aggregate price of approximately
$2.5 billion.
Acquired by Campbell in 1997, Arnott's regional headquarters
are based in Sydney with operations in Western Sydney, Brisbane, Adelaide and Bekasi, Indonesia. Campbell's International
operations include Campbell's simple meals businesses in Australia, Malaysia, Hong Kong and Japan, and manufacturing in Australia
and Malaysia.
Under the terms of the agreement, Campbell and KKR have entered
into a long-term licensing arrangement for the exclusive rights to use certain Campbell brands, including
Campbell's, Swanson,
V8, Prego, Chunky
and
Campbell's
Real Stock, in Australia, New Zealand, Malaysia and other select markets in Asia, Europe,
the Middle East and Africa.
This concludes the divestiture process that Campbell announced
in August 2018. In total, the company divested the Campbell International and Campbell Fresh divisions and also sold its European
Chips business. Campbell is now focused on its two core North American businesses: Snacks and Meals & Beverages. Campbell has
used and will continue to use the aggregate net proceeds of approximately $3 billion from the divestitures to reduce debt.
About Campbell Soup Company
Campbell (NYSE:CPB) is driven and inspired by our Purpose, "Real
food that matters for life's moments." For generations, people have trusted Campbell to provide authentic, flavorful and affordable
snacks, soups and simple meals, and beverages. Founded in 1869, Campbell has a heritage of giving back and acting as a good steward
of the planet's natural resources. The company is a member of the Standard and Poor's 500 and the FTSE4Good Index. For more information,
visit www.campbellsoupcompany.com or follow company news on Twitter via @CampbellSoupCo.
About KKR
KKR is a leading global investment firm that manages multiple
alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic partners that
manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined
investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests
its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities
through its capital markets business. References to KKR's investments may include the activities of its sponsored funds.
For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR's website at www.kkr.com and on Twitter
@KKR_Co.
2
Forward-Looking Statements
This release contains "forward-looking statements"
that reflect Campbell's current expectations about the impact of its future plans and performance on Campbell's business
or financial results. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate and
which are subject to risks and uncertainties. The factors that could cause Campbell's actual results to vary materially from
those anticipated or expressed in any forward-looking statement are described in Campbell's most recent Form 10-K and subsequent
Securities and Exchange Commission filings, and include the ability to complete and to realize the projected benefits of planned
divestitures and other business portfolio changes; and Campbell's indebtedness and ability to pay such indebtedness. Campbell
disclaims any obligation or intent to update the forward-looking statements to reflect events or circumstances after the date of
this release.
#
3

text: CAMPBELL

text: ARNOTT'S

text: CAMPBELL

label: fund

text: KKR

override: fund

review_confirmation: Agent row audit 1260-2519

text: Campbell

text: Campbell

text: Campbell Soup Company

text: Arnott's

text: Campbell

text: KKR

text: KKR

text: Campbell

text: Campbell

text: Campbell

text: Arnott's

text: Campbell

text: Campbell

text: Campbell

text: KKR

text: Campbell

text: Campbell

text: Campbell

text: Campbell

text: Campbell

text: Campbell

text: Campbell

text: Campbell

text: Campbell Soup Company

text: Campbell

text: Campbell

text: Campbell

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: Campbell

text: Campbell

text: Campbell

text: Campbell

text: Campbell

text: Campbell


text:
EX-99
3
k8ex992apr06.htm
EXHIBIT 99.2 - APRIL 27, 200 PRESS RELEASE
Press Release
EXHIBIT 99.2 Press Release Dated April 27,
2006
Buckeye Ventures, Inc. (formerly World Wide Motion Pictures Corporation)
Announces New Trading Symbol
LOS ANGELES--(BUSINESS WIRE)--April 27, 2006--Buckeye Ventures, Inc., formerly World Wide Motion Pictures Corporation (OTCBB:WWMO), announced today that the NQB (the National Quotations Bureau) has assigned the Company a new trading symbol (OTCBB:BEYV), effective at the start of business on April 27, 2006.
The name change to Buckeye Ventures, Inc. and the resulting change in ticker symbol to BEYV is a result of a Share Exchange Agreement between World Wide Motion Pictures Corp. and Buckeye Ventures, Inc. and reflects the nature of BEYV's business operations following the transaction. In connection with the Share Exchange, World Wide Motion Pictures Corporation became a wholly-owned subsidiary of Buckeye Ventures, Inc.
Holders of stock certificates bearing the name "World Wide Motion Pictures Corporation" may continue to hold them and will not be required to exchange them for new certificates or take any other action.
Said BEYV CEO Alan Mintz, "The name change and new symbol are two more steps in moving BEYV along its new business path of strategic acquisitions in the HVAC and plumbing home services industries".
BEYV was formed for the purpose of acquiring and operating businesses in the HVAC (heating, ventilation and air conditioning) and Plumbing home services industries, with the objective of creating a national brand for the consumer in a space where there is no established recognizable national name. BEYV has committed to an acquisition schedule and has already begun acquiring residential service companies, with plans to become a leader in the HVAC and plumbing sectors by providing many small and mid-sized local and regional operators with the opportunity to become part of a growing national conglomerate that is a publicly held company.
Any forward-looking statements contained in this release reflecting management's best judgment based on factors currently known involve risks and uncertainties. Actual results could differ materially from those anticipated in the forward-looking statements included herein as a result of a number of factors including but not limited to Buckeye's ability to enter into various financing programs, roll-up business acquisitions and competition from other companies.
Contacts:
Buckeye Ventures, Inc.
Larry Weinstein, 949-230-9229
World Wide Motion Pictures Corporation
Jeffrey Caruana, 714-960-7264

text: World Wide Motion Pictures Corporation

text: World Wide Motion Pictures Corporation

text: BEYV

text: BEYV

text: BEYV

text: World Wide Motion Pictures Corporation

text: World Wide Motion Pictures Corporation

text: BEYV

text: BEYV

text: BEYV

text: BEYV

text: World Wide Motion Pictures Corporation


text:
EX-99.1
3
f8k112213ex99i_stratex.htm
STRATEX OIL & GAS HOLDINGS, INC., PRESS RELEASE, ISSUED DECEMBER 3, 2013
f8k112213ex99i_stratex.htm
Exhibit 99.1
STRATEX OIL & GAS HOLDINGS, INC. ACQUIRES WORKING INTERESTS IN JEFFREY LEASE LOCATED IN CALLAHAN COUNTY, TEXAS
Watertown, CT- Stratex OIl & Gas Holdings, Inc. (OTCQB-STTX) ("Stratex" or "the Company") announced today that it had acquired certain working interests in the Jeffrey Lease (the Lease"), located in Callahan County, TX. Stratex will conduct various drilling, workover and completion activity on the property. The Company will own a 64% working interest ("WI") and a 48.64% net revenue interest ("NRI") in what will initially encompass a 60 acre pooled tract. The seller will be entitled to a 12.5% back in WI (9.5% NRI), to be borne by all working interest owners. Stratex's after payout WI will be 56% (42.56% NRI).
All work to be done on the Lease will be of a fixed turnkey nature, wherein the Company will not be responsible for any cost overruns (if any), and would benefit from cost savings (if any). Stratex, as the majority WI owner, will initially have the right to participate in significant opertional decisions and observe all aspects of the initial work program. Total consideration to be paid by Stratex will include a cash payment of $308,800, plus the assignment to the seller of 150,000 shares of common stock. The purcahse was financed with existing cash on the Company's balance sheet.
The Lease currently includes 5 wellbores, of which 1 is active but currently shut in, 2 are former producers capable of conversion into injection/salt water disposal wells, and 2 are presently salt water disposal wells (one of which is capable of being converted back to producers status). The work program will be completed by yearend 2013. The 3 locations to be drilled by Stratex and other WI owners are all infill, within the productive limits of the EGN Field. The primary drilling objective of the 3 well infill program is the prolific King Sand, at a depth of approximately 1,500 feet. The consideration for the acquisition includes the entire cost of the work program. Upon completion of the work program, Stratex will have the right to assume the role of operator.
The Jeffrey Lease has produced continuously since the 1950s, and has cumed in excess of 200,000 barrels of oil to date. The Lease is a portion of the larger EGN Field, which has produced better than 2 million barrels of oil. All WI owners in the Lease have agreed to enter into a 16,000 acre Area of Mutual Interest ("AMI"), which is centered around the Jeffrey Lease.
Depending upon the results of the work program, this project and general geograhpic region could represent a new core focus area for Stratex. Stephen Funk, Chairman and CEO, stated, "Stratex is excited at the prospect of adding meaningful incremental production and proved reserves, due to this acquisition. There are also deeper pool opportunities along stacked pay reservoir systems for future potential exploitation. We will actively be seeking bolt-on properties in order to increase our footprint within this area. Stratex's management remain fully commited to increasing shareholder value".

text: STRATEX OIL & GAS HOLDINGS, INC.

text: STRATEX OIL & GAS HOLDINGS, INC.

text: JEFFREY LEASE

text: Stratex OIl & Gas Holdings, Inc.

text: Stratex

text: Jeffrey Lease

text: Stratex

text: Stratex

text: Stratex

text: Stratex

text: Stratex

text: Stratex

text: Jeffrey Lease

text: Jeffrey Lease

text: Stratex

text: Stephen Funk

text: Stratex

text: Stratex