text:
EX-99.1
4
a13-22833_8ex99d1.htm
EX-99.1
Exhibit 99.1
Company contact:
Kristina McMenamin
W. P. Carey Inc.
212-492-8995
kmcmenamin@wpcarey.com
Press contact:
Guy Lawrence
Ross & Lawrence
212-308-3333
gblawrence@rosslawpr.com
Carey Watermark Investors Acquires the Renaissance Chicago Downtown Hotel for $139 Million, Adding Top Market to Portfolio
Capital improvement program aims to increase market penetration
New York - December 23, 2013 - Carey Watermark Investors Incorporated (CWI), a non-traded real estate investment trust ("REIT") focused on investing in lodging and lodging-related properties, announced that it has acquired the Renaissance Chicago Downtown Hotel, a 553-room full-service hotel, located at 1 West Wacker Drive across from the Chicago River in downtown Chicago, for $139 million.
Key Facts
·
Strong market
: The hotel is an institutional quality asset located in Chicago, the third largest metropolitan area and lodging market in the United States; the financial, industrial, agricultural, transportation and tourism center of the Midwest; and home to McCormick Place, the largest convention center in the country.
·
Central riverfront location
: Located across from and overlooking the Chicago River in the heart of Chicago's Central Business District, the hotel is proximate to 129 million square feet of office space and leisure destinations such as Millennium Park, Navy Pier, the Magnificent Mile and River North entertainment district.
·
Attractive purchase price:
Includes $139 million purchase price in addition to $27 million of renovations and other acquisition-related costs. The acquisition was financed with $90 million of debt.
·
Strong brand affiliation:
The property will continue to be managed by Marriott International under a long-term management agreement, which allows the property to benefit from Marriott's wide distribution network, strong reservation system and renowned Marriott Rewards program.
·
Property and amenities
:
o 553 rooms and 27 stories
o 533,323 square feet, including 35,000 square feet of premier meeting space and 7,800 square feet of retail space
o Constructed in 1991 with renovations in 2005, 2012 and 2013
o 1.2 acres subject to long-term ground lease though June 2087
o Indoor pool and whirlpool, full service spa, fitness and business centers
o Three food and beverage outlets: Great Street Restaurant (three-meal restaurant), Bar Novo and Aroma Café
Quote
Michael Medzigian, Chief Executive Officer of CWI: "We view the acquisition of the Renaissance Chicago Downtown as a rare opportunity to invest in a premium-branded, institutional quality hotel, with an A+ location in one of the largest and strongest markets in the United States. Given an attractive purchase price, the growing Chicago market, and what we anticipate will be the positive impact of our planned capital improvements over the next two years, we believe that the investment will generate solid risk-adjusted returns for our investors".
Carey Watermark Investors
Carey Watermark Investors Incorporated (CWI) is a publicly registered real estate investment trust (REIT) that was formed to make investments primarily in the lodging and lodging-related sectors. Affiliates of W. P. Carey Inc. and Watermark Capital Partners advise CWI and manage its overall portfolio.
www.careywatermark.com
Marriott International
Marriott International, Inc
. (NASDAQ: MAR) is a leading lodging company based in Bethesda, Maryland, USA, with nearly 3,900 properties in 72 countries and territories and reported revenues of nearly $12 billion in fiscal year 2012. The company operates and franchises hotels and licenses vacation ownership resorts under 18 brands. For more information or reservations, please visit our web site at
www.marriott.com
, and for the latest company news, visit
www.marriottnewscenter.com
.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Federal securities laws. The statements of Mr. Medzigian are examples of forward looking statements. A number of factors could cause actual results, performance or achievement to differ materially from those anticipated. Among those risks, trends and uncertainties are the risks related to CWI's public offering; the general economic climate; the supply of and demand for hotels; interest rate levels; the availability of financing; and other risks associated with the acquisition and ownership of hotels. For further information on factors that could impact CWI, reference is made to its filings with the Securities and Exchange Commission
###

text: W. P. Carey Inc.

text: Carey Watermark Investors

text: Carey Watermark Investors Incorporated

text: Michael Medzigian

text: Carey Watermark Investors

text: Carey Watermark Investors Incorporated

text: W. P. Carey Inc.

text: Watermark Capital Partners


dataset: buster

text:
EX-99.1
2
a6775833_ex991.htm
EXHIBIT 99.1
Exhibit 99.1
Safeguard
Scientifics Realizes $145.4 Million in Aggregate Cash Proceeds from
Shire's Acquisition of Advanced BioHealing
Transaction
Expected to Generate 13x Cash-on-Cash Return to Safeguard
WAYNE, Pa.--(BUSINESS WIRE)--June 28, 2011--Safeguard Scientifics, Inc.
(NYSE: SFE), a holding company that builds value in growth-stage life
sciences and technology companies, today announced that its aggregate
cash proceeds from the completed sale of life sciences partner company
Advanced BioHealing, Inc. (ABH) to Shire plc (LSE: SHP, NASDAQ: SHPGY)
are $145.4 million. In addition, $7.3 million will be held in escrow
pending the expiration of an escrow period expiring March 31, 2012.
Safeguard's total expected proceeds will represent a 13x cash-on-cash
return.
"This is a very exciting transaction for Safeguard since Shire announced
that it was going to acquire ABH the night before ABH was scheduled to
go public", said Peter J. Boni, President and CEO of Safeguard. "Our
demonstrated ability to pair our partner companies with top-tier,
large-cap global strategic partners such as Shire drives value for our
shareholders. We continue to execute on all cylinders to deploy capital
into high-growth opportunities and to realize value in those companies
with well-timed exits. We congratulate ABH's Chairman and CEO, Kevin
Rakin, on a successful milestone and wish him and the rest of the ABH
team success in the future".
During its more than four years as a Safeguard partner company, ABH
increased revenues from a standstill to approximately $150 million in
2010. In addition, the company established robust commercial and scaled
cell-based manufacturing infrastructures. As a result, ABH has
transformed the way diabetic foot ulcers are being treated, while also
offering a possibility to extend Dermagraft
®
's utility
to other areas of wound healing. Dermagraft is an FDA-approved,
bio-engineered living skin substitute that assists in restoring damaged
tissue and supports the body's natural healing process.
CAPITAL DEPLOYMENT
In March 2011, Safeguard stated that it
expects to use between $100 million and $150 million in cash in 2011,
specifically for:
Repayment of Senior Convertible Debentures;
Corporate Expenses;
Capital Deployment into New Partner Companies;
Follow-on Funding for Current Partner Companies; and
The Expansion of our Platform.
The following highlights some of the ways in which we have deployed
capital year-to-date:
February 2011
- Safeguard deployed $5 million in Series B
financing for ThingWorx, a revolutionary platform designed to
accelerate the development of applications connecting people, systems
and devices.
February 2011
- Safeguard provided $9 million in follow-on
funding to MediaMath, in part, to expand global sales and marketing
initiatives, as well as fuel further technology growth.
March 2011
- Safeguard paid off $31.3 million of senior
convertible debentures, which improved Safeguard's debt-to-equity
ratio to 1:5 at March 31, 2011.
April 2011
- Safeguard deployed $25 million in a $45 million
financing for PixelOptics, a medical technology company that's
developed the world's first and only electronically-focusing
prescription eyewear called emPower!
June 2011
-
Safeguard deployed $20 million in a
$35 million financing round for NovaSom, a diagnostics company
enabling home diagnosis and treatment of obstructive sleep apnea.
In addition, in April 2011, Safeguard announced that it reached an
agreement in principle to expand its capital deployment capabilities
through a strategic partnership with a private company which provides
subordinated debt and structured equity financing. Safeguard will own a
significant equity stake in the operating/management enterprise and will
commit $30 million of capital to the initiative over a multi-year period.
EXIT TRANSACTIONS
Safeguard has realized significant value
through various well-timed exits over the past six months, including:
December 2010
- Clarient was acquired by GE Healthcare for $587
million, through which Safeguard realized a total of more than $200
million in cash from the sale of its equity interests in Clarient
between 2009 and 2010-representing the largest cash return in
Safeguard's history.
Cash-on-Cash Return = 3x
December 2010
- Avid Radiopharmaceuticals was acquired by Eli
Lilly and Company (NYSE: LLY) for an upfront payment of $300 million
and up to $500 million in additional contingent payments based on
Avid's achievement of certain challenging regulatory and revenue
milestones.
Cash-on-Cash Return = 3x (could approach 8x based
upon achievement of difficult revenue milestones)
June 2011
- Portico Systems announced that it was to be
acquired by McKesson for $90 million. Safeguard expects to receive
aggregate cash proceeds of approximately $38 million related to its
equity interest in Portico.
Cash-on-cash return = 4x
June 2011
- Advanced BioHealing was acquired by Shire plc (LSE:
SHP, NASDAQ: SHPGY) for $750 million. Safeguard realized a total of
$145.4 million in aggregate cash proceeds.
Cash-on-Cash Return =
13x
About Safeguard Scientifics
Founded in 1953 and based in Wayne, PA, Safeguard Scientifics, Inc.
(NYSE: SFE) provides growth capital for entrepreneurial and innovative
life sciences and technology companies. Safeguard targets life sciences
companies in Molecular and Point-of-Care Diagnostics, Medical Devices,
Regenerative Medicine, Specialty Pharmaceuticals and selected healthcare
services, and technology companies in Internet / New Media, Financial
Services IT, Healthcare IT and selected business services with capital
requirements of up to $25 million. Safeguard participates in expansion
financings, corporate spin-outs, management buyouts, recapitalizations,
industry consolidations and early-stage financings. For more
information, please visit our website at
www.safeguard.com
, our
blog at blog.safeguard.com or you can follow us on Twitter at
twitter.safeguard.com or on LinkedIn at linked.safeguard.com.
Forward-looking Statements
Except for the historical information and discussions contained
herein, statements contained in this release may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Our forward-looking statements
are subject to risks and uncertainties. The risks and uncertainties that
could cause actual results to differ materially, include, among others,
managing rapidly changing technologies, limited access to capital,
competition, the ability to attract and retain qualified employees, the
ability to execute our strategy, the uncertainty of the future
performance of our companies, acquisitions and dispositions of
companies, the inability to manage growth, compliance with government
regulations and legal liabilities, additional financing requirements,
the effect of economic conditions in the business sectors in which our
companies operate, and other uncertainties described in the Company's
filings with the Securities and Exchange Commission. Many of these
factors are beyond our ability to predict or control. In addition, as a
result of these and other factors, our past financial performance should
not be relied on as an indication of future performance. The Company
does not assume any obligation to update any forward-looking statements
or other information contained in this news release.
CONTACT:
Safeguard Scientifics, Inc.
John E. Shave, 610-975-4952
Vice
President, Business Development and Corporate Communications

label: organization

text: Safeguard

text: Shire

text: Advanced BioHealing

text: Safeguard

text: Safeguard Scientifics, Inc.

text: Advanced BioHealing, Inc.

text: ABH

text: Shire plc

text: Safeguard

text: Safeguard

text: Shire

text: ABH

text: ABH

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text: Safeguard

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text: Safeguard

text: Safeguard

text: Safeguard

text: Safeguard

text: Safeguard

text: Safeguard

text: Safeguard

text: Safeguard

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text: Safeguard

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text: Safeguard

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text: Safeguard Scientifics, Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99
2
exhibit991.txt
EXHIBIT 99.1
Exhibit 99.1
NEWS
For Release Immediate
Contacts (News Media) Jim Rosensteele, Corporate
Communications 317.817.6363
(Investors) Scott Galovic, Investor Relations 317.817.3228
Conseco Completes Transfer of Senior Health Insurance Company of
Pennsylvania to Independent Trust
Carmel, Ind. November 12, 2008 - Conseco, Inc. (NYSE: CNO) announced today that
it completed the previously announced transfer of Senior Health Insurance
Company of Pennsylvania, formerly known as Conseco Senior Health Insurance
Company ("Senior Health"), to Senior Health Care Oversight Trust, an independent
trust (the "Trust"). In connection with the completion of the transfer, Conseco
contributed $175 million to the capital of Senior Health and the Trust, as
follows:
o A 6% Senior Note due 2013 in the principal amount of $125 million, the
principal of which is payable in five equal annual installments.
o A contribution of $11 million to the Trust to provide working capital
and to fund future operating expenses of the Trust.
o Cash and cash equivalents of $39 million, including a ceding
commission of $35.7 million paid by Conseco Life Insurance Company, in
connection with the assignment by Senior Health of its non-long term
care business to Conseco Life Insurance Company.
The transaction was subject to approval by the Pennsylvania Insurance
Department, which issued its order approving the transfer of ownership earlier
today.
"The completion of this transfer and the formation of the independent trust is a
balanced solution for all of Conseco's constituents and Senior Health's
long-term care policyholders", Conseco CEO Jim Prieur said. "The trust will
operate Senior Health for the exclusive benefit of the policyholders, without a
profit motive, and will be governed by a highly qualified board of trustees
under the oversight of the Pennsylvania Insurance Department. In addition, we
expect that Conseco will benefit from both reduced earnings volatility and
better allocation of management resources on its core businesses going forward".
As previously announced, Conseco expects to record accounting charges of
approximately $1.1 billion related to the transaction, of which $503.7 million
was recognized in the second quarter of 2008, $155.0 million was recognized in
the third quarter of 2008, and approximately $400 million is expected to be
recognized in the fourth quarter of 2008.
Conseco, Inc.'s insurance companies help protect working American families and
seniors from financial adversity: Medicare supplement, long-term care, cancer,
heart/stroke and accident policies protect people against major unplanned
expenses; annuities and life insurance products help people plan for their
financial futures. For more information, visit Conseco's web site at
www.conseco.com.
- more -
Cautionary Statement Regarding Forward-Looking Statements. Our statements, trend
analyses and other information contained in these materials relative to markets
for Conseco's products and trends in Conseco's operations or financial results,
as well as other statements, contain forward-looking statements within the
meaning of the federal securities laws and the Private Securities Litigation
Reform Act of 1995. Forward-looking statements typically are identified by the
use of terms such as "anticipate", "believe", "plan", "estimate", "expect,"
"project", "intend", "may", "will", "would", "contemplate", "possible,"
"attempt", "seek", "should", "could", "goal", "target", "on track", "comfortable
with", "optimistic" and similar words, although some forward-looking statements
are expressed differently. You should consider statements that contain these
words carefully because they describe our expectations, plans, strategies and
goals and our beliefs concerning future business conditions, our results of
operations, financial position, and our business outlook or they state other
"forward-looking" information based on currently available information.
Assumptions and other important factors that could cause our actual results to
differ materially from those anticipated in our forward-looking statements
include, among other things: (i) general economic, market and political
conditions, including the performance and fluctuations of the financial markets
which may affect our ability to raise capital or refinance our existing
indebtedness; (ii) our ability to obtain adequate and timely rate increases on
our supplemental health products including our long-term care business; (iii)
mortality, morbidity, the increased cost and usage of health care services,
persistency, the adequacy of our previous reserve estimates and other factors
which may affect the profitability of our insurance products; (iv) changes in
our assumptions related to the cost of policies produced or the value of
policies inforce at the effective date of our emergence from bankruptcy; (v) the
recoverability of our deferred tax asset and the effect of potential tax rate
changes on its value; (vi) changes in accounting principles and the
interpretation thereof; (vii) our ability to achieve anticipated expense
reductions and levels of operational efficiencies including improvements in
claims adjudication and continued automation and rationalization of operating
systems; (viii) performance and valuation of our investments, including the
impact of realized losses (including other-than-temporary impairment charges);
(ix) our ability to identify products and markets in which we can compete
effectively against competitors with greater market share, higher ratings,
greater financial resources and stronger brand recognition; (x) the ultimate
outcome of lawsuits filed against us and other legal and regulatory proceedings
to which we are subject; (xi) our ability to remediate the material weakness in
internal controls over the actuarial reporting process that we identified at
year-end 2006 and to maintain effective controls over financial reporting; (xii)
our ability to continue to recruit and retain productive agents and distribution
partners and customer response to new products, distribution channels and
marketing initiatives; (xiii) our ability to achieve eventual upgrades of the
financial strength ratings of Conseco and our insurance company subsidiaries as
well as the potential impact of rating downgrades on our business; (xiv) the
risk factors or uncertainties listed from time to time in our filings with the
Securities and Exchange Commission; (xv) our ability to continue to satisfy the
financial ratio and balance requirements and other covenants of our debt
agreements; (xvi) regulatory changes or actions, including those relating to
regulation of the financial affairs of our insurance companies, such as the
payment of dividends to us, regulation of financial services affecting (among
other things) bank sales and underwriting of insurance products, regulation of
the sale, underwriting and pricing of products, and health care regulation
affecting health insurance products; and (xvii) changes in the Federal income
tax laws and regulations which may affect or eliminate the relative tax
advantages of some of our products. Other factors and assumptions not identified
above are also relevant to the forward-looking statements, and if they prove
incorrect, could also cause actual results to differ materially from those
projected. All written or oral forward-looking statements attributable to us are
expressly qualified in their entirety by the foregoing cautionary statement. Our
forward-looking statements speak only as of the date made. We assume no
obligation to update or to publicly announce the results of any revisions to any
of the forward-looking statements to reflect actual results, future events or
developments, changes in assumptions or changes in other factors affecting the
forward-looking statements.
- # # # # -

text: Conseco

text: Senior Health Insurance Company

text: Conseco, Inc.

text:
Senior Health Insurance
Company

text: Conseco

text:
Senior Health Insurance
Company

text: Senior Health Care Oversight Trust

text: Conseco

text: Conseco

text: Conseco

text: Conseco

text: Conseco

text: Conseco

text: Conseco

text: Conseco, Inc.

text: Conseco

text: Conseco

text: Conseco

text: Conseco


text:
EX-99.1
3
a19-5864_1ex99d1.htm
EX-99.1
Exhibit 99.1
Tabula Rasa HealthCare Announces Acquisition of PrescribeWellness
Expanding its Medication Risk Mitigation Offering
MOORESTOWN, N.J., March 5, 2019 - Tabula Rasa HealthCare, Inc
. ("TRHC") (NASDAQ: TRHC), a healthcare technology company advancing the field of medication safety, today announced that it has acquired PrescribeWellness ("PW"), a leading cloud-based patient relationship management solutions company that facilitates collaboration between more than 10,000 pharmacies with patients, payers, providers and pharmaceutical companies.
This acquisition supports TRHC's goals of expanding medication risk mitigation programs in community pharmacies and providing community pharmacists with clinical revenue opportunities beyond dispensing. It also enables TRHC to further participate in Medicare Part D Medication Therapy Management programs, and other similar programs, which require or can benefit from the involvement of community pharmacies. Participation in these programs will allow TRHC to generate revenue from channels that were not previously accessible to TRHC. PW generated revenue of $29.0 million in 2018 and ended the year with annual recurring revenue of $32.0 million.
"The mission of PrescribeWellness, to deliver technology-enabled services solutions to help community pharmacies improve patient care and thrive economically, is very much aligned with TRHC's mission. We welcome the PrescribeWellness team of over 150 employees and congratulate them on what they have accomplished", said TRHC Chairman and CEO, Calvin H. Knowlton, PhD. "TRHC has successfully initiated our MedWise™ Medication Risk Identification and Mitigation platform with 400 pharmacists in 300 pharmacies through our participation in Center for Medicare and Medicaid Innovation's Enhanced Medication Therapy Management Model Test. PrescribeWellness now catapults our reach to an additional 10,000 pharmacies and more than 15,000 pharmacists. We are excited to begin integrating PrescribeWellness' talented team, proprietary platform, and network of community pharmacies as part of TRHC's comprehensive suite of client offerings".
PW CEO, Al Babbington, who will continue to lead PW following the acquisition noted, "PrescribeWellness was founded in 2010 with the goal to inspire collaboration for better health. We built a nationwide network of pharmacies that are expanding their role to provide preventive healthcare services. The network is within 5 miles of approximately 275 million people, which represents approximately 85% of the United States population. We believe that the opportunity to bring the PrescribeWellness pharmacies the clinical insights and tools that TRHC has created
will accelerate the improvement of health in America and drive significantly reduced costs for government programs, health plans and consumers. I am immensely pleased to be a part of TRHC and to continue to expand the footprint and service offerings of PrescribeWellness in concert with TRHC".
Piper Jaffray & Co. served as exclusive financial advisor to TRHC in connection with the transaction. Morgan, Lewis & Bockius LLP served as legal counsel to TRHC. First Analysis Securities Corporation served as exclusive financial advisor to PW in connection with the transaction. Cooley LLP served as legal counsel to PW.
Management Conference Call
TRHC's management will provide additional details on the PW acquisition during a conference call today, March 5, 2019 at 5:00 p.m. Eastern Time. Stockholders and interested participants may listen to a live broadcast of the conference call by dialing 844-413-0947 or 216-562-0423 for international callers, and referencing participant code 7069577 approximately 15 minutes prior to the call. A live webcast of the conference call will be available on the investor relations section of TRHC's website (ir.trhc.com) and an audio file of the call will also be archived and available for replay approximately two hours after the live event for a period of 90 days thereafter at ir.trhc.com. After the conference call, a replay will be available until March 13, 2019 and can be accessed by dialing 855-859-2056 or 404-537-3406 for international callers, and referencing participant code 7069577.
About Tabula Rasa HealthCare
TRHC (NASDAQ:TRHC) is a leader in providing patient-specific, data-driven technology and solutions that enable healthcare organizations to optimize medication regimens to improve patient outcomes, reduce hospitalizations, lower healthcare costs and manage risk. TRHC provides solutions for a range of payers, providers and other healthcare organizations. For more information, visit TRHC.com.
Forward-Looking Statement
This press release includes forward-looking statements that we believe to be reasonable as of today's date. Such statements are identified by use of the words "anticipates", "believes", "estimates", "expects", "intends", "plans", "predicts", "projects", "should", and similar expressions. These forward-looking statements are based on management's expectations and assumptions as of the date of this press release. These forward-looking statements include, among other things, our goals and expectations regarding the combined company and the integration of PW into TRHC, the expected synergies from the combined company and the expected financial and operating performance of TRHC following the completion of the
acquisition. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: the risk that we may not be able to achieve our expectations for the combined companies due to challenges in integration and inability to retain key employees; fluctuations in our financial results; the acceptance and use of our products and services by PACE organizations and pharmacies; the need to innovate and provide useful products and services; risks related to changing healthcare and other applicable regulations; our ability to maintain relationships with a specified drug wholesaler; increasing consolidation in the healthcare industry; managing our growth effectively; our ability to adequately protect our intellectual property; the requirements of being a public company; our ability to recognize the expected benefits from acquisitions on a timely basis or at all; and the other risk factors set forth from time to time in our filings with the Securities and Exchange Commission ("SEC"), including those factors discussed under the caption "Risk Factors" in our most recent annual report on Form 10-K, filed with the SEC on March 1, 2019, and in subsequent reports filed with or furnished to the SEC, copies of which are available free of charge within the Investor Relations section of the TRHC website http://ir.trhc.com or upon request from our Investor Relations Department. TRHC assumes no obligation and does not intend to update these forward-looking statements, except as required by law, to reflect events or circumstances occurring after today's date.
Media Contact
Dianne Semingson
dsemingson@trhc.com
T: (415) 547-7099
Investors
Bob East or Asher Dewhurst
Westwicke Partners
tabularasa@westwicke.com
T: (
443) 213-0500

text: Tabula Rasa HealthCare

text: PrescribeWellness

text:
Tabula Rasa HealthCare, Inc
.

text: TRHC

text: TRHC

text: PrescribeWellness

text: TRHC

text: TRHC

text: TRHC

text: TRHC

text: PrescribeWellness

text: TRHC

text: PrescribeWellness

text: TRHC

text: TRHC

text: PrescribeWellness

text: PrescribeWellness

text: TRHC

text: PrescribeWellness

text: PrescribeWellness

text: TRHC

text: TRHC

text: PrescribeWellness

text: TRHC

text: Piper Jaffray & Co.

text: TRHC

text: Morgan, Lewis & Bockius LLP

override: organization

text: TRHC

text: First Analysis Securities Corporation

text: Cooley LLP

text: TRHC

text: TRHC

text: Tabula Rasa HealthCare

text: TRHC

text: TRHC

text: TRHC

text: TRHC

text: TRHC

text: TRHC

text: TRHC


text:
EX-99.1
4
a04-14820_1ex99d1.htm
EX-99.1
Exhibit 99.1
Applied Materials Acquires Worldwide Business of
Metron
Former holding company changes name to
Nortem and begins process of liquidating assets
SAN JOSE,
Calif., December 14, 2004 - Subsequent to the December 10, 2004 annual general
meeting of shareholders of Nortem N.V. (Nasdaq: MTCH), formerly "Metron
Technology N.V.", Applied Materials Inc. ("Applied Materials") has acquired the
worldwide operating subsidiaries and businesses of Metron. In connection with the consummation of the
asset sale to Applied Materials, Metron Technology N.V. changed its name to
"Nortem N.V. and began the liquidation process.
Under the terms of the asset sale, Applied Materials acquired the
outstanding shares of Nortem's worldwide operating subsidiaries and substantially
all of the other assets of Nortem, including, but not limited to, Nortem's
intellectual property and technology and all cash and cash equivalents, other
than an amount equal to $2,000,000 plus cash received prior to closing upon
exercise of warrants and options. Under
the terms of the asset sale, Applied Materials also assumed certain liabilities
of Nortem, paid to Nortem $84,567,158 in cash and agreed to reimburse Nortem
for amounts related to certain Netherlands surtax liabilities and withholding
obligations and certain other costs and expenses.
As described
in the company's Definitive Proxy Statement filed with the U.S. Securities and
Exchange Commission on November 12, 2004, shareholders of Metron will receive
two or more liquidating distributions. The initial distribution is currently
expected to be made in the first two months of 2005, and the final cash
distribution would be made when all liabilities of the company have been
satisfied, which is currently expected to be within six months following the
closing. The amount and timing of the above-described distributions are
dependent upon a variety of factors, including the timing of winding up
Nortem's business and dissolving, and the costs, expenses and time involved in
satisfying Nortem's current liabilities and obligations and those incurred by
Nortem following the closing of the asset sale.
Immediately following the
consummation of the asset sale, Peter Verloop and Charles Roffey were appointed
as Nortem's liquidators, having been previously approved as liquidators by
Nortem's shareholders at Nortem's 2004 annual general meeting of
shareholders. In addition, Mr. Roffey
was appointed as the principal executive officer and principal financial
officer of Nortem.
Effective as of
the consummation of the asset sale, each of the managing directors and officers
of Nortem resigned as managing directors and officers of Nortem, and Edward D.
Segal, Nortem's former Chief Executive Officer and Managing Director, Dennis R.
Riccio, Nortem's former
1
President, Chief
Operating Officer and Managing Director, Gregory S. Geskovich, Nortem's former
Vice President Fab Solutions Group and Managing Director, and Peter
Postiglione, Nortem's former Vice President Equipment Solutions Group, have
each entered into employment agreements with Applied Materials. In addition, effective as of the consummation
of the asset sale, Robert Anderson and William George resigned as supervisory
directors of Nortem.
Contact:
Ellen Brook
Vice President
Stapleton Communications
Inc.
(650) 470-0200
2

text: Applied Materials

text: Metron

text: Metron

text: Applied Materials Inc.

text: Applied Materials

text: Metron

text: Applied Materials

text: Metron

text: Applied Materials

text: Applied Materials

text: Metron

text: Applied Materials

text: Ellen Brook


text:
EX-99.1
2
ex991pr-weatherfordcomplet.htm
EXHIBIT 99.1 PRESS RELEASE ANNOUNCING COMPLETED DISPOSITION OF LDR TO ADES 3-19
Wdesk | Exhibit
Exhibit 99.1
Press Release
Weatherford Completes Sale of Land Drilling Rigs
BAAR, Switzerland, March 25, 2019 - Weatherford International plc (NYSE: WFT) (the "Company" or "Weatherford") today announced it has completed the sale of two land drilling rigs that were relocated in Algeria and has delivered two idle land drilling rigs from Iraq. The Company received $10 million in cash for each of the land drilling rigs relocated in Algeria and an additional $12 million in cash for the delivery of two idle land drilling rigs outside of Iraq, for aggregate proceeds of $32 million.
In July 2018, a subsidiary of Weatherford signed definitive agreements with ADES International Holding PLC for the sale of Weatherford's land drilling rig operations in Algeria, Kuwait and Saudi Arabia as well as two idle land rigs in Iraq, for an aggregate cash purchase price of $287.5 million (the "Transaction"). The Transaction includes 31 land drilling rigs and related drilling contracts, as well as approximately 2,300 employees and contract personnel.
These transactions are the last in a series that were subject to regulatory approvals, consents and other customary closing conditions. In December 2018, the Company announced the closing of its Precision Drilling Services Saudi Arabia land drilling operations for $92.5 million in cash. In November 2018, the Company announced the closing of its Kuwait land drilling rigs sale for $123 million in cash, and an additional $12 million to be received in equal $6 million increments upon the delivery of two idle land drilling rigs from Iraq. In February 2019, the Company announced the completion of the sale of four contracted drilling rigs in Algeria for $40 million in cash. In total, the Company has received aggregate proceeds of $287.5 million that it has already used or intends to use to reduce its debt.
About Weatherford
Weatherford is one of the largest multinational oilfield service companies providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 80 countries and has a network of approximately 700 locations, including manufacturing, service, research and development, and training facilities and employs approximately 26,500 people. For more information, visit www.weatherford.com and connect with Weatherford on LinkedIn, Facebook, Twitter and YouTube.
About ADES International Holding
ADES International Holding extends oil and gas drilling and production services through its subsidiaries and is a leading service provider in the Middle East and North Africa, offering onshore and offshore contract drilling as well as workover and production services. Its c.4,000 employees serve clients including major national oil companies ("NOCs") such as Saudi Aramco and Kuwait Oil Company as well as joint ventures of NOCs with global majors including BP and Eni. While maintaining a superior health, safety and environmental record, the Group currently has a fleet of thirty four onshore drilling rigs, thirteen jack-up offshore drilling rigs, a jack-up barge, and a mobile offshore production unit ("MOPU"), which includes a floating storage and offloading unit. For more information, visit investors.adihgroup.com.
Forward-Looking Statements
This press release includes forward-looking statements as defined under federal law, including, but not limited to, those related to the sale transactions described in this press release and the use of proceeds therefrom. These forward-looking statements are generally identified by the words "believe", "expect", "anticipate", "estimate", "intend", "plan", "may", "should", "could", "will", "would", and "will be", and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to significant risks, assumptions and uncertainties. Known material factors that could cause the Company's actual results to differ materially from the results contemplated by such forward-looking statements are described in the forward looking statements and risk factors in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and those risk factors set forth from time-to-time in other filings with the Securities and Exchange Commission. Weatherford undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.
Contacts:
Christoph Bausch
+1.713.836.4615
Executive Vice President and Chief Financial Officer, Weatherford
Karen David-Green
+1.713.836.7430
Senior Vice President, Stakeholder Engagement and Chief Marketing Officer, Weatherford

text: Weatherford International plc

text: ADES International Holding PLC


text:
EX-99.1
3
ex99-1.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
NEWS RELEASE
Contact:
Robert L. Johnson, Chairman & CEO
Dresner Corporate Services
Curt Kollar, CFO
Steve Carr
706-645-1391
312-780-7211
bjohnson@charterbank.net or
scarr@dresnerco.com
ckollar@charterbank.net
CHARTER FINANCIAL COMPLETES MERGER WITH
CBS FINANCIAL CORPORATION
West Point, Georgia, April 15, 2016 - Charter Financial Corporation (NASDAQ: CHFN) announced today the completion of its merger (the "Merger") with Smyrna, Georgia-based CBS Financial Corporation ("CBS") effective April 15, 2016, pursuant to the previously announced definitive Agreement and Plan of Merger (the "Merger Agreement") between Charter Financial Corporation ("Company") and CBS, dated as of December 3, 2015. Additionally, Community Bank of the South, a wholly-owned subsidiary of CBS which operated four branches in the Atlanta metropolitan area, has merged with and into CharterBank, a wholly-owned subsidiary of the Company. The combined Company has approximately $1.4 billion of total assets with 19 banking offices in west-central Georgia, east-central Alabama, and the Florida Gulf Coast.
Robert L. Johnson, Chief Executive Officer and Chairman of the Company and CharterBank said, "With the Merger now complete, we are very pleased with our expanded presence in the North Atlanta market. We now have over $500 million of deposits and operate eight branches in the Atlanta metropolitan area, with an additional banking location set to open in Buckhead in the coming months".
Under the terms of the Merger Agreement, the Company acquired all of the outstanding shares of CBS common stock for $20.50 per share, with a total transaction value of approximately $58.8 million. Excluding one-time merger-related costs, the transaction is expected to be immediately accretive to the Company's earnings per common and diluted share. A more complete description of the Merger consideration is contained in our form 8-K, to be filed April 18, 2016 (the "8-K"), and in the Merger Agreement, incorporated by reference into Exhibit 2.1 to the 8-K from that certain Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 8, 2016.
Based on financial results as of December 31, 2015, the combined Company has total assets of approximately $1.4 billion, deposits of approximately $1.1 billion and loans of approximately $994.5 million.
Even though the Merger is complete, full conversion and integration of Community Bank of the South into CharterBank is not expected to be finished until July 2016. At this time, CBS clients should continue to conduct their banking business as usual, including but not limited to, using existing branches, debit cards, checks, ATMs and making loan payments until conversion is complete. The Company will notify all CBS clients of new procedures to follow as the conversion progresses.
"We are excited to officially be in business with Sylvia Hamby, our new Cobb County President, and her entire team", Mr. Johnson said. "We are looking forward to working together to complete the bank merger and conversion and ultimately providing the best banking experience for our customers in the Smyrna and Marietta communities".
Exhibit 99.1
About Charter Financial Corporation
Charter Financial Corporation is a savings and loan holding company and the parent company of CharterBank, a full-service community bank and a federal savings institution. CharterBank is headquartered in West Point, Georgia, and operates branches in west-central Georgia, east-central Alabama, and the Florida Gulf Coast. CharterBank's deposits are insured by the Federal Deposit Insurance Corporation. Investors may obtain additional information about Charter Financial Corporation and CharterBank on the internet at www.charterbk.com under About Us.
Forward-Looking Statements
This communication contains "forward-looking statements within the meaning of the federal securities laws. Forward-looking statements can be identified by the use of the words "anticipate", "expect", "believe", "should", "planned", "estimated", "working on", "continue to", "seek", and "potential." Forward looking statements are not historical facts but instead express management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management's control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Risks and uncertainties to which these statements are subject include, but are not limited to, the following: the effect of any acquisition of other strategic initiatives that we determine to pursue; and the potential inability to promptly and effectively integrate the businesses of CharterBank and Community Bank of the South and effectively manage the new businesses and lending teams; changes in laws or regulations; and changes in general economic conditions. For additional information concerning factors that could cause actual conditions, events, or results to materially differ from those described in the forward-looking statements, the Company refers you to the section entitled "Risk Factors" contained in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2015. Copies of each filing may be obtained from the Company or the Securities and Exchange Commission.
The risks included here are not exhaustive and undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to the company, its management, or persons acting on their behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law.

text: Robert L. Johnson

text: Curt Kollar

text: CHARTER FINANCIAL

text: CBS FINANCIAL CORPORATION

text: Charter Financial Corporation

text: CBS Financial Corporation

text: CBS

text: Charter Financial Corporation

text: CBS

text: CBS

text: Robert L. Johnson

text: CBS

text: CBS

text: CBS

text: Charter Financial Corporation

text: Charter Financial Corporation

text: Charter Financial Corporation


text:
EX-99.1
3
a12-16240_1ex99d1.htm
EX-99.1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
COMPANY CONTACT:
PRESS CONTACT:
Cheryl Sanclemente
Guy Lawrence
W. P. Carey & Co. LLC
Ross & Lawrence
212-492-8995
212-308-3333
csanclemente@wpcarey.com
gblawrence@rosslawpr.com
CAREY WATERMARK INVESTORS ACQUIRES
LAKE ARROWHEAD RESORT & SPA
New York - July XX, 2012 - Carey Watermark Investors Incorporated (CWI) announced today that it has acquired a 97% interest in Lake Arrowhead Resort & Spa from the property owner, Fulton Village Green Investors, LLC, an affiliate of Pacific Capital Investors, for a total investment of approximately $26.5 million, including its allocable share of debt and other investment-related costs. The resort, located in Lake Arrowhead, California, was built in 1982 and renovated and upgraded in 2007, including the addition of a spa.
The 173-room lakefront resort includes 20,000 square feet of indoor and outdoor meeting space, an 8,000 square foot spa, restaurant, lounge, business center, fitness center, gift shop, outdoor pool, 270 surface parking spaces and a private beach and dock. The investment includes a $3.7 million renovation of guestrooms and public spaces, which is anticipated to be completed in early 2013. The property will be managed by Crescent Hotels & Resorts and in early 2013 will become a member of the Autograph Collection, a diverse collection of upper-upscale and luxury independent hotels sponsored by Marriott International.
The resort is located in the San Bernardino National Forest, 90 miles east of Los Angeles and a 45 minute drive from Ontario International Airport. Interstate 15, a major north/south freeway, provides access to the resort from Riverside, Orange and San Diego Counties and Interstate 10, a major east/west freeway, provides access from Los Angeles International Airport and Los Angeles, San Bernardino, Ventura and Santa Barbara Counties.
Commenting on the investment, Michael Medzigian, Chief Executive Officer of CWI, said, "We are pleased to be entering into this transaction with Pacific Capital in this unique and well-known mountain resort. We believe that this investment creates an opportunity for value creation through enhanced operations via the management of Crescent Hotels & Resorts and affiliation with the Autograph Collection; the completion of high impact enhancements to the property; and the strategic asset management oversight of CWI. Combined with high barriers to entry, the mountain/lakefront location of the property provides the basis for significant value enhancement consistent with our overall strategy for CWI".
Carey Watermark Investors
Carey Watermark Investors Incorporated is a publicly registered non-traded real estate investment trust (REIT) that was formed to make investments primarily in the lodging and lodging-related sectors. Affiliates of
W. P. Carey & Co. LLC
(NYSE:WPC) and
Watermark Capital Partners, LLC
advise the REIT and manage its overall portfolio.
www.careywatermark.com
Autograph Collection
Autograph Collection is an evolving ensemble of strikingly independent luxury hotels sponsored by Marriott International. Each destination has been selected for its bold originality, rich character and uncommon details. From near to far, iconic to historic, the result is an array of properties that is nothing less than completely unique, nothing short of collectively exceptional.
www.autographhotels.com
Crescent Hotels & Resorts
Crescent Hotels & Resorts owns and co-invests in hotel real estate, and is an independent, third-party operator of hotels and resorts. Crescent currently owns or operates approximately 62 hotels and resorts, with approximately 13,000 rooms in 27 States, Canada & the Caribbean. Crescent has grown in size every year since 2001, and is one of a small group of independent management companies approved to operate hotels under the Marriott, Hilton, Starwood, Hyatt, Wyndham and InterContinental flags.
www.chrco.com
Forward-Looking Statements
Certain statements contained herein may be deemed to be forward-looking statements under federal securities laws and the company intends that such forward-looking statements be subject to the safe-harbor provisions created thereby. All forward-looking statements are qualified in their entirety by this cautionary statement and Carey Watermark Investors Incorporated and its related and affiliated companies assume no, and hereby disclaim any, obligation to update the forward-looking statements contained herein. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

text: CAREY WATERMARK INVESTORS

text: Carey Watermark Investors Incorporated

text: Fulton Village Green Investors, LLC

text: Michael Medzigian

text: Carey Watermark Investors

text: Carey Watermark Investors Incorporated

text: Carey Watermark Investors Incorporated


text:
EX-99
2
eberu14.txt
Immediate Release
Contact: Mary Brevard, 248-373-2406
A&B FD (PR for BorgWarner):
Ivo Lingnau, +49 (0)69 92037 133
BORGWARNER BUYS MAJORITY STAKE IN BERU AG
FOR EURO 367 MILLION;
DEAL EXPANDS BORGWARNER'S ENGINE TECHNOLOGY
IN RAPIDLY GROWING DIESEL MARKET AND
ELECTRONICS
Auburn Hills, Michigan, January 4, 2005
BorgWarner Inc. (NYSE: BWA) announced today
that, through one of its wholly-owned German
subsidiaries, it has completed the purchase
of approximately 62% of the outstanding
shares of German-based Beru AG from its
major shareholders, The Carlyle Group and a
group of family shareholders. The purchase
was a cash transaction at a price of E59 per
share or E367 million (approximately US $490
million at current exchange rate of 1.335).
Of the E367 million in financing, E240
million was borrowed locally and the
remainder was funded by available cash
balances.
"We are excited to team up with Beru, a
technology leader much like BorgWarner,"
said Timothy M. Manganello, Chairman and CEO
of BorgWarner. " Having a majority ownership
in Beru gives us additional access to the
fast-growing diesel market and enhances our
sensor and engine electronics expertise. In
addition,Beru's technology and product
expertise complements and strengthens our
market presence with global automakers. Beru
produces excellent products, has an
expanding business in one of the fastest
growing sectors of the automotive market,
and has a strong and well-respected senior
management team. We intend to maintain Beru
as a stand-alone business of BorgWarner
within our Engine Group and do not
anticipate employment changes as a result of
this transaction".
The transaction is expected to be accretive
to earnings beginning in 2005. Beru results
will be consolidated within the BorgWarner
Engine Group beginning in the first quarter
of 2005.
Headquartered in Ludwigsburg, Germany, Beru
AG is a leading global automotive supplier
and manufacturer of diesel cold starting
technology (glow plugs and instant starting
systems); gasoline ignition technology
(spark plugs and ignition coils); and
electronic and sensor technology (tire
pressure sensors, diesel cabin heaters and
selected sensors.) Beru's major customers
include, among others, BMW, DCX, GM/Fiat,
VW/ Audi, Ford, Porsche, PSA, Renault,
Isuzu, Siemens VDO, Valeo, Deutz, and MAN.
Beru employs approximately 2,700 employees.
On a trailing twelve-month basis ending
September 30, 2004, Beru's net income was
E36.8 million excluding exceptional items on
sales of E379.9 million.
BorgWarner Inc. (NYSE: BWA) is a product
leader in highly engineered
components and systems for vehicle
powertrain applications worldwide. The
company operates manufacturing and technical
facilities in 43 locations in 14 countries.
Customers include Ford, DaimlerChrysler,
General Motors, Toyota, Honda, Hyundai/Kia,
Caterpillar, Navistar International,
Renault/Nissan, Peugeot and VW/Audi.
Additional Information
BorgWarner Germany GmbH, a wholly-owned
subsidiary of BorgWarner Inc. (the
"Company"), has commenced, in accordance
with German law, a public tender offer (the
"Tender Offer") for all of Beru AG's
remaining outstanding stock. This Tender
Offer is not being made directly or
indirectly in or into the United States, or
by use of the mails of, or by any means or
instrumentality (including, without
limitation, the mail, facsimile
transmission, telex or telephone) of
interstate or foreign commerce or any
facilities of any national securities
exchange of the United States. The Tender
Offer will not, and should not, be accepted
by any such use, means, instrumentality or
facility involving or from within the United
States, and United States persons will not
have the Tender Offer available to them,
directly or indirectly, within the United
States. Accordingly, information regarding
the Tender Offer is not meant for
publication or distribution in or into the
United States nor does it represent an
extension of a tender offer into the United
States. This communication is for
information purposes only. It shall not
constitute an offer to purchase, sell or
exchange or the solicitation of an offer to
purchase, sell or exchange any securities of
Beru. The distribution of this news release
may, in some countries, be restricted by law
or regulation. Accordingly, persons who come
into possession of this document should
inform themselves of and observe these
restrictions.
Forward-Looking Statements Statements
contained in this news release may contain
forward-looking statements as contemplated
by the 1995 Private Securities Litigation
Reform Act that are based on management's
current expectations, estimates and
projections. Words such as "expects,"
"anticipates", "intends", "plans,"
"believes", "estimates", variations of such
words and similar expressions are intended
to identify such forward-looking statements.
Forward-looking statements are subject to
risks and uncertainties, many of which are
difficult to predict and generally beyond
the control of the Company, that could cause
actual results to differ materially from
those expressed, projected or implied in or
by the forward-looking statements. Such
risks and uncertainties include:
fluctuations in domestic or foreign
automotive production, the continued use of
outside suppliers by original equipment
manufacturers, fluctuations in demand for
vehicles containing the Company's products,
general economic conditions, as well as
other risks detailed in the Company's
filings with the Securities and Exchange
Commission, including the Cautionary
Statements filed as Exhibit 99.1 to the Form
10-K for the fiscal year ended December 31,
2003. The Company does not undertake any
obligation to update any forward-looking
statement.
###

text: BorgWarner

text: BORGWARNER

text: BERU AG

text: BORGWARNER

text: BorgWarner Inc.

text: Beru AG

label: fund

text: The Carlyle Group

override: fund

text: BorgWarner

text: Timothy M. Manganello

text: BorgWarner

text: BorgWarner

text: BorgWarner

text:
Beru
AG

text: BorgWarner Inc.

text: BorgWarner

text: BorgWarner Inc.

text: Beru AG


text:
EX-99.1
2
a15-9363_1ex99d1.htm
EX-99.1
Exhibit 99.1
Berkshire Hills Completes Hampden Bancorp Acquisition
PITTSFIELD, MA - April 17, 2015 - Berkshire Hills Bancorp, Inc. (NYSE: BHLB) has completed the acquisition of Hampden Bancorp, Inc., and the merger of Hampden Bank into Berkshire Bank, effective today.
"We are pleased to welcome the customers, employees, and shareholders of Hampden to America's Most Exciting Bank", stated Berkshire President and CEO, Michael P. Daly. "This combination creates a strong platform for serving the Springfield area and we are excited about the opportunities for our expanded presence in this market. We have been working closely with the Hampden team to prepare for this merger and look forward to completing the systems conversion in June".
Shareholders of Hampden Bancorp as of the close of business on April 17, 2015 will receive 0.81 shares of Berkshire common stock for each share of Hampden stock. Based on Berkshire's $27.38 closing stock price as of April 17, 2015, the value of the merger to Hampden shareholders is $22.18 per Hampden share. Berkshire pays a quarterly shareholder dividend, which was increased to $0.19 per share in the first quarter of 2015.
Berkshire now has over $7 billion in assets and 98 branches serving New England and Central New York, including 18 offices in the Springfield area. As a result of the merger, Berkshire's outstanding common stock has increased to approximately 29.5 million shares, resulting in a market capitalization exceeding $800 million. Both the Berkshire Bank Foundation and The Hampden Bank
Foundation will continue to provide charitable contributions to communities served by Berkshire.
BACKGROUND
Berkshire Hills Bancorp is the parent of Berkshire Bank - America's Most Exciting Bank®. The Company has over $7 billion in assets and 98 full-service branch offices in Massachusetts, New York, Connecticut, and Vermont providing personal and business banking, insurance, and wealth management services.
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. There are several factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire's most recent reports on Forms 10-K and 10-Q filed with the
Securities and Exchange Commission and available on the SEC's website at www.sec.gov. Berkshire does not undertake any obligation to update forward-looking statements.
CONTACTS
Investor Relations Contact
Allison O'Rourke; Senior Vice President, Investor Relations Officer; 413-236-3149
Media Contact
Ray Smith; Assistant Vice President, Marketing; 413-236-3756

text: Berkshire Hills

text: Hampden Bancorp

text: Berkshire Hills Bancorp, Inc.

text: Hampden Bancorp, Inc.

text: Berkshire

text: Berkshire

text: Hampden Bancorp

text: Berkshire

text: Berkshire

text: Berkshire

text: Berkshire

text: Berkshire

text: Berkshire

text: Berkshire

text: Berkshire

text: Berkshire

text: Berkshire


text:
EX-99.1
2
ex99-1.htm
Exhibit 99.1
701-7 Koehler Avenue, -
Ronkonkoma, NY 11779
(631) 981-9700 -
www.lakeland.com
FOR IMMEDIATE RELEASE
Lakeland
Industries Announces Closing of Acquisition of Mifflin Valley, Inc.
RONKONKOMA, NY - August 3, 2005
-- Lakeland Industries, Inc. (NASDAQ: LAKE), today announced that it has closed on its
previously announced contract to acquire the assets and operations and assume certain
liabilities of Mifflin Valley, Inc., ("Mifflin") of Shillington, PA for an
initial purchase price of $1.58 million, subject to certain adjustments after an audit. Mifflin
did approximately $2.6 million of sales in 2004, and $1.5 million for the six months
ended June 30, 2005. Mifflin is a manufacturer of protective clothing specializing
in safety and visibility, largely for the Emergency Services market, but also for the
entire public safety and traffic control market. Mifflin specializes in customized
garments to suit customers' needs, coupled with quality, service, price and delivery. Mifflin's
products include Flame Retardant garments for the Fire Industry, Nomex clothing for
utilities, and High Visibility Reflective Outerwear for Departments of Transportation. A
complete copy of the contact will be filed as an exhibit with Lakeland's Form 10-Q
for the second quarter ended July 31.
About
Lakeland Industries, Inc.:
We manufacture and sell a
comprehensive line of safety garments and accessories for the industrial protective
clothing market. Our products are sold by our in-house sales force and independent sales
representatives to a network of over 800 safety and mill supply distributors. These
distributors in turn supply end user industrial customers such as chemical/petrochemical,
automobile, steel, glass, construction, smelting, janitorial, pharmaceutical and high
technology electronics manufacturers, as well as hospitals and laboratories. In addition,
we supply federal, state and local governmental agencies and departments such as fire and
police departments, airport crash rescue units, the Department of Defense, Central
Intelligence Agency, Federal Bureau of Investigation, U.S. Secret Service and the Centers
for Disease Control. In fiscal 2005, we had net sales of $95.3 million and earnings per
share of $1.12 (as adjusted for the 10% stock split effective April, 2005). For the
first quarter of fiscal 2006, we had sales of $25.7 million, net income of $1.7 million
and $.34 per share. Some key metrics for the first quarter of fiscal 2006 include
annualized ROI of 12.13%, ROA of 11.03%, and ROE of 12.39% and EBITDA as a percent of
sales of 10.74%.
For more information concerning
Lakeland, please visit us at:
www.lakeland.com
For more information about Mifflin
Valley, please visit us at: www.mifflinvalley.com
Contact:
Lakeland Industries
Mifflin Valley
Chris Ryan, (631) 981-9700,
chrisr@lakeland-ind.com
Gary Pokrassa, (631) 981-9700,
garyp@lakeland-ind.com
Mike Gallen, (610) 775-0505,
m.gallen@mifflinvalley.com
"Safe Harbor" Statement
under the Private Securities Litigation Reform Act of 1995: Forward-looking
statements involve risks, uncertainties and assumptions as described from time to time in
Press Releases and 8-K(s), registration statements, annual reports and other periodic
reports and filings filed with the Securities and Exchange Commission or made by
management. All statements, other than statements of historical facts, which
address Lakeland's expectations of sources or uses for capital or which express the
Company's expectation for the future with respect to financial performance or
operating strategies can be identified as forward-looking statements. As a result,
there can be no assurance that Lakeland's future results will not be materially
different from those described herein as "believed", "projected",
"planned", "intended", "anticipated", "estimated"or
"expected", which words reflect the current view of the Company with respect to
future events. We caution readers that these forward-looking statements speak only
as of the date hereof. The Company hereby expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any such statements to
reflect any change in the Company's expectations or any change in events conditions
or circumstances on which such statement is based

text:
Lakeland
Industries

text: Mifflin Valley, Inc.

text: Lakeland Industries, Inc.

text: Mifflin Valley, Inc.

text: Lakeland Industries, Inc.

text: Lakeland Industries


text:
EX-99.5
6
v074647_ex99-5.htm
May
9, 2007
MEDIA
AND INVESTOR RELATIONS CONTACT:
Karen
Taylor
Phone:
303/633-2913
24-Hour:
303/809-9160
DCP
MIDSTREAM PARTNERS COMPLETES ACQUISITION OF OKLAHOMA NATURAL GAS GATHERING
SYSTEM
DENVER
-
DCP Midstream Partners, LP (NYSE: DPM) has completed its previously announced
acquisition of certain natural gas gathering and compression assets in Oklahoma
from Anadarko Petroleum Corporation (NYSE: APC) for $180.3 million in cash,
subject to customary purchase price adjustments.
The
midstream assets have historically gathered approximately 25 MMcf per day of
production in Grady, Garvin and McClain counties in Oklahoma and deliver the
unprocessed gas to a third party for processing to extract the natural gas
liquids. The gathering system consists of approximately 225 miles of pipeline
and 9,500 horsepower of compression. The assets will be operated by the owner
of
the Partnership's general partner, DCP Midstream, LLC (formerly Duke Energy
Field Services, LLC).
"In
closing this transaction, we continue to successfully execute upon two of our
primary growth objectives, delivering value to our unitholders and increasing
the combined midstream footprint of the Partnership and DCP Midstream", said
Mark Borer, president and CEO. "These assets are located near existing assets
owned by our parent and therefore provide future opportunities to participate
in
growth projects together".
The
Partnership will finance the transaction with a combination of debt and equity.
The
contracts related to these assets are percentage of proceeds arrangements,
where
the Partnership's revenues correlate directly with the price of the natural gas
and natural gas liquids sold after processing. The Partnership intends to
execute fixed price swaps for the period from June 2007 through Dec. 31, 2013
to
hedge a significant portion of the Partnership's commodity exposure relative to
these assets.
DCP
Midstream Partners, LP (NYSE: DPM) is a midstream master limited partnership
that gathers, processes, transports and markets natural gas and natural gas
liquids and is a leading wholesale distributor of propane. DCP Midstream
Partners, LP is managed
by its
general partner, DCP Midstream GP, LLC, which is wholly owned by DCP Midstream,
LLC, a joint venture between Spectra Energy and ConocoPhillips. For more
information, visit the DCP Midstream Partners, LP Web site at http://www.dcppartners.com.
This
press release may contain or incorporate by reference forward-looking statements
as defined under the federal securities laws regarding DCP Midstream Partners,
LP, including projections, estimates, forecasts, plans and objectives. Although
management believes that expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations
will
prove to be correct. In addition, these statements are subject to certain risks,
uncertainties and other assumptions that are difficult to predict and may be
beyond our control. If one or more of these risks or uncertainties materialize,
or if underlying assumptions prove incorrect, the Partnership's actual results
may vary materially from what management anticipated, estimated, projected
or
expected. Among the key risk factors that may have a direct bearing on the
Partnership's results of operations and financial condition are:
·
the
level and success of natural gas drilling around our assets and our
ability to connect supplies to our gathering and processing systems
in
light of competition;
·
our
ability to grow through acquisitions, asset contributions from our
parents, or organic growth projects, and the successful integration
and
future performance of such assets;
·
our
ability to access the debt and equity
markets;
·
fluctuations
in oil, natural gas, propane and other NGL prices;
-more-
-
2
-
·
our
ability to purchase propane from our principal suppliers for our wholesale
propane logistics business; and
·
the
credit worthiness of counterparties to our transactions.
Investors
are encouraged to closely consider the disclosures and risk factors contained
in
the Partnership's annual and quarterly reports filed from time to time with the
Securities and Exchange Commission. The Partnership undertakes no obligation
to
publicly update or revise any forward-looking statements, whether as a result
of
new information, future events or otherwise. Information contained in this
press
release is unaudited, and is subject to change.

text:
DCP
MIDSTREAM PARTNERS

text: DCP Midstream Partners, LP

text: Anadarko Petroleum Corporation

text: Mark Borer

text:
DCP
Midstream Partners, LP

text:
DCP Midstream
Partners, LP

text: DCP Midstream Partners, LP

text:
DCP Midstream Partners,
LP


text:
EX-99.1
3
ex991.htm
EX 99.1
SXC Health Solutions
SXC Health solutions COMPLETES
ACQUISITION OF HEALTHTRANS
Lisle, Illinois, January 3, 2012 - SXC Health Solutions Corp. ("SXC" or the "Company") (NASDAQ: SXCI, TSX: SXC), a leading provider of pharmacy benefit management (PBM) services and healthcare information technology (HCIT) solutions to the healthcare benefits management industry, announced today the completion, effective as of January 1, 2012, of its previously disclosed acquisition of HealthTran LLC ("HealthTrans"), a middle-market PBM service company, for a purchase price of $250 million in cash, subject to certain customary post-closing adjustments. The purchase price was funded from SXC's existing cash balance and $100 million in borrowings under its five-year, $350 million unsecured revolving credit facility.
"We are excited to close our acquisition of HealthTrans and bring its services and talent into the SXC fold", said Mark Thierer, Chairman and CEO of SXC. "We believe that the combined strength of the two companies will help fuel SXC's continued growth".
HealthTrans is based in Denver, Colorado, where its operations will remain.
About SXC Health Solutions Corp.
SXC Health Solutions Corp. is a leading provider of pharmacy benefits management (PBM) services and Health Care Information Technology (HCIT) solutions to the healthcare benefits management industry. The Company's product offerings and solutions combine a wide range of PBM services and software applications, application service provider (ASP) processing services and professional services, designed for many of the largest organizations in the pharmaceutical supply chain, such as health plans, employers, federal, provincial, and, state and local governments, pharmacy benefit managers, retail pharmacy chains and other healthcare intermediaries. SXC is headquartered in Lisle, Illinois with multiple locations in the US and Canada. For more information please visit www.sxc.com.
About HealthTrans
HealthTrans is a privately held healthcare management solutions company, formed in 2000 with a diverse customer base that includes managed care organizations (MCOs), pharmacy benefit managers (PBMs), workers' compensation plans, specialty programs, third-party administrators (TPAs), resellers and government-sponsored plans. HealthTrans' full-spectrum of healthcare management products and services include claims processing solutions, full PBM services, medical claims processing, clinical programs, benefits administration services, mail order options and discount healthcare programs. For more information, please visit www.healthtrans.com.
Forward-Looking Statements
Certain statements included herein, including those that express management's expectations or estimates of our future performance, constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. We caution that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause our actual financial results, performance, or achievements to be materially different from our estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation, our dependence on, and ability to retain, key customers; our ability to achieve increased market acceptance for our product offerings and penetrate new markets; consolidation in the healthcare industry; the existence of undetected errors or similar problems in our software products; our ability to identify and complete acquisitions, manage our growth, integrate acquisitions and achieve expected synergies from acquisitions (in the anticipated timeframe or at all); our ability to compete successfully; potential liability for the use of incorrect or incomplete data; the length of the sales cycle for our healthcare software solutions; interruption of our operations due to outside sources; maintaining our intellectual property rights and litigation involving intellectual property rights; our ability to obtain, use or successfully integrate third-party licensed technology; compliance with existing laws, regulations and industry initiatives and future change in laws or regulations in the healthcare industry; breach of our security by third parties; our dependence on the expertise of our key personnel; our access to sufficient capital to fund our future requirements; and potential write-offs of goodwill or other intangible assets. This list is not exhaustive of the factors that may affect any of our forward-looking statements. Other factors that should be considered are discussed from time to time in SXC's filings
with the U.S. Securities and Exchange Commission, including the risks and uncertainties discussed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2010 Annual Report on Form 10-K and subsequent Form 10-Qs, which are available at www.sec.gov. Investors are cautioned not to put undue reliance on forward- looking statements. All subsequent written and oral forward-looking statements attributable to SXC or persons acting on our behalf are expressly qualified in their entirety by this notice. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
Tony Perkins
Investor Relations
SXC Health Solutions Corp.
(630) 577-4871
tony.perkins@sxc.com

text: SXC Health Solutions

text: SXC Health solutions

text: HEALTHTRANS

text: SXC Health Solutions

text: HealthTran

text: HealthTrans

text: HealthTrans

text: Mark Thierer

text: HealthTrans

text: SXC Health Solutions

text: SXC Health Solutions

text: HealthTrans

text: HealthTrans

text: HealthTrans

text: SXC Health Solutions


text:
EX-99.1
6
ex99one.htm
The Special Meeting of Stockholders of Rancher Energy Corp
FOR IMMEDIATE RELEASE:
NEWS
December 24, 2007
OTCBB: ZLUE
Zulu Energy Corp. Completes Botswana Acquisition
DENVER, Colorado - Zulu Energy Corp. (OTCBB: ZLUE) today announced the closing of agreements resulting in Zulu Energy becoming the owner of all of the stock of Nyati Mauritius Limited. Nyati Mauritius' indirect wholly-owned subsidiary, Nyati Energy Resources Botswana (Proprietary) Limited, holds exploration licenses in Botswana. Zulu Energy acquired its interests based on management's belief in the potential for a significant Coalbed Methane project in the lease area.
In connection with the share acquisition, Zulu issued 30 million shares of its common stock and agreed to pay an aggregate of $3 million in cash and to issue a five-year warrant to purchase 15 million shares of Zulu common stock. Zulu must raise a minimum of $5 million in private financing or a portion of the transaction may be rescinded.
Paul Stroud, President and CEO of Zulu Energy, said he is pleased to have concluded the share acquisitions, and that he is making plans to commence exploratory work in Botswana in early 2008. Mr. Stroud noted that additional financing will be required to meet the Company's funding commitments in the share exchange and to pursue the project work in Botswana.
Forward-Looking Statements
This press release includes forward-looking statements as determined by the U.S. Securities and Exchange Commission (the "SEC"). All statements, other than statements of historical facts, included in this press release that address activities, events, or developments that the Company believes or anticipates will or may occur in the future are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include the Company's ability to obtain financing to pay a portion of the acquisition consideration and to fund project work in Botswana, the absence of any proved reserves, the need to obtain governmental approvals to renew the leases and to conduct various operational activities, general economic and business conditions, and other factors over which the Company has little or no control. The Company does not intend (and is not obligated) to update publicly any forward-looking statements. The contents of this press release should be considered in conjunction with the warnings and cautionary statements contained in the Company's filings with the SEC.
Contacts:
Jay Pfeiffer
Pfeiffer High Investor Relations, Inc.
303-393-7044
Satyendra Deshpande
Chief Financial Officer
Zulu Energy Energy Corp.
(716) 400-1664

text: Zulu Energy Corp

text: Zulu Energy Corp.

text: Zulu Energy

text: Nyati Mauritius Limited

text: Zulu Energy

text: Paul Stroud

text: Zulu Energy

text: Satyendra Deshpande

text: Zulu Energy


text:
EX-99.1
4
ccptiiiexhibit991.htm
EXHIBIT 99.1
CCPT III Exhibit 99.01
Exhibit 99.1
Cole Real Estate Investments
2325 E. Camelback Road, Suite 1100
Phoenix, Arizona 85016
FOR IMMEDIATE RELEASE
Cole Credit Property Trust III, Inc. Comments on Withdrawal of Unsolicited Proposal from
American Realty Capital Properties, Inc.
World Class Real Estate Company with Unique Business Strategy
to Deliver Substantial Financial Benefits to Stockholders
Anticipated NYSE Listing in June 2013 Provides Clear Path to Liquidity
PHOENIX, AZ - April 11, 2013 - Cole Credit Property Trust III, Inc. ("CCPT III") today issued the following statement regarding the announcement by American Realty Capital Properties, Inc. (NASDAQ: ARCP) that it has withdrawn its unsolicited proposal to acquire CCPT III:
Recent public activities have highlighted, if nothing else, the industry leading nature and robust value of our portfolio and business model. We thank all of our broker dealers, financial advisors and stockholders for their support. We remain confident that we are extremely well-positioned to drive long-term stockholder value and look forward to our anticipated listing on the New York Stock Exchange in June 2013, which will provide stockholders with a clear path to liquidity.
CCPT III's recently completed acquisition of Cole Holdings Corporation enhances our world class real estate company and provides investors the benefits of owning high-quality, income-producing real estate leased long-term to credit-worthy corporations. CCPT III's portfolio is highly ranked among its peers and compares highly favorably to industry leaders, including:
.
$7.4 billion of gross book assets;
.
99% occupancy rate;
.
42% of rent from investment grade tenants; and
.
12.7 years weighted average lease term.
CCPT III's continuity of high quality leadership and robust sales and marketing platform is expected to yield substantial financial benefits to CCPT III and its stockholders through, among other things, accretive cost savings and EBITDA growth potential, and it has allowed us to raise the current annualized dividend from $0.65 to $0.70 per share. Importantly, CCPT III is delivering such value even before realizing the benefits of its unique business strategy, which includes diversified revenue streams that other funds under the Cole brand contribute, and combines net lease/real estate ownership with an established investment management business to deliver enhanced growth potential to our stockholders.
Goldman, Sachs & Co. and Lazard serve as financial advisors, and Wachtell, Lipton, Rosen & Katz and Venable LLP serve as legal advisors to the Special Committee of the Board of Directors of CCPT III. Morris, Manning & Martin, LLP serves as legal advisor to CCPT III.
Cole Real Estate Investments
2325 E. Camelback Road, Suite 1100
Phoenix, Arizona 85016
About Cole Credit Property Trust III, Inc.
Cole Credit Property Trust III, Inc. is a real estate investment trust that owns and operates a diversified portfolio of core commercial real estate investments primarily consisting of approximately 1,000 necessity retail, office and industrial properties located throughout the United States. CCPT III's portfolio comprises more than 40 million square feet of rentable space located in 47 states, including properties owned through consolidated joint venture arrangements. As of December 31, 2012, the rentable space at these properties was 99% leased.
Additional Information and Where to Find It
This release may be deemed to be solicitation material in respect of the charter amendments to be presented to CCPT III's stockholders for consideration at the 2013 annual stockholders' meeting of CCPT III, as described in the definitive proxy statement CCPT III has filed with the SEC and will mail to stockholders on or about April 12, 2013. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stockholders are able to receive the definitive proxy statement and other relevant documents free of charge at the SEC's web site at www.sec.gov or by directing a written request to CCPT III at 2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016, Attention: Investor Relations.
Forward-Looking Statements
Certain statements contained in this release may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such statements include, in particular, statements about CCPT III's plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of CCPT III's performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may", "will", "would", "could", "should", "expect", "intend", "anticipate", "estimate", "believe", "continue", or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. CCPT III makes no representation or warranty (express or implied) about the accuracy of any such forward-looking statements contained in this release, and does not intend, and undertakes no obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Participants in Solicitation
CCPT III and its directors and executive officers and other members of management may be deemed to be participants in the solicitation of proxies in respect of the charter amendments to be considered at the 2013 annual stockholders' meeting of CCPT III. Information regarding the interests of CCPT III's directors and executive officers in the proxy solicitation is included in CCPT III's definitive proxy statement.
Cole Real Estate Investments
2325 E. Camelback Road, Suite 1100
Phoenix, Arizona 85016
Contacts for Cole Credit Property Trust III, Inc.
Joele Frank / Meaghan Repko / Nick Lamplough
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Paul Caminiti / Brooke Gordon
Sard Verbinnen & Co
(212) 687-8080
Tom Nolan
Great Ink Communications
(212) 741-2977
tom@greatink.com
John Bacon
Cole Holdings Corporation
VP, Marketing
(602) 778-6057
jbacon@colecapital.com

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: Goldman, Sachs & Co.

text: Lazard

text: Wachtell, Lipton, Rosen & Katz

text: Venable LLP

text: CCPT III

text: Morris, Manning & Martin, LLP

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III

text: CCPT III


text:
EX-99.1
2
a04-11268_1ex99d1.htm
EX-99.1
Exhibit 99.1
For more
information, contact:
Linda Ford
DynTek, Inc.
949-798-7215
linda.ford@dyntek.com
DynTek Acquires Redrock Communications
Redrock
Communications Brings Profitable $12 Million Revenue Stream, Expanded
Operations in the Southwest and Extensive Voice-over-IP and IT Security
Capabilities
Irvine,
CA -September 30, 2004- DynTek, Inc. (Nasdaq: DYTK, DYTKP, DYTKW),
a leading provider of technology, management and IT security solutions,
announced today that it has acquired Redrock Communications, a privately-held,
Irvine, Calif.-based IT solution provider specializing in wireless security,
professional services and converged network solutions, such as voice-over-IP
and unified messaging.
With operations in Southern
California and Las Vegas, Nevada, Redrock Communications was an early entrant
into the voice-over-IP market and quickly grew to be a leading provider of
converged network solutions in the Southwest.
For the twelve months ended June 30, 2004, Redrock realized revenues in
excess of $11.5 million, with net income of more than $1 million, which was a
12% increase over the same period in the prior year.
"This accretive transaction
enhances DynTek's critical mass in the Western region, directly contributing to
our top line revenue, profitability and operating structure", said Steve Ross,
DynTek's chief executive officer. "In
addition, Redrock's expertise in emerging technologies, specifically in the
areas of voice-over-IP and wireless security, will strengthen our corporate
capabilities on a national scale. Our
two organizations will be able to leverage our respective experience servicing
industries with an enhanced need for secure technology solutions, such as the
government, financial and gaming sectors".
"DynTek will enable our organization
to rapidly scale our operations in order to meet the needs of our growing
customer base throughout the Southwest", said Bob Murphy, Redrock's
president. "Their extensive network
security capabilities, corporate support structure and public profile augment
to our ability to reach out to new customers and geographies with an enhanced
suite of solutions".
-more-
"The Redrock transaction
squarely meets DynTek's growth strategy to develop market share in selected
regions with significant state and local government opportunities that allow us
to edge out into mid-market commercial enterprises, and increase opportunities
with strategic vendor partners", stated Robert Webber, DynTek's chief financial
officer. "Through organic growth and
acquisition activity, we will further expand our capabilities in strategic
areas, such as security and converged network solutions, and integrate
companies that have profitable operations and the ability to add accretive
value to our core business".
Specific terms of the
transaction, which include cash, shares of DynTek stock, and an earn-out based
on Redrock future performance, were not disclosed.
About
DynTek
DynTek is a leading provider of dynamic
technology, management and cyber security solutions to states, local
governments and commercial organizations.
Our broad range of services is designed to help organizations meet their
critical business needs through the effective and innovative use of technology. Each of our offerings incorporates an
approach and methodology derived from over 18 years of experience in the
assessment, design, implementation, management and support of secure technology
solutions. For more information, visit
www.dyntek.com.
#
# #
Forward-Looking
Statements
This press
release contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered
by the safe harbors created thereby.
Investors are cautioned that certain statements in this release are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and involve known and unknown risks,
uncertainties and other factors. Such
uncertainties and risks include, among others, success in reaching target
markets for services and products in a highly competitive market and the
ability to attract future customers, the ability to finance and sustain
operations, including the ability to maintain the Textron Factoring Facility
and/or the amended Laurus Funds Note when either becomes due, respectively, or
to replace it with alternative financing, the ability to raise equity capital
in the future, despite historical losses from operations, the ability to
fulfill the Company's obligations to third parties, and ability to resolve
successfully certain ongoing litigation over contract performance, the size and
timing of additional significant orders and their fulfillment, the ability to
turn contract backlog into revenue and net income, the continuing desire of
state and local governments to outsource to private contractors, the ability to
successfully implement an acquisition growth strategy, the performance of governmental services,
the ability to develop and upgrade our technology, and the continuation of
general economic and business conditions that are conducive to governmental
outsourcing of service performance and the acquisition of other services and
products. The Company has no obligation
to publicly release the results of any revisions, which may be made to any
forward-looking statements to reflect anticipated or unanticipated events or
circumstances occurring after the date of such statements.
2

text: DynTek, Inc.

text: DynTek

text: Redrock Communications

text:
Redrock
Communications

text: DynTek, Inc.

text: Redrock Communications

text: Redrock Communications

text: DynTek

text: DynTek

text: DynTek

text: DynTek

text: DynTek

text: DynTek

text: DynTek

text: DynTek


text:
EX-99
2
ex99-1form8k_080905.txt
EXHIBIT 99.1
EXHIBIT 99.1
------------
[NEXEN LOGO OMITTED]
NEXEN INC.
801 - 7th Ave SW
Calgary, AB Canada T2P 3P7
T 403 699-4000
F 403 699-5776
www.nexeninc.com
NEWS RELEASE
NEXEN SELLS CANADIAN OIL AND GAS PROPERTIES FOR $946 MILLION
CALGARY, July 4, 2005 /PRNewswire-FirstCall via COMTEX/ -- Nexen Inc. is
finalizing agreements to sell conventional oil and gas properties in southeast
Saskatchewan, northwest Saskatchewan, northeast British Columbia and the Alberta
foothills for approximately $946 million before closing adjustments. At December
31, 2004, the properties had proved reserves of approximately 49 million boe and
proved plus probable of 64 million boe. In the first quarter of 2005, the
properties produced 18,300 boe/d and generated approximately $47 million of cash
flow. The sales are expected to close this summer with a gain totaling
approximately $300 million (before tax) in the third quarter. No current taxes
will be payable on these transactions.
"We are pleased with the value for the oil and gas assets and the progress on
monetizing of our chemicals division", said Charlie Fischer, Nexen's President
and CEO. "Proceeds will reduce the debt we incurred when purchasing Buzzard and
other assets in the North Sea in late-2004. Buzzard will come onstream in
late-2006, and at its peak, will add approximately 85,000 boe/d of production
and $1.4 billion in annual cash flow, assuming a US$40/bbl WTI".
Nexen Inc. is an independent, Canadian-based global energy and chemicals
company, listed on the Toronto and New York stock exchanges under the symbol
NXY. We are uniquely positioned for growth in the UK North Sea, deep-water Gulf
of Mexico, Athabasca oil sands of Alberta, Middle East and offshore West Africa.
We add value for shareholders through successful full-cycle oil and gas
exploration and development and leadership in ethics, integrity and
environmental protection. Tristone Capital and TD Securities acted as advisors
to Nexen on this transaction.
FORWARD LOOKING STATEMENTS
Certain statements in this report constitute "forward-looking statements" within
the meaning of the United States Private Securities Litigation Reform Act of
1995, Section 21E of the United States Securities Exchange Act of 1934, as
amended, and Section 27A of the United States Securities Act of 1933, as
amended. Such statements are generally identifiable by the terminology used such
as "intend", "plan", "expect", "estimate", "budget", "outlook" or other similar
words, and include statements relating to future production associated with our
Long Lake, North Sea and West Africa projects.
The forward-looking statements are subject to known and unknown risks and
uncertainties and other factors which may cause actual results, levels of
activity and achievements to differ materially from those expressed or implied
by such statements. Such factors include, among others: market prices for oil
and gas and chemicals products; the ability to explore, develop, produce and
transport crude oil and natural gas to markets; the results of exploration and
development drilling and related activities; foreign-currency exchange rates;
economic conditions in the countries and regions where Nexen carries on
business; actions by governmental authorities including increases in taxes,
changes in environmental and other laws and regulations; renegotiations of
contracts; and political uncertainty, including actions by insurgent or other
armed groups or other conflict. The impact of any one factor on a particular
forward-looking statement is not determinable with certainty as such factors are
interdependent upon other factors, and management's course of action would
depend on its assessment of the future considering all information then
available. Any statements as to possible commerciality, development plans,
capacity expansions, drilling of new wells, ultimate recoverability of reserves,
future production rates, cash flows or ability to execute on the disposition of
assets or businesses, and changes in any of the foregoing are forward-looking
statements.
Although we believe that the expectations conveyed by the forward-looking
statements are reasonable based on information available to us on the date such
forward-looking statements were made, no assurances can be given as to future
results, levels of activity and achievements. Readers should also refer to Items
7 and 7A in our 2004 Annual Report on Form 10-K for further discussion of the
risk factors.
Cautionary Note to U.S. Investors - The United States Securities and Exchange
Commission (SEC) permits oil and gas companies, in their filings with the SEC,
to discuss only proved reserves that are supported by actual production or
conclusive formation tests to be economically and legally producible under
existing economic and operating conditions. In this press release, we may refer
to "recoverable reserves", "probable reserves" and "recoverable resources" which
are inherently more uncertain than proved reserves. These terms are not used in
our filings with the SEC. Our reserves and related performance measures
represent our working interest before royalties, unless otherwise indicated.
Please refer to our Annual Report on Form 10-K available from us or the SEC for
further reserve disclosure.
Cautionary Note to Canadian Investors - Nexen is required to disclose oil and
gas activities under National Instrument 51-101- Standards of Disclosure for Oil
and Gas Activities (NI 51-101). However, the Canadian securities regulatory
authorities (CSA) have granted us exemptions from certain provisions of NI
51-101 to permit US style disclosure. These exemptions were sought because we
are a US Securities and Exchange Commission (SEC) Registrant and our securities
regulatory disclosures, including Form 10-K and other related forms, must comply
with SEC requirements. Our disclosures may differ from those Canadian companies
who have not received similar exemptions under NI 51-101.
Please read the "Special Note to Canadian Investors" in Item 7A in our 2004
Annual Report on Form 10-K, for a summary of the exemption granted by the CSA
and the major differences between SEC requirements and NI 51-101. The summary is
not intended to be all-inclusive nor to convey specific advice. Reserve
estimation is highly technical and requires professional collaboration and
judgement. The differences between SEC requirements and NI 51-101 may be
material.
Our probable reserves disclosure applies the Society of Petroleum
Engineers/World Petroleum Council (SPE/WPC) definition for probable reserves.
The Canadian Oil and Gas Evaluation Handbook states there should not be a
significant difference in estimated probable reserve quantities using the
SPE/WPC definition versus NI 51-101.
In this press release, we refer to oil and gas in common units called barrel of
oil equivalent (boe). A boe is derived by converting six thousand cubic feet of
gas to one barrel of oil (6mcf:1bbl). This conversion may be misleading,
particularly if used in isolation, since the 6mcf:1bbl ratio is based on an
energy equivalency at the burner tip and does not represent the value
equivalency at the well head.
SOURCE Nexen Inc.
Kevin Finn, Vice President, Investor Relations and Corporate Communications,
(403) 699-5166; Grant Dreger, CA, Manager, Investor Relations, (403) 699-5273;
801 - 7th Ave SW, Calgary, Alberta, Canada, T2P 3P7, www.nexeninc.com
http://www.prnewswire.com
Copyright (C) 2005 PR Newswire. All rights reserved.
News Provided by COMTEX

text: NEXEN

text: NEXEN INC.

text: NEXEN

text: Nexen Inc.

text: Nexen

text: Nexen Inc.

text: Tristone Capital

text: TD Securities

text: Nexen

text: Nexen

text: Nexen

text: Nexen Inc.

text: Kevin Finn