text:
EX-99.1
6
exhibit99-1.htm
EXHIBIT 99.1
U.S. Geothermal Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
December 15, 2015
TRADING SYMBOLS:
In the U.S.: NYSE MKT:
HTM
and in
Canada: TSX:
GTH
U.S. GEOTHERMAL INC. ACQUIRES
MAJORITY OF GOLDMAN
SACHS INTEREST IN RAFT RIVER POWER
PLANT
.
Unlocks Project Upside
.
Increases Cash Flow
BOISE, Idaho
- (NYSE MKT:
HTM;
TSX:
GTH
)
U.S. Geothermal Inc., is pleased to announce that it has acquired from Goldman
Sachs the majority of their cash flow interest in and ownership of the Raft
River geothermal project. U.S. Geothermal will receive 95% of the cash flow from
the project on a going forward basis, along with all increased cash flow from
any project improvements. The purchase price was $5.1 million for the 95%
interest, with an option to purchase the balance of Goldman's interest for Fair
Market Value at the end of 2017.
"This agreement with Goldman Sachs is a strong positive for our
company." said Dennis Gilles, CEO of U.S. Geothermal. "It unlocks the ability to
consider capital upgrades that should increase output from the facility and
potentially reach its design capacity of 13 megawatts. It strengthens our
commitment to becoming the North American leader in geothermal energy".
The purchase price consisted of a $3.5 million cash payment
plus a promissory note of $1.6 million that bears interest at 8%. Under the
promissory note agreement, $1 million of the note may be satisfied with shares
of U.S. Geothermal common stock priced at the 10 day weighted average closing
price of the common stock at time of conversion if not otherwise paid in cash by
March 31, 2016. U.S. Geothermal will file a resale registration statement
covering the shares to be issued in satisfaction of the promissory note.
The Raft River Geothermal Power Plant is located in Southeast
Idaho and has a designed capacity of 13 megawatts net. The project is currently
operating at approximately 9.4 megawatts. Power from the facility is sold under
a firm price, 25 year contract with Idaho Power Company which allows for the
full 13 megawatt output. Reservoir modeling indicates that the geothermal
reservoir can support the full 13 megawatt contract. Plans are under
consideration to drill for additional production to increase plant output to its
full contract limit.
The promissory note and the shares issuable upon conversion
have not been registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an
exemption from registration. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction.
Website
:
www.usgeothermal.com
NYSE MKT
:
HTM
TSX
: GTH
"We are also encouraged by the increasing focus on climate
change and renewable energy" said Mr Gilles. "Geothermal is 24/7 baseload power
and has significant advantages over wind and solar. We are seeing legislators
paying closer attention to reducing emissions and expect a ready market for our
pipeline of development projects as we bring them on stream".
About U.S. Geothermal Inc.:
U.S. Geothermal Inc. is a
leading and profitable renewable energy company focused on the development,
production and sale of electricity from geothermal energy. The company is
currently operating geothermal power projects at: Neal Hot Springs, Oregon, San
Emidio, Nevada and Raft River, Idaho for a total power generation of
approximately 45 MWs. The company is also developing projects at: the Geysers,
California; a second phase project at San Emidio, Nevada; the El Ceibillo
project located near Guatemala City, Guatemala; and at Crescent Valley, Nevada.
U.S. Geothermal's growth strategy is to reach 200 MWs of generation by 2020
through a combination of internal development and strategic acquisitions.
FOR ADDITIONAL INFORMATION PLEASE CONTACT:
Saf
Dhillon - Investor Relations
U.S. Geothermal Inc.
Tel: 866-687-7059
saf@usgeothermal.com
Please visit our Website at:
http://www.usgeothermal.com
The information provided in this news release may contain
forward-looking statements within the definition of the Safe Harbor provisions
of the US Private Securities Litigation Reform Act of 1995. Readers are
cautioned to review the risk factors identified by the company in its filings
with US and Canadian securities agencies. All statements, other than statements
of historical fact, included herein, without limitation, statements relating to
the future operating or financial performance of U.S. Geothermal, are
forward-looking statements. Forward-looking statements are frequently, but not
always, identified by words such as "expects", "anticipates", "believes",
"intends", "estimates", "potential", "possible", and similar expressions, or
statements that events, conditions, or results "will", "may", "could", or
"should" occur or be achieved. These forward-looking statements may include
statements regarding perceived merit of properties; interpretation of the
results of well tests; project development; resource megawatt capacity; capital
expenditures; timelines; strategic plans; or other statements that are not
statements of fact. Forward-looking statements involve various risks and
uncertainties. There can be no assurance that such statements will prove to be
accurate, and actual results and future events could differ materially from
those anticipated in such statements. Important factors that could cause actual
results to differ materially from U.S. Geothermal's expectations include the
uncertainties involving the availability of financing in the debt and capital
markets; uncertainties involved in the interpretation of results of well tests;
the need for cooperation of government agencies in the development and operation
of properties; the need to obtain permits and governmental approvals; risks of
construction; unexpected cost increases, which could include significant
increases in estimated capital and operating costs; and other risks and
uncertainties disclosed in U.S. Geothermal's Annual Report on Form 10-K for the
year ended December 31, 2014 filed with the United States Securities and
Exchange Commission and Canadian securities regulatory authorities and in other
U.S. Geothermal reports and documents filed with applicable securities
regulatory authorities from time to time. Forward-looking statements are based
on management's expectations, beliefs and opinions on the date the statements
are made. U.S. Geothermal Inc. assumes no obligation to update forward-looking
statements if management's expectations, beliefs, or opinions, or other factors,
should change.
The NYSE MKT and the TSX do not accept responsibility for the
adequacy of this release.
U.S. Geothermal Inc.
390 E Parkcenter Blvd, Ste 250, Boise, ID
83706
208-424-1027
www.usgeothermal.com

text: U.S. Geothermal Inc.

text:
GTH
U.S. GEOTHERMAL INC.

text:
GOLDMAN
SACHS

text: U.S. Geothermal Inc.

text:
Goldman
Sachs

text: Goldman Sachs

text: Dennis Gilles

text: U.S. Geothermal Inc.

text: U.S. Geothermal Inc.

text: U.S. Geothermal Inc.

text: U.S. Geothermal Inc.

text: U.S. Geothermal Inc.


dataset: buster

text:
EX-99.1
3
a13-20817_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Relations Contact:
Isabell Novakov, 214-252-4029
PlainsCapital Corporation
inovakov@plainscapital.com
Media Contact:
Carol Towne, 214-252-4142
PlainsCapital Corporation
ctowne@plainscapital.com
PlainsCapital Bank Acquires Edinburg, TX-Based First National Bank
DALLAS (Sept. 13, 2013)- Hilltop Holdings Inc. (NYSE: HTH) announced today that its subsidiary, PlainsCapital Bank, has entered into a purchase and assumption agreement with the FDIC to assume substantially all of the liabilities and purchase substantially all of the assets of Edinburg, TX-based First National Bank. The transaction is structured as a whole bank purchase and assumption agreement with loss share coverage. PlainsCapital Bank assumed all deposits and will open all branches during normal business hours under its name.
Based on April 19, 2013 balances of First National Bank, PlainsCapital Bank purchased at book value approximately $2.6 billion of assets and assumed approximately $2.4 billion of liabilities. Under the terms of this transaction, PlainsCapital Bank assumed all deposits and did not pay a deposit premium to the FDIC. PlainsCapital Bank bid an asset discount of $260 million. This transaction is expected to be immediately accretive to earnings.
The loss share coverage is based on a 3 tranche structure for the covered loans and other real estate owned. The FDIC will reimburse PlainsCapital Bank for 80 percent, 0 percent and 80 percent of the losses it incurs on all covered assets for tranche 1, 2 and 3, respectively.
Hilltop Holdings previously has bid on failed banks through FDIC-assisted transactions, but this is the first successful acquisition. First National Bank's deposit franchise and expansive branch network allows PlainsCapital Bank to further develop its Texas footprint. This transaction also allows PlainsCapital Bank to enter the Rio Grande Valley, Houston, Corpus Christi, Laredo and El Paso markets, among others.
"The First National Bank transaction provides an extension of PlainsCapital Bank's franchise into new Texas markets and strengthens our franchise in markets that we are already serving. We previously have bid on other failed bank transactions and are excited about the opportunity we have in our first FDIC-assisted acquisition", said Jeremy B. Ford, president and CEO of Hilltop Holdings. "We envision a smooth transition for both customers and employees as we integrate First National Bank into PlainsCapital Bank's strong platform and culture".
First National Bank will be integrated into PlainsCapital Bank, and First National Bank's branches will reopen as PlainsCapital Bank branches during normal business hours. All former First National Bank customers will be able to conduct banking business as usual. Depositors of First National Bank will become depositors of PlainsCapital Bank, and deposits will continue to be insured by the FDIC up to the maximum permitted by law. Depositors may access their accounts as usual through automated teller
machine transactions, checks, online banking and debit card transactions. Checks drawn on First National Bank will continue to be processed, and loan customers should continue to make their customary payments, until they are notified otherwise. Customers may continue banking as usual and feel confident that their deposits are secure.
Upon completion of the transaction, Hilltop Holdings and PlainsCapital Bank will remain well capitalized. Regulatory approval of the transaction was simultaneous with the announcement.
Wachtell, Lipton, Rosen & Katz served as legal counsel to Hilltop Holdings and PlainsCapital Bank.
About Hilltop Holdings
Hilltop Holdings is a Dallas-based financial holding company. Through its wholly owned subsidiary, PlainsCapital Corporation, a regional commercial banking franchise, it has three operating subsidiaries: PlainsCapital Bank, PrimeLending, and First Southwest. Through Hilltop Holdings' other wholly owned subsidiary, National Lloyds Corporation, it provides property and casualty insurance through two insurance companies, National Lloyds Insurance Company and American Summit Insurance Company. At June 30, 2013, Hilltop employed approximately 4,000 people and operated approximately 350 locations in 43 states. Hilltop's common stock is listed on the New York Stock Exchange under the symbol "HTH." Find more information at Hilltop-Holdings.com and PlainsCapital.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Hilltop Holdings' actual results, performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and, except as required by law, Hilltop Holdings does not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements about acquisitions, future financial and operating results, the company's plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the benefits from the First National Bank acquisition may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which we operate; (ii) changes in the default rate of loans; (iii) changes in the interest rate environment; (iv) cost and availability of capital; (v) changes in state and federal laws, regulations or policies, including changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act; (vi) participation in governmental programs; (vii) severe catastrophic events in our geographic area, and (viii) the application of purchase accounting, as well as the approval of new, or changes in, accounting policies and principles. For more information, see the risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2012 and other reports filed with the Securities and Exchange Commission.
Source: Hilltop Holdings Inc.

label: organization

text: PlainsCapital Bank

text: First National Bank

text: Hilltop Holdings Inc.

text: PlainsCapital Bank

text: FDIC

text: First National Bank

text: PlainsCapital Bank

text: First National Bank

text: PlainsCapital Bank

text: PlainsCapital Bank

text: FDIC

text: PlainsCapital Bank

text: FDIC

text: PlainsCapital Bank

text: First National Bank

text: PlainsCapital Bank

text: PlainsCapital Bank

text: First National Bank

text: PlainsCapital Bank

label: person

text: Jeremy B. Ford

text: First National Bank

text: PlainsCapital Bank

text: First National Bank

text: PlainsCapital Bank

text: First National Bank

text: PlainsCapital Bank

text: First National Bank

text: First National Bank

text: PlainsCapital Bank

text: FDIC

text: First National Bank

text: PlainsCapital Bank

text: Wachtell, Lipton, Rosen & Katz

text: PlainsCapital Bank

text: PlainsCapital Bank

text: First National Bank

text: Hilltop Holdings 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-99.1
4
a17-16875_1ex99d1.htm
EX-99.1
Exhibit 99.1
PHH Corporation Announces Results of Tender Offers and Consent Solicitations as of the Early Tender Deadline
MOUNT LAUREL, N.J.-July 3, 2017-PHH Corporation (NYSE: PHH) ("PHH" or the "Company") today announced results as of the Early Tender Deadline (as defined below) of its previously announced cash tender offers (the "Offers") and consent solicitations (the "Consent Solicitations"), with respect to any and all of its outstanding 7.375% Senior Notes Due 2019 (the "2019 Notes") and 6.375% Senior Notes Due 2021 (the "2021 Notes" and, together with the 2019 Notes, the "Notes") and the entry into the Supplemental Indentures (as defined below) with respect to the Notes.
The Offers and the Consent Solicitations are described in and were made pursuant to the terms and conditions set forth in the offer to purchase and consent solicitation statement dated June 19, 2017 (the "Offer to Purchase and Consent Solicitation Statement"). Capitalized terms used in this release and not defined herein have the meanings given them in the Offer to Purchase and Consent Solicitation Statement.
As of 5:00 p.m., New York City time, on June 30, 2017 (the "Early Tender Deadline"), (i) $177,454,000 aggregate principal amount of the 2019 Notes had been validly tendered and not withdrawn, which represented approximately 64.53% of the outstanding aggregate principal amount of the 2019 Notes, and (ii) $318,407,000 aggregate principal amount of the 2021 Notes had been validly tendered and not withdrawn, which represented approximately 93.65% of the outstanding aggregate principal amount of the 2021 Notes. On July 3, 2017, the Company accepted for purchase and payment all of the Notes that were validly tendered and not withdrawn on or prior to the Early Tender Deadline.
Following receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding 2019 Notes, on July 3, 2017, the Company executed a fourth supplemental indenture to the indenture governing the 2019 Notes (the "2019 Supplemental Indenture"), and following receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding 2021 Notes, on July 3, 2017, the Company executed a fifth supplemental indenture to the indenture governing the 2021 Notes (the "2021 Supplemental Indenture" and, together with the 2019 Supplemental Indenture, the "Supplemental Indentures"). The Supplemental Indentures reflect the Proposed Actions (as defined in the Offer to Purchase and Consent Solicitation Statement), which eliminate or modify substantially all of the restrictive covenants as well as certain events of default and other provisions contained in each of the indentures governing the Notes, give effect to the consent to the Sales (as defined in the Offer to Purchase and Consent Solicitation Statement) and waive any potential default that may occur resulting from the Sales. The Supplemental Indentures will become operative upon payment by the Company with respect to the Notes, which is expected to be the date hereof. The Supplemental Indentures will bind all holders of the Notes, including those that do not give their consent.
Holders of Notes who tendered their 2019 Notes on or prior to the Early Tender Deadline will receive $1,100.00 per $1,000 principal amount of the 2019 Notes validly tendered (which included the early tender payment of $30.00 per $1,000 principal amount of the 2019 Notes), plus any accrued and unpaid interest from the most recent interest payment date for the 2019 Notes to, but not including, July 3, 2017. Holders of Notes who tendered their 2021 Notes on or prior to the Early Tender Deadline will receive $1,031.88 per $1,000 principal amount of the 2021 Notes validly tendered (which included the early tender payment of $30.00 per $1,000 principal amount of the 2021 Notes), plus any accrued and unpaid interest from the most recent interest payment date for the 2021 Notes to, but not including, July 3, 2017. The Company will settle the transactions on the date hereof.
Holders who validly tender their 2019 Notes after the Early Tender Deadline, but on or prior to 11:59 p.m., New York City time, on July 17, 2017, unless extended or earlier terminated by the Company (the "Expiration Date"), shall receive the tender offer consideration equal to $1,070.00 per $1,000 principal amount of the 2019 Notes, plus any accrued and unpaid interest on the 2019 Notes from the most recent interest payment date for the 2019 Notes to, but not including, the payment date for such Notes. Holders who validly tender their 2021 Notes after the Early Tender Deadline, but on or prior to the Expiration Date, shall receive the tender offer consideration equal to $1,001.88 per $1,000 principal amount of the 2021 Notes, plus any accrued and unpaid interest on the 2021 Notes from the most recent interest payment date for the 2021 Notes to, but not including, the payment date for such Notes.
The Consent Solicitations remain open for the submission of consents by holders of the Notes until the Expiration Date. Notes tendered pursuant to the Offers and the Consent Solicitations may no longer be withdrawn because the withdrawal rights expired on the date hereof when the Supplemental Indentures were executed. Subject to applicable law, the Company may extend, amend or terminate an Offer and Consent Solicitation.
Citigroup Global Markets Inc. ("Citigroup") and Credit Suisse Securities (USA) LLC ("Credit Suisse") are the Dealer Managers in connection with the Offers and the Consent Solicitations. For additional information regarding the terms of the Offers and the Consent Solicitations, please contact: Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Credit Suisse at (800) 820-1653 (toll free) or (212) 325-2476 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, which is acting as the information agent and tender agent for the Offers and the Consent Solicitations, at (866) 470-4200 (toll-free).
This press release does not constitute a Consent Solicitation and shall not be deemed a solicitation of consents with respect to any other securities of the Company.
About PHH Corporation
Headquartered in Mount Laurel, New Jersey, PHH Corporation is a leading provider of end-to-end mortgage solutions through its subsidiary, PHH Mortgage. Its outsourcing model and proven expertise, combined with a strong commitment to operational excellence and customer service, has enabled PHH Mortgage to become one of the largest non-bank originators and servicers of residential mortgages in the United States. PHH Mortgage provides mortgage solutions for the real estate market and financial institutions, and offers home financing directly to consumers. For additional information, please visit www.phh.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, forward looking-statements are not based on historical facts but instead represent only our current beliefs regarding future events. All forward-looking statements are, by their nature, subject to risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements. Such statements may be identified by words such as "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could".
You should understand that forward-looking statements are not guarantees of performance or results and are preliminary in nature. You should consider the areas of risk described under the heading "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in our periodic reports filed with the SEC, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, in connection with any forward-looking statements that may be made by us or our businesses generally. Such periodic reports are available in the "Investors" section of our website at http://www.phh.com and are also available at http://www.sec.gov. Except for our ongoing obligations to disclose material information under the federal securities laws, applicable stock exchange listing standards and unless otherwise required by law, we undertake no obligation to release publicly any updates or revisions to any forward-looking statements or to report the occurrence or non-occurrence of anticipated or unanticipated events.
PHH Corporation
Investors
Hugo Arias, (856) 917-0108
hugo.arias@phh.com
or
Media
Dico Akseraylian, (856) 917-0066
dico.akseraylian@phh.com

text: PHH Corporation

text: PHH Corporation

text: Citigroup Global Markets Inc.

text: Credit Suisse Securities (USA) LLC

text: PHH Corporation

text: PHH Corporation

text: PHH Corporation


text:
EX-99.1
6
ex99-1.htm
EXHIBIT 99.1
Cardinal Energy Group, Inc. Completes Powers-Sanders
Acquisition
Purchase Expands Acreage by 385 Acres and
Brings Total Aggregate Oil Production to 41 BOPD
Dublin OH, March 6, 2014
- Cardinal
Energy Group, Inc. (OTCQB: CEGX) is pleased to announce that it has finalized the previously announced Purchase Sale Agreement
to acquire the Powers-Sanders Lease located in Shackelford County, Texas. This prospect contains 385 acres and 5 producing oil
wells. Combined with the Dawson-Conway lease this acquisition increases the Company's acreage by approximately 385 acres
and production by 31 BOPD. This brings the total aggregate acreage in Texas to 1,003 acres, 46 wells and aggregate oil production
to 41 BOPD.
"This acquisition significantly expands
our production, exiting wells and the prospective development well targets in our core Texas market", stated Timothy Crawford,
CEO of Cardinal Energy. "According to our plan, we will rework the producing wells to increase their production as we explore
the other zones overlying the producing formation on this prospect. There are 3 other zones behind pipe that have production potential
by perforating the other zones and then co-mingling the new zone production with each well's existing output to significantly
increase each well's overall production. We also intend to drill additional development wells into the known producing formations.
With our experience gained from the Dawson-Conway lease reworks in Shackelford County, we are confident in our ability to increase
the current production, cash flow and returns on this prospect".
Forward Looking Statements
In connection with the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995, Cardinal Energy Group, Inc., is hereby providing cautionary statements
identifying important factors that could cause our actual results to differ materially from those projected in forward-looking
statements (as defined in such act). Any statements that are not historical facts and that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through
the use of words or phrases such as "will likely result", "are expected to", "will continue,"
"is anticipated", "estimated", "intends", "plans", "believes" and "projects")
may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those
expressed in the forward-looking statements. These statements include, but are not limited to, our expectations concerning our
ability to obtain financing and close on the acquisition of the oil and gas leases and property, our beliefs concerning our ability
to increase the rate of oil and gas production, and the expected demand, pricing and operating results for our oil and gas operations.
About Cardinal Energy Group, Inc.
Cardinal Energy Group, Inc. is
a U.S producer of oil and natural gas within the United States. The Company is based in Dublin, Ohio. Cardinal focuses on known
formations that have significant proven reserves remaining that can be produced economically. Cardinal targets fields with wells
that may need remediation due to neglect or undercapitalization. We select prospects that offer a strong up-side for production.
The upside we seek in a prospect is twofold - it must have the potential to be restarted or have its current production
increased using newer technology and remediation methods and; it must also have additional lease acreage which can be further
developed by completing development wells adjacent to existing producing wells. Cardinal exploits these undervalued assets by
acquiring a majority working interest in the prospect and then applies the Company's calculated development plan. Cardinal
also seeks acquisitions of over-leveraged companies when there is a clear upside from their purchase based on strong commodity
prices. The Company operates throughout the Continental United States. More information on Cardinal Energy Group, Inc. is available
at
www.cegx.us
.
Contact:
MZ North America
Ted Haberfield
President
Tel: +1-760-755-2716
Email: thaberfield@mzgroup.us
Web:
www.mzgroup.us

text: Cardinal Energy Group, Inc.

text: Powers-Sanders

text:
Cardinal
Energy Group, Inc.

text: Powers-Sanders

text: Timothy Crawford

text: Cardinal Energy Group, Inc.

text: Cardinal Energy Group, Inc.

text: Cardinal Energy Group, Inc.

text: Cardinal Energy Group, Inc.

text: Ted Haberfield


text:
EX-99.1
7
f8k032910ex99i_fund.htm
PRESS RELEASE
f8k042010ex99i_fund.htm
Exhibit 99.1
FUND.COM ACQUIRES WESTON CAPITAL MANAGEMENT
Fund.com Expands its Operations to Include Originating, Developing and Distributing
Hedge Funds and Actively Managed ETFs
NEW YORK, NY- March 30. 2010
- Fund.com, Inc., (OTCBB: FNDM - News) announced here today that effective as of March 29, 2010, it has acquired Weston Capital Management, LLC, an originator and distributor of hedge funds.
Founded in 1993 and headquartered in West Palm Beach FL, Weston Capital earns fees on assets exceeding $1.0 billion under management. It has three lines of business: it originates and markets fund of funds; it originates and markets single-manager hedge funds; and it raises capital to seed new hedge funds. In 2010, Weston Capital and Harcourt AG formed a strategic alliance for investment manager identification and fund seeding. Harcourt, a $4.5 billion alternative investments manager that is owned by Vontobel Group, the $70 billion Swiss banking group, is a leading global advisor of alternative investments for institutional investors.
Weston Capital founder Albert Hallac continues as CEO of Weston Capital, directing its day-to-day operations and business strategy. In addition, Fund.com Chairman Joseph J. Bianco will become Chairman of Weston Capital. Weston Capital also has offices in London and New York City.
Fund.com CEO Gregory Webster and Weston Capital CEO Albert Hallac stated, "We believe with the Weston Capital operations when aligned with Fund.com's majority interest in AdvisorShares, a developer and marketer of actively managed ETFs, Fund.com will be able to significantly accelerate increases of assets under management since it now has the ability to seed, originate and distribute hedge funds as well as seed, originate, develop and distribute actively traded ETFs to institutional and retail investors. AdvisorShares, Bethesda, MD, is one of the few companies that has been able to obtain approval from the US Securities and Exchange Commission to create actively managed ETFs. The ETF sector has assets more than $1 trillion and is the fastest growing segment of the fund management industry".
Webster added, "With Weston Capital's proven capability to seed new fund products, combined with its seasoned global institutional sales force, Fund.com is now positioned to capture revenue streams from an array of hedge fund and actively managed ETFs. Importantly, Weston has the global institutional relationships that can capitalize on AdvisorShares patent-pending exchange-traded fund platform as well as powerful distribution capability among institutions worldwide".
AdvisorShares CEO Noah Hamman said, "Weston and AdvisorShares are perfectly complimentary and we are looking forward to working with Weston to originate ETFs as well as help other managers launch their own ETFs and to market our actively managed ETFs to institutions worldwide with the expertise of Weston Capital's established sales force. These activities will greatly expand our footprint in the rapidly growing market of actively traded ETFs".
Hallac said, "Weston anticipates that with greater resources and an entry to the fast-growing ETF market, we will offer our existing and potential clients a broader range of financial investment opportunities. In particular, we see great potential for growing our assets under management and related fee income by expanding our seeding platform to include the origination and development of new actively managed ETFs".
Under the Harcourt strategic alliance, Weston Capital and Harcourt will seed and develop new hedge fund businesses via Weston Capital's incubation platform. The alliance combines Weston's extensive experience in early stage hedge fund investing and marketing with Harcourt's proven investment expertise in global manager selection, due diligence and risk management.
1
Since January 2004, Weston Capital's hedge fund seeding platform (via the Weston-Atlas Partners Fund and the Weston Capital Partners Fund II) has provided sponsor capital for 13 emerging hedge fund managers. Weston intends to raise $250 million for its third incubation fund, Partners III, which will seed both hedge funds and actively managed ETFs, with Harcourt providing investment infrastructure and risk management.
About Fund.com
A diversified financial services company, New York City-based Fund.com, which has assets of $1 billion under management, focuses on the origination, seeding and formation of both actively managed ETFs and hedge funds through its wholly owned subsidiary Weston Capital Management, based in West Palm Beach, FL and its majority-owned subsidiary, AdvisorShares, Bethesda, MD, which is one of the few companies that has an exemption from the Securities and Exchange Commission to create actively managed ETFs. Fund.com markets globally to retail and institutional investors.
Other operations: an ETF and mutual fund online information resource, www.fund.com; online education programs for investors and businesses; and a strategic equity investment in a professional employer organization that provides services to small and medium businesses, including 401k retirement plans and other services.
About Weston Capital Management
Weston Capital Management LLC and its affiliates are an alternative investment group founded in 1993. Based in West Palm Beach, FL, with offices in New York, and London, Weston currently employs more than 25 professionals worldwide, managing in excess of $1 billion. For further information, please visit www.westoncapital.com.
About AdvisorShares
AdvisorShares is a turnkey platform for investment managers seeking to offer their investment strategy in an actively managed ETF. AdvisorShares works with best-of-breed money managers to combine their money management expertise with the benefits the ETF structure provides. AdvisorShares provides sales, marketing and educational support to help financial advisors use AdvisorShares ETFs to help them achieve their clients' investment goals and objectives. AdvisorShares is a leader in actively managed ETFs and is dedicated to investor education. For further information, please visit www.advisorshares.com.
Forward-Looking Statements:
Statements in this press release regarding future performance and the potential advantages of the products and services provided by Fund.com, and any other statements about future expectations, beliefs, goals, plans, or prospects expressed constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "will", "believes", "plans", "anticipates", "expects", "estimates", and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual performance or events to differ materially from those indicated by such forward-looking statements including the Company's limited operating history and economic conditions generally. Additional information on potential factors that could affect results and other significant risks and uncertainties are detailed from time to time in Fund.com's periodic reports, including Forms 10-K, 10-Q, 8-K, and other forms filed with the Securities and Exchange Commission.
PR/Media Relations for Fund.Com:
Stern & Co.
Richard Stern, 212-888-0044
richstern@sternco.com
2

text: FUND.COM

override: organization

label: fund

text: WESTON CAPITAL MANAGEMENT

override: fund

text: Fund.com

text: Fund.com, Inc.

text: Weston Capital Management, LLC

text: Fund.com

text: Fund.com

text: Fund.com

text: Fund.com

text: Fund.com

text: Fund.com

text: Fund.com

text: Weston Capital Management

text: Fund.com

text: Weston Capital Management

text: Fund.com

text: Fund.com

text: Fund.Com


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
Contacts:
Tara Spiess
TS Communications Group, LLC
(215) 218-4371
spiess@biotechirpr.com
Aphton Announces Closing of Igeneon Acquisition
Philadelphia, PA March 24, 2005
Aphton Corporation (NASDAQ: APHT), a biopharmaceutical
company focused on the development of immunotherapies for the treatment of cancer, announced the formal completion of its acquisition of Igeneon AG, a biopharmaceutical company based in Vienna, Austria. Pursuant to the agreement, Igeneon equity
holders will receive an aggregate of 21.5 million shares of Aphton common stock in exchange for 100% of the equity of Igeneon. Igeneon AG will become a wholly owned subsidiary of Aphton Corporation.
"This acquisition is a key component of Aphton's strategy to create an innovative
global oncology company", said Patrick Mooney, M.D., Chief Executive Officer of Aphton. "We believe the addition of Igeneon's people, products and research capabilities will provide us with the depth and experience to expand our
current capacity and are a complement to Aphton's people and programs".
"The acquisition of Igeneon by Aphton is an important event for both companies", stated Dr. Manfred Ruediger, Chief Executive Officer of Igeneon. "We expect that the resulting organization will provide a unique opportunity to
advance the pipeline we have developed at Igeneon and it will also enable us a global platform for our products".
Strategic Pipeline
Aphton continues to focus its efforts on broadening and progressing its research and development pipeline. An important element of this strategy is the addition of Igeneon products, IGN101, a cancer vaccine designed
to induce an immune response against EpCAM positive tumor cells, and IGN311, a fully humanized antibody against the Lewis Y antigen. Igeneon also has a diverse pipeline of pre-clinical and clinical products including active and passive
immunotherapies. Aphton believes that immunotherapies may have certain advantages over other targeted therapies by including specificity that may lead to better efficacy and decreased toxicities for patients.
About IGN101
IGN101 is a cancer vaccine designed to induce an immune response against EpCAM positive tumor cells. IGN101 is an off-the-shelf product consisting of the murine
anti-EpCAM monoclonal antibody 17 1-A adsorbed on aluminum hydroxide. EpCAM is a cell surface glycoprotein present in normal epithelia cells and over-expressed in the majority of epithelial cancers; these cancers account for approximately 70% of all
cancers. IGN101 is intended to selectively destroy disseminated and circulating tumor cells and thus may slow or prevent the formation and growth of metastases.
IGN101 is currently in a randomized, double-blind Phase II/III trial for patients with advanced non-small cell lung cancer. The trial is being evaluated as a
monotherapy conducted in approximately 750 patients.
About IGN311
IGN311 is a humanized monoclonal antibody against the Lewis Y
carbohydrate antigen, a blood group related oligosaccharide. Lewis Y is expressed on approximately 70% of all epithelial cancers and its expression on adult normal tissues is very restricted; hence IGN311 has the potential to target a broad range of
carcinomas. IGN311 is designed to exert clinical effects by destruction of tumor cells by activation of effector functions and by selective growth inhibition via functional receptors. IGN311 is currently in Phase I clinical trials.
About Aphton
Aphton Corporation, headquartered in Philadelphia, Pennsylvania is a clinical stage biopharmaceutical company focused on developing targeted
immunotherapies for cancer. Aphton's products seek to neutralize hormones involved in the growth and proliferation of cancers as well as other diseases. Aphton's lead product, InsegiaTM (G17DT immunogen) is currently in development both as a monotherapy for pancreatic cancer and in combination with chemotherapy for the treatment of gastric
cancer. Aphton has strategic alliances with sanofi-aventis for the development and commercialization of Insegia related to cancers of the gastrointestinal system and other cancers in North America and Europe; Daiichi Pure Chemicals for the
development, manufacturing and commercialization of gastrin-related diagnostic kits; and Xoma for treating gastrointestinal and other gastrin-sensitive cancers using anti-gastrin monoclonal and other antibodies. For more information about Aphton or
its programs please visit Aphton's website at www.aphton.com.
Safe Harbor
This press release includes forward-looking
statements, including statements about: (1) the impact of the Igeneon acquisition on Aphton's operations, research capabilities and capacity; (2) Aphton's belief regarding the strength of Igeneon's product portfolio and such
portfolio's ability to complement Aphton's product portfolio; (3) Aphton's intent to broaden and progress its research and development pipeline; (4) Aphton's belief that immunotherapies have certain advantages over targeted
therapies; and (5) Aphton's expectation regarding the purpose and effectiveness of IGN101 and IGN311. These forward-looking statements may be affected by the
risks and uncertainties inherent in the drug development process and in Aphton's and Igeneon's business. This information is qualified in its
entirety by cautionary statements and risk factor disclosure contained in Aphton's Securities and Exchange Commission filings, including Aphton's report on Form 10-K filed with the Commission on March 16, 2005. Aphton wishes to caution
readers that certain important factors may have affected and could in the future affect Aphton's beliefs and expectations and could cause the actual results to differ materially from those expressed in any forward-looking statement made by or
on behalf of Aphton. These risk factors include, but are not limited to, (1) Aphton's ability to identify and realize anticipated cost efficiencies and to reduce the combined cash burn rate, (2) Aphton's ability to fund the further
development of its research and development, (3) Aphton's ability to successfully identify and consummate opportunities to broaden and progress its research and development pipeline, (4) scientific developments regarding immunotherapies, (5)
Aphton's ability to successfully integrate Igeneon's operations and product portfolio with Aphton's operations and product portfolio, and (6) the actual design, results and timing of preclinical and clinical studies for both
companies' products and product candidates.
SOURCE: APHTON
CORPORATION

text: Aphton

text: Igeneon

text: Aphton Corporation

text: Igeneon AG

text: Igeneon

text: Aphton

text: Igeneon

text: Igeneon AG

text: Aphton

text: Aphton

text: Aphton

text: Igeneon

text: Aphton

text: Igeneon

text: Aphton

text: Manfred Ruediger

text: Igeneon

text: Igeneon

text: Aphton

text: Igeneon

text: Igeneon

text: Aphton

text: Aphton

text: Aphton Corporation

text: Aphton

text: Aphton

text: Aphton

text: Aphton

text: Aphton

text: Igeneon

text: Aphton

text: Aphton

text: Igeneon

text: Aphton

text: Aphton

text: Aphton

text: Aphton

text: Aphton

text: Igeneon

text: Aphton

text: Aphton

text: Aphton

text: Aphton

text: Aphton

text: Aphton

text: Aphton

text: Aphton

text: Aphton

text: Igeneon

text: Aphton

text:
APHTON
CORPORATION


text:
EX-99.1
2
v096192_ex99-1.htm
Unassociated Document
Contact:
Paul
Dickard (Media)
(201)
573-3120
Joe
Fimbianti (Analysts)
(201)
573-3113
Ingersoll-Rand
Completes Sale of Bobcat, Utility Equipment and
Attachments
Business Units for $4.9 Billion
Hamilton,
Bermuda, November 30, 2007
-Ingersoll-Rand
Company Limited (NYSE:IR) today announced that it has completed the sale of
its
Bobcat, Utility Equipment and Attachments business units to Doosan Infracore
for
gross proceeds of approximately $4.9 billion, and net cash proceeds of
approximately $3.75 billion.
The
combined businesses manufacture and sell compact equipment, including skid-steer
loaders, compact track loaders, mini-excavators and telescopic tool handlers;
portable air compressors, generators, and light towers; general-purpose light
construction equipment; and attachments. For full-year 2006 these businesses
collectively generated approximately $2.6 billion in revenues. The sale includes
manufacturing facilities in Gwinner and Bismarck, North Dakota; Carrollton,
Georgia; Litchfield, Minnesota; Petersburg, Virginia; Wujiang, China; Dobris,
Czech Republic; Lyon and Pontchateau, France; Slane, Ireland; and Tredegar,
Wales. The businesses employ approximately 5,700 people worldwide.
"With
the
sale of Bobcat, Utility Equipment and Attachments, Ingersoll Rand has become
a
true diversified industrial company, positioned to deliver consistent financial
performance over the long term and across all phases of the economic cycle,"
said Herbert L. Henkel, chairman, president and chief executive officer.
"Collectively,
this transaction and the sale of our Road Development business in April 2007
generated net cash proceeds of approximately $4.8 billion. We
will
continue to use a balanced approach in our investment priorities of organic
growth, acquisitions and share repurchases. We prefer to use the proceeds of
the
sale to augment profitable growth by funding innovation and new-product
development efforts and to make acquisitions that enhance our strategic business
platforms".
-more-
-2-
This
news
release includes "forward-looking statements" that involve risks, uncertainties
and changes in circumstances, which may cause actual results, performance or
achievements to differ materially from anticipated results, performance or
achievements. Political, economic, climatic, currency, tax, regulatory,
technological, competitive, and other factors could cause actual results to
differ materially from those anticipated in the forward-looking statements.
Additional information regarding these risk factors and uncertainties is
detailed from time to time in the company's SEC filings, including but not
limited to its report on Form 10-Q for the quarter ended September 30,
2007.
Ingersoll
Rand is a global diversified industrial firm providing products, services and
solutions to transport and protect food and perishables, secure homes and
commercial properties, and enhance industrial productivity and efficiency.
Driven by a 100-year-old tradition of technological innovation, we enable
companies and their customers to create progress.
For
more
information, visit www.ingersollrand.com.
#
#
#

text: Ingersoll-Rand

text:
Ingersoll-Rand
Company Limited

text: Doosan Infracore

text: Ingersoll Rand

text: Herbert L. Henkel

text:
Ingersoll
Rand


text:
EX-99.1
3
vbhi_ex99z1.htm
PRESS RELEASE
Exhibit 99.1
Verde Bio Holdings, Inc. Announces New Acquisition of Mineral and Royalty Interest
--Acquisition Includes Revenue Producing Interests in the DJ Basin of Wyoming-
FRISCO, TEXAS, April 15, 2021 (GLOBE NEWSWIRE) -- via
NewMediaWire
-- Verde Bio Holdings, Inc. (OTC: VBHI), a growing oil and gas Company, today announced that it continues to execute on its business plans of acquiring revenue producing property by adding mineral and royalty interests held by a private seller for a purchase price of $497,764 in cash. The interest acquired by Verde currently produces approximately $8,000 per month in revenue and Verde is entitled to the cash flow from production attributable to the acquisition beginning on or after April 1, 2021.
As mentioned in our previous press releases, the Company continues to build a diversified, revenue producing portfolio of high-quality assets. The Company has holdings in Wyoming, Texas, Colorado, West Virginia, Louisiana and Oklahoma. Today's announcement brings the total number of acquisitions to twelve for Verde to date. Current expected combined revenue from the acquisitions is approximately $46,000 per month or more than $450,000 on an annualized basis once the company is in pay status on all properties.
The interest being acquired covers approximately 52 royalty acres in a 1600-acre drilling unit located in Laramie County, Wyoming and is operated by best-in-class EOG Resources. Currently, there are eight wells producing out of laterals ranging from 10,260 feet to 12,640 in stacked pay from the Niobrara and Codell formations. The transaction represents Verde's fifth acquisition in the prolific DJ Basin.
Scott Cox, CEO of Verde, said, "We are excited about the interests being acquired through this acquisition. This is a great oil producing addition to our portfolio and we are proud to have built a Company which is creative and flexible enough to take advantage of these deals which require an accelerated timeline for closing." Mr. Cox added, "We have great confidence in these assets, as well as the DJ Basin as a whole, and we look forward to jointly benefiting as they continue to operate and develop the resource. EOG is a great operator, and we are pleased with what they are doing in this area with stacked pay production. We have high hopes for this property and its future".
"Deals like this continue to confirm our business plan of acquiring diversified minerals and royalties and building a portfolio while taking advantage of the historic buyer's market in the industry currently. We remain focused on executing our business plan and creating long-term value for our shareholders. Through our balanced approach of capital raising and acquisitions, we have begun to build a highly diversified portfolio of revenue producing interests and look forward to continuing to build on these through future strategic acquisitions", Mr. Cox concluded.
About Verde Bio Holdings, Inc.
Verde Bio Holdings, Inc. (OTC: VBHI), is a growing U.S. Energy Company based in Frisco, Texas, engaged in the acquisition and development of high-growth mineral rights and select non-operated working interests in premier U.S. basins. Verde currently owns producing mineral, royalty and over-riding royalty interests in the Denver-Julesburg Basin of Colorado and Wyoming, the Haynesville Shale of Louisiana, the Anadarko Basin of Oklahoma, the Delaware and Permian Basin of Texas and the Marcellus and Utica shales in West Virginia. The Company is focused on providing strong shareholder returns through asset growth generated by our acquisitions of revenue producing assets.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this press release that are not strictly historical are "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. These statements involve a high degree of risk and uncertainty, are predictions only and actual events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include the uncertainty regarding viability and market acceptance of the Company's products and services, the ability to complete software development plans in a timely manner, changes in relationships with third parties, product mix sold by the Company and other factors described in the Company's most recent periodic filings with the Securities and Exchange Commission, including its 2019 Annual Report on Form 10-K and quarterly reports on Form 10-Q.
Contact:
Paul Knopick E & E Communications
pknopick@eandecommunications.com
940.262.3584

text: Verde Bio Holdings, Inc.

text: Verde Bio Holdings, Inc.

text: private seller

text: Verde

text: Verde

text: Verde

text: Verde

text: Scott Cox

text: Verde

text: Verde Bio Holdings, Inc.

text: Verde Bio Holdings, Inc.

text: Verde


text:
EX-99.10
11
a06-19137_1ex99d10.htm
EX-99.10
Exhibit 99.10
N E W S R
E L E A S E
For
Immediate Release
Contact:
HemaCare Corporation
Robert S. Chilton,
Executive Vice President and Chief Financial Officer
877-310-0717
www.hemacare.com
RELEASE
DATE: Tuesday, August 29, 2006
HEMACARE ANNOUNCES ACQUISITION OF
TERAGENIX CORPORATION
LOS ANGELES - - - HemaCare Corporation (OTC Bulletin Board: HEMA.OB) today
announced it has completed the purchase of privately-owned Teragenix
Corporation of Fort Lauderdale, Florida.
Teragenix, which had 2005 sales of $5 million and pre tax profit of
about $600,000, is a provider of human biological samples, quality control
products and clinical trial management services. The acquisition is expected to be immediately
accretive to earnings. It represents a
significant step in furthering HemaCare's strategy to expand product and
service offerings for biotechnology, pharmaceutical and other research-focused
organizations.
Teragenix was acquired in exchange for a combination of cash, notes,
assumed debt and HemaCare common stock valued at $4.8 million. Approximately $2.3 million in cash and stock will
be paid immediately, subject to working capital adjustments, plus $700,000 in
notes and assumed debt, and $1.8 million will be paid over time as part of a
potential earn-out with specific earnings targets. Earn-out payments to the owners of Teragenix,
both of whom are members of the management team and who will continue to
operate the business, are due in installments based on financial results through
2008. A detailed description of the
terms will be filed in the Company's Form 8-K.
"We are delighted that Teragenix and its operating team will be joining
HemaCare", stated Judi Irving, President and Chief Executive Officer. "Teragenix
has established a world wide network of clinical partners that
- more -
21101 Oxnard Street,
Woodland Hills, CA 91367
·
Phone 818.226.1968
·
Fax 818.251.5300
provide it with a unique
ability to collect and document biological samples essential for biomedical
research. The research segment is a
logical extension of our core blood products business and our strategic
intention is to continue growing research sales both organically and through
acquisition".
HemaCare will be holding an interactive investor conference call on Tuesday,
August 29, 2006 at 2:00 PM (Eastern Daylight Time). To participate, please dial 800-309-8563 and
ask to join the HemaCare Acquisition Conference Call. A recording will be available two hours
following the call through midnight, September 5, 2006 that can be replayed by
calling 800-642-1687, ID number 5434267. A web cast of the conference
call will also be available via the Company website (www.hemacare.com) after September
5, 2006.
ABOUT HEMACARE CORPORATION
Founded in 1978, HemaCare is a provider of blood
products and services to the healthcare industry in the U. S. HemaCare is licensed by the FDA and
accredited by the AABB. The Company
focuses on providing cost effective, high quality solutions to organizations
with a need for blood-related products and services.
This press
release contains "forward-looking statements" under the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995 (Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended.) Statements
herein that are not historical facts are forward-looking statements pursuant to
the safe harbor provisions referenced above. You may also identify
forward-looking statements by use of the words "anticipates", "expects", "intends,"
"plans" and similar expressions.
Forward-looking statements are inherently subject to risks and
uncertainties some of which cannot be predicted or quantified. Such risks and uncertainties include, without
limitation the Company's ability to continue or maintain the improvement in the
revenues and margins of its blood products or blood services segment;, its
ability to continue to control general and administrative expenses as a percent
of sales; the need to successfully complete its operating plan to improve
profits; the potential loss of the Company's lines of credit; the potential
inability of the Company to meet future capital needs; changing demand for
blood products could affect profitability; market prices might not rise as
costs increase; competition may cause a loss of customers and an increase in
costs; operations depend on obtaining the services of qualified medical
professionals and competition for their services is strong; declining blood donations;
the Company's dependence on reimbursement rates of third party providers;
targeted partner blood drives involve higher collection costs; reliance on
relatively few vendors for significant supplies and services could affect the
Company's ability to operate; limited access to insurance; the competitive
advantage enjoyed by not-for-profit companies; potential changes in the
healthcare industry; future technology for blood collection and blood
replacement; the impact of heavy regulation in the Company's industry;
potential liability for undetected blood pathogens and other product safety and
liability concerns; environmental risks associated with biohazardous
substances; the threat of business interruption due to terrorism and the
security measures taken in response to terrorism; the provisions of the Company's
charter documents that might delay or prevent an acquisition or sale of the
Company; lack of liquidity and market risk associated with OTC Bulletin Board
stocks; strategy to acquire companies may result in unsuitable acquisitions or
failure to successfully integrate acquired companies, which could lead to
reduced profitability; volatility in stock price; potential dilution that could
result from future sales of the Company's common stock; and the other risks and
uncertainties discussed from time to time in the documents HemaCare files with
the Securities and Exchange Commission. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to be correct.
Consequently, future events and actual results could differ materially from
those set forth in, contemplated by, or underlined in the forward-looking
statements contained herein. The Company
undertakes no obligation to update any of these forward-looking statements to
reflect actual results or events or circumstances after the date hereof.
###
21101 Oxnard Street,
Woodland Hills, CA 91367
·
Phone 818.226.1968
·
Fax 818.251.5300

text: HemaCare Corporation

text: HEMACARE

text: TERAGENIX CORPORATION

text: HemaCare Corporation

text:
Teragenix
Corporation

text: Teragenix

text: HemaCare

text: Teragenix

text: HemaCare

text: Teragenix

text: Teragenix

text: HemaCare

text: Judi Irving

text: Teragenix

text: HemaCare

text: HemaCare

text: HEMACARE CORPORATION

text: HemaCare

text: HemaCare

text: HemaCare


text:
EX-99.1
2
ex991.htm
EXHIBIT 99.1
Exhibit 99.1
Exhibit
99.1
Progress
Energy completes sale of natural gas assets
RALEIGH,
N.C. (October 2, 2006
)
-
Progress Energy [NYSE: PGN] today announced completion of the sale of Winchester
Energy and its associated natural gas businesses to a wholly owned subsidiary
of
Texas-based EXCO Resources Inc. for approximately $1.16 billion in cash (subject
to customary closing and post-closing adjustments).
As
announced in July, net proceeds from the sale will be used to reduce
debt.
"Completing
this transaction is a significant step toward accomplishing our goal of reducing
debt at the holding company level by $1.3 billion by the end of 2007", said Bob
McGehee, chairman and CEO of Progress Energy. "This was the right time for our
company to exit the gas exploration and production business. We were able to
capitalize on favorable market conditions while substantially increasing value
over the invested capital and lowering the company's risk profile".
The
sale
includes Progress Energy's holdings in Winchester Production Company,
Westchester Gas Company, Texas Gas Gathering and Talco Midstream Assets.
Specific assets include more than 325 Bcfe of proved natural gas reserves,
more
than 500 producing wells and more than 350 miles of pipelines and gathering
lines and other related assets, all located in east Texas and
Louisiana.
Progress
Energy, headquartered in Raleigh, N.C., is a Fortune 250 diversified energy
company with more than 23,000 megawatts of generation capacity and $10 billion
in annual revenues. The company's holdings include two electric utilities
serving approximately 3 million customers in North Carolina, South Carolina
and
Florida. Progress Energy's nonregulated operations include energy marketing.
Progress Energy is the 2006 recipient of the Edison Electric Institute's Edison
Award, the industry's highest honor, in recognition of its operational
excellence. In 2005, the company also received the prestigious J.D. Power and
Associates Founder's Award for dedication, commitment and sustained improvement
in customer service. For more information about Progress Energy, visit the
company's Web site at progress-energy.com.
*
* *
This
document contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
The
forward-looking statements involve estimates, projections, goals, forecasts,
assumptions, risk and/or uncertainties that could cause actual results or
outcomes to differ materially from those expressed in the forward-looking
statements.
These
and other risk factors are detailed from time to time in our SEC
reports.
###

text:
Progress
Energy

text: Progress Energy

text: EXCO Resources Inc.

text: Progress Energy

text: Progress Energy

text:
Progress
Energy

text: Progress Energy

text: Progress Energy

text: Progress Energy


text:
EX-99
2
beru.txt
Immediate Release
Contact: Mary Brevard, 248-373-2406
A&B FD (PR for BorgWarner):
Ivo Lingnau, +49 (0)69 92037 133
BORGWARNER HOLDS 69.42% OF BERU SHARES
Auburn Hills, Michigan, February 15, 2005 - BorgWarner Inc.
(NYSE: BWA) announced today that, through BorgWarner
Germany GmbH, it holds a total of 69.42% of the outstanding
shares of Beru AG after the completion of the additional
tender offer period in Germany on February 10, 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.
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 61
locations in 17 countries. Customers include Ford, DaimlerChrysler,
General Motors, Toyota, Honda, Hyundai/Kia, Caterpillar, Navistar
International, Renault/Nissan, Peugeot, VW/Audi and BMW.
Additional Information
BorgWarner Germany GmbH, a wholly-owned subsidiary of BorgWarner Inc.
(the "Company"), has completed, in accordance with German law, a public
tender offer (the "Tender Offer") for all of Beru AG's remaining outstanding
stock. This Tender Offer was not 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 was not to be accepted by any such use,
means, instrumentality or facility involving or from within the United
States, and United States persons were not to have the Tender Offer
available to them, directly or indirectly, within the United States.
Accordingly, information regarding the Tender Offer was not meant for
publication or distribution in or into the United States nor did it
represent an extension of a tender offer into the United States.
This communication is for information purposes 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 Inc.

text: Beru AG

text: Beru AG

text: BorgWarner Inc.

text: BorgWarner Inc.

text: Beru AG


text:
EX-99.1
3
a201910028-kex991pressrele.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
NEWS RELEASE
For Immediate Release:
October 2, 2019
STERLING CONSTRUCTION COMPLETES ACQUISITION OF PLATEAU EXCAVATION, INC. AND ENTERS INTO NEW CREDIT AGREEMENT
THE WOODLANDS, TX - October 2, 2019 - Sterling Construction Company, Inc. (NasdaqGS: STRL) ("Sterling" or "the Company") today announced that it has completed the previously announced acquisition of Plateau Excavation, Inc. and its related entities (collectively "Plateau"), a leading specialty contractor based in Austell, GA, for $400 million; $375 million in cash and $25 million in Sterling Common Stock and seller notes. The Company also announced that it has replaced their existing $85 million term loan with a new $475 million Credit Agreement led by BMO Capital Markets Corp., as Joint Lead Arranger and Joint Book Runner, and BMO Harris Bank N.A., as Administrative Agent.
Plateau serves large, blue-chip customers in the e-commerce, data center, distribution center, warehousing, and energy sectors. They are a leading provider of large-scale site infrastructure improvement contracting services and are the largest excavating contractor in the Southeastern U.S. Plateau has approximately 800 employees throughout its region of operation. Plateau's leadership team, including founder and CEO Greg Rogers and COO Brad Carroll will remain with the company.
"We are extremely excited to complete this acquisition and begin work with Plateau and their management team", said Joe Cutillo, CEO of Sterling. "This acquisition is yet another step in the transformation of Sterling Construction and it directly aligns with our strategic vision, with a focus on both margin and adjacent market expansion. Not only does Plateau operate in an exciting and quickly growing market segment, but they also have a demonstrated culture of success and profitability that aligns with our key tenets of bid discipline and a focus on bottom-line growth. The new combined company also allows us to capitalize on new geographies in a rapidly growing Southeastern United States, as well as the ability to leverage some of our own equipment for new Plateau endeavors in the Texas area. We expect the acquisition to be immediately accretive, and we will update our guidance to reflect this during our third quarter earnings call. We are looking forward to capitalizing on the opportunities Plateau adds to our operating portfolio as we endeavor to drive profitable growth and increased shareholder value in 2020 and beyond".
Credit Facility
The Plateau acquisition was financed under a new Credit Agreement, which provides senior secured debt in the total amount of $475 million, comprised of a $400 million term loan and a $75 million revolving credit facility. The debt will mature on October 2, 2024. In addition to funding the Plateau acquisition, a portion of the new credit facility will be used to terminate the Company's previous credit agreement with funds managed by Oaktree Capital Management, L.P. ("Oaktree") and pay the outstanding borrowings together with the prepayment premium on this term loan in the amount of $71 million.
Ron Ballschmiede, CFO of Sterling Construction, stated, "Our new credit agreement provides us with a significant improvement in interest rate relative to our prior credit facility, and represents a turning point in the transformation of this company as it represents a return to a more traditional capital structure and gives us greater financial flexibility to fund Sterling's growth. This new term loan and revolver enable us to complete the Plateau acquisition and will allow us to execute on our strategic vision effectively and efficiently. We would like to thank Oaktree for the support they have shown us over the last few years which was very important for the stabilization and growth of our Company".
Sterling Construction Company, Inc.
Sterling Construction Company, Inc. ("Sterling" or "the Company"), a Delaware corporation, is a construction company that specializes in heavy civil infrastructure construction and infrastructure rehabilitation as well as residential construction projects, primarily in Arizona, California, Colorado, Hawaii, Nevada, Texas, Utah and other states in which there are feasible construction opportunities. Heavy civil construction projects include highways, roads, bridges, airfields, ports, light rail, water, wastewater and storm drainage systems, foundations for multi-family homes, commercial concrete projects and parking structures. Residential construction projects include concrete foundations for single-family homes.
This press release includes certain statements that fall within the definition of "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Any such statements are subject to risks and uncertainties, including overall economic and market conditions, federal, state and local government funding, competitors' and customers' actions, and weather conditions, which could cause actual results to differ materially from those anticipated, including those risks identified in the Company's filings with the Securities and Exchange Commission. Accordingly, such statements should be considered in light of these risks. Any prediction by the Company is only a statement of management's belief at the time the prediction is made. There can be no assurance that any prediction once made will continue thereafter to reflect management's belief, and the Company does not undertake to update publicly its predictions or to make voluntary additional disclosures of nonpublic information, whether as a result of new information, future events or otherwise.
Contact:
Sterling Construction Company, Inc.
Ron Ballschmiede, Chief Financial Officer
281-214-0800
Investor Relations Counsel:
The Equity Group Inc.
Fred Buonocore, CFA 212-836-9607
Mike Gaudreau 212-836-9620

text: STERLING CONSTRUCTION

text: PLATEAU EXCAVATION, INC.

text: Sterling Construction Company, Inc.

text: Plateau Excavation, Inc.

text: Joe Cutillo

text: Sterling Construction

text: Oaktree Capital Management, L.P.

text: Ron Ballschmiede

text: Sterling Construction

text: Sterling Construction Company, Inc.

text: Sterling Construction Company, Inc.

text: Sterling Construction Company, Inc.

text: Ron Ballschmiede


text:
EX-99.1
2
ex991.htm
EXHIBIT 99.1
Exhibit 99.1
Exhibit
99.1
XFONE
USA COMPLETES MERGER WITH
I-55
INTERNET SERVICES AND I-55 TELECOMMUNICATIONS, INC.
JACKSON,
MS and HAMMOND, LA. - (PR NEWSWIRE
)
-
April 3, 2006
-
XFONE,
Inc. (AMEX:XFN), an international diversified communications services company,
today announced the completion of its mergers with both I-55 Internet Services,
Inc. and I-55 Telecommunications, LLC. into its wholly-owned subsidiary XFONE
USA, Inc.
In
exchange for all of the capital stock of I-55 Internet, the Company issued
a
total of 789,863
shares
of
common stock valued at $2,380,178. The Company also issued 603,939
warrants
with an exercise price of $3.31
for
a
value of $1,284,722, based on a Black Scholes option pricing model.
In
consideration of the merger with I-55 Telecommunications, LLC, XFONE
issued 223,702 shares of common
stock with a value of $671,687, and also issued 79,029
warrants
with an exercise price of $3.38
for
a
value of $166,667, based on a Black Scholes options pricing model. Additional
details of the mergers can be found in an associated 8K to be filed with the
U.S. Securities & Exchange Commission.
"Although
we have been working side-by-side with I-55 since fall of last year pursuant
to
our management agreements, we are pleased to formally welcome the companies
to
the XFONE organization. Moreover, working with them to overcome the devastation
caused by Hurricane Katrina has led to a deep and abiding respect for the entire
I-55 team, which makes this merger that much more significant to us. With I-55
aboard, XFONE USA's growth potential is greatly enhanced and provides us with a
very formidable platform from which to aggressively cross-sell our bundled
services to our expanded customer base, while pursuing increased share of the
telecommunications market in the U.S. gulf coast region", stated Wade Spooner,
Chief Executive Officer of XFONE USA, Inc.
I-55
Internet, a corporation organized under the laws of the State of Louisiana,
is
one of the largest privately held Internet Service Providers (ISP) in the
Southeast region of the United States. Established in 1996 and headquartered
in
Hammond, Louisiana, I-55 Internet serves both residential and commercial
customers in Louisiana, Mississippi and Alabama, offering a full complement
of
Internet services, including digital high speed access, dial-up access, email
services, professional web development, web hosting and co-location and
networking services.
I-55
Telecommunications was built to provide businesses with all the advantages
of
competition - higher service quality, competitive pricing and technological
advancements. Operating as a fully licensed, facility-based CLEC, I-55
Telecommunications currently provides service to commercial clients in second
and third-tier markets in Louisiana and Mississippi where there are fewer
competitors than in larger metropolitan areas. The Company, with a next
generation class 5 switching solution, offers state-of-the-art
telecommunications products - voice, data and Internet - all from a single
source, on one affordable bill. Its infrastructure is based on the latest
developments in network operations, engineered to provide businesses with
cutting edge products and truly exceptional customer service.
Guy
Nissenson, Chief Executive Officer of XFONE, Inc., added, "Execution of these
key acquisitions represent a notable step forward in XFONE's global growth
strategy and considerably strengthens our foothold in the U.S. marketplace.
Further enhanced by our recent asset purchases of Canufly.net and EBI Comm,
XFONE USA will represent a sizable revenue contributor to our
Company."
-1-
About
XFONE USA, Inc.
Headquartered
in Jackson, Mississippi, XFONE USA is a fully integrated communications company
providing residential and business customers with high quality local, long
distance and data/Internet solutions throughout the Southeastern United States.
Combined with telephony services, XFONE USA also
provides CATV and high speed Internet services to planned communities and
multi-dwelling apartment communities, utilizing integrated multi-media offerings
- combining digital voice, data and video services over broadband technologies
-
all on one single itemized bill.
About
XFONE, Inc.
A
U.S.-domiciled corporation, XFONE is an international voice and data
communications services provider with operations in the United Kingdom, the
United States and Israel, and offers a wide range of services which include:
international and long distance telephone services, prepaid calling cards;
cellular services and reselling opportunities. The Company serves customers
in
75 countries across Europe, Australia, North America, South America, Asia and
Africa.
This
press release contains forward-looking statements. The words or phrases
"should", "would be", "will allow", "intends to", "will likely result", "are
expected to", "will continue", "is anticipated", "estimate", "project", or
similar expressions are intended to identify "forward-looking statements".
The
Company's financial results reflected above should not be construed by any
means
as representative of the current or future value of its common stock. All
information set forth in this press release, except historical and factual
information, represents forward-looking statements. This includes all statements
about the company's plans, beliefs, estimates and expectations. These statements
are based on current estimates and projections, which involve certain risks
and
uncertainties that could cause actual results to differ materially from those
in
the forward-looking statements. These risks and uncertainties include issues
related to rapidly changing technology and evolving standards in the industries
in which the Company and its subsidiaries operate; the ability to obtain
sufficient funding to continue operations, maintain adequate cash flow,
profitably exploit new business, and license and sign new agreements; the
unpredictable nature of consumer preferences; and other factors set forth in
the
Company's most recently filed annual report and registration statement. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which reflect management's analysis only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward-looking statements
to
reflect events or circumstances that arise after the date hereof. Readers should
carefully review the risks and uncertainties described in other documents that
the Company files from time to time with the Securities and Exchange
Commission.
For
More Information, Please Contact:
At
XFONE, Inc.
Alon
Mualem, Chief Financial Officer,
011-972-39254446
or via email at alonm@xfone.com
Or
Elite
Financial Communications Group
Dodi
Handy, 407-585-1080 or via email at xfn@efcg.net
At
XFONE USA
Ted
Parsons, Executive Vice President/CMO
601-420-6461
or via email at ted.parsons@xfoneusa.com
-2-

text: XFONE

text:
I-55
INTERNET SERVICES

text: I-55 TELECOMMUNICATIONS, INC.

text:
XFONE,
Inc.

text:
I-55 Internet Services,
Inc.

text: I-55 Telecommunications, LLC.

text: XFONE

text: XFONE

text: XFONE

text: XFONE

text: Wade Spooner

text: XFONE

text:
Guy
Nissenson

text: XFONE, Inc.

text: XFONE

text: XFONE

text: XFONE

text: XFONE

text: XFONE

text: XFONE, Inc.

text: XFONE

text: XFONE, Inc.

text:
Alon
Mualem

text: XFONE


text:
EX-99
17
vedo8k-20050419ex99_1.htm
EXHIBIT 99.1 PRESS RELEASE
Exhibit 99.1 Press Release
Exhibit 99.1
[Letterhead of VillageEDOCS]
FOR IMMEDIATE RELEASE -
VillageEDOCS Acquires Resolutions
Delivers on Business Information Delivery
Growth Strategy Adding E-Forms and Imaging / Archive Capabilities to Solution
Suite
TUSTIN, California - April
15, 2005
- VillageEDOCS (OTCBB:
VEDO
)
today announced the acquisition of privately held
Resolutions, a leading provider of E-Forms and Image / Archive solutions.
This acquisition
strengthens VillageEDOCS' competitive positioning by creating a more
comprehensive Business Information Delivery suite of solutions. With the
addition of Resolutions, VillageEDOCS now provides Business Information
Delivery services, E-Forms, and Imaging / Archive solutions in a broad range of
markets. Resolutions' offerings complement our MessageVision and Tailored
Business Systems solutions.
"As IT
departments grapple to provide comprehensive business information delivery
solutions to thwart security risks, comply with regulations, and instill
confidence in customers and partners, the natural response is to favor
holistic, integrated solutions that enable the enterprise to rapidly adapt to
fluid business dynamics", said Mason Conner, President and CEO of
VillageEDOCS.
"VillageEDOCS'
commitment to delivering fully integrated and comprehensive information business
delivery solutions to its customers is synonymous with our mission at Resolutions,"
said Alex Riess, CEO of Resolutions. Mr. Riess continued, "Our customers
will benefit from this strategic move not only as we combine the strengths of
our product offerings with Tailored Business Systems and MessageVision solution
suites, but also as we grow together in our commitment to delivering
high-quality services and products to our existing and expanding customer
bases."
The combined
companies expect to be able to take advantage of a number of revenue synergies
by expanding marketing opportunities through:
expanding
exciting, effective offerings to our combined customer bases;
integrating
E-Forms and imaging / archive capabilities through the MessageVision and Tailored
Business Systems offerings; and,
taking
advantage of the increased scale and momentum provided by this
acquisition.
"We are excited about the opportunities the combined
companies create to enhance our ability to drive long-term value to our stockholders,"
said Michael Richard, Chief Financial Officer of VillageEDOCS. "We continue to pursue acquisitions that fit our
strategic vision".
About
Resolutions
Resolutions
provides products for document management, archiving, document
imaging, imaging software, document scanning, e-mail archiving,
document imaging software, electronic forms, document archiving, and e-mail archiving.
Resolutions solutions are intended to help companies manage the entire life
cycle of business critical information, whether it is to be printed,
distributed, emailed, faxed, archived, imaged or just retrieved and viewed on
screen.
Resolutions'
suite of products include: R-Forms, for electronic forms design presentation
and distribution; R-Fax, an enterprise fax solution for production,
desktop, and broadcast faxing; R-Checks, a turnkey check printing
solution; R-Output Manager, a report and multi-page document automation
manager that delivers reports and electronic forms to recipients via print,
email, fax, post-to-web or archive; and Redmap, a full function imaging and
archiving solution.
About
VillageEDOCS
VillageEDOCS,
through our MessageVision subsidiary, is a leading provider of comprehensive
business-to-business business information delivery services and products for
organizations with mission-critical needs, including major corporations,
government agencies and non-profit organizations. Through our Tailored
Business Systems subsidiary, we provide accounting and billing solutions for
county and local governments. For further information, visit our website at www.villageedocs.com.
Contact Information: Michael Richard Phone:
714.734.1030, Fax: 714.734.1040, email: info@villageEDOCS.com, Corporate
Website: www.villageedocs.com Service Website: www.villagefax.net
Cautionary
Statement Regarding Forward-Looking Information
All statements in this press release that do not directly
and exclusively relate to historical facts constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements represent the Company's plans, intentions,
expectations and belief and are subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected or
expressed herein. These include uncertainties in the market, competition,
legal, regulatory initiatives, success of marketing efforts, availability,
terms and deployment of capital, and other risks detailed in the Company's SEC
reports, of which many are beyond the control of the Company. The Company
assumes no obligation to update or alter the information in this news release.
Investors are cautioned not to put undue reliance on any forward-looking
statements. For these statements, we claim the protection of the safe harbor
for forward-looking statements contained in Section 21E of the Exchange Act.

text: VillageEDOCS

text: VillageEDOCS

text: Resolutions

text: VillageEDOCS

text: Resolutions

text: VillageEDOCS

text: Resolutions

text: VillageEDOCS

text: Resolutions

text: Mason Conner

text: VillageEDOCS

text: VillageEDOCS

text: Resolutions

text: Alex Riess

text: Resolutions

text: Michael Richard

text: VillageEDOCS

text: Resolutions

text: Resolutions

text: Resolutions

text: Resolutions

text: VillageEDOCS

text: VillageEDOCS

text: Michael Richard


text:
EX-99.1
6
a08-3731_1ex99d1.htm
EX-99.1
Exhibit 99.1
MMA Media Inc. Announces a Share Exchange Agreement with Poise Profit
International, Ltd.
SHANGHAI, China, Jan. 30,
2008
-
MMA Media Inc. (MMAI.OB) (the "Company") is pleased to announce that it has
entered into a share exchange agreement with Poise Profit International, Ltd. ("Poise
Profit"). Pursuant to the terms of the
share exchange agreement, we have agreed to acquire all of the issued and
outstanding shares of Poise Profit's common stock in exchange for the issuance
of up to 70% of the outstanding shares of our common stock following the transaction. As a result of the share exchange, Poise
Profit will become a wholly-owned subsidiary of the Company, two of our five
members of the board of directors will be elected by Poise Profit's shareholders
and our executive officers will be appointed by Poise Profit's shareholders. The closing of the transaction is subject to
certain closing conditions, including the Company closing a financing for at
least $8.5 million. The share exchange
is expected to close before the end of the first quarter of 2008.
Poise Profit's China
subsidiary is an international leader in designing, fabricating, implementing
and servicing energy recovery systems. Poise
Profit's technology captures industrial waste energy to produce low cost
electrical power, which enables industrial manufacturers to reduce their energy
costs, shrink their emissions footprint, and generate sellable emissions
credits.
This transaction takes
place during an expansive phase for Poise Profit as the Company is preparing to
expand its capacity to support the heavily increasing demand for its products
and services.
About Poise Profit
International, Ltd.
Poise Profit
International, Ltd. ("Poise Profit") is principally engaged in designing, marketing,
licensing, fabricating, implementing and servicing energy recovery
systems. Poise Profit's technology
captures industrial waste energy to produce low cost electrical power, which
enables industrial facilities to dramatically reduce their energy costs and
shrink their emissions footprint. Poise
Profit has successfully installed well over one hundred energy recovery systems
and has deployed its systems throughout China and in a variety of international
markets including Egypt, Turkey, Korea, Vietnam and Malaysia. Poise Profit also intends to expand its
marketing campaign to customers in both North America and Europe. Poise Profit employs 300 people, over half of
which are accredited engineers.
Notice Regarding
Forward-Looking Statements
This news release
contains "forward-looking statements", as that term is defined in Section 27A
of the United States Securities Act of 1933, as amended, and Section 21E
of the United States Securities Exchange Act of 1934, as amended. Statements in
this press release which are not purely historical are forward-looking
statements and include any statements regarding beliefs, plans, expectations or
intentions regarding the future. Since the forward-looking statements relate to
future developments, results or events, these statements are highly speculative
and involve risks, uncertainties and assumptions that are difficult to assess.
You should not construe any of these statements as a definitive or invariable
expression of what will actually occur or result. Actual results could differ
from those projected in any forward-looking statements due to numerous factors.
These forward-looking statements are made as of the date of this news release
and the Company and Poise Profit assume no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from those
projected in the forward-looking statements, except as required by law.
Although the Company believes that the beliefs, plans, expectations and
intentions contained in this press release are reasonable, there can be no
assurance those beliefs, plans, expectations, or intentions will prove to be
accurate. Investors should consider all of the information set forth herein and
should also refer to the risk factors disclosed in the Company's periodic
reports filed from time to time with the Securities and Exchange Commission and
available at http://www.sec.gov.

text: MMA Media Inc.

text:
Poise Profit
International, Ltd.

text: MMA Media Inc.

text: Poise Profit International, Ltd.

text:
Poise Profit
International, Ltd.

text:
Poise Profit
International, Ltd.


text:
EX-99.1
3
cfsexhibit991.htm
PRESS RELEASE DATED OCTOBER 13, 2016
Exhibit
EXHIBIT 99.1
CIRCOR Acquires Critical Flow Solutions
Provider of Severe-Service Valves with Significant Aftermarket Sales.
Acquisition Expands Presence in Downstream O&G.
Company to Host Conference Call Today at 10:00 am ET.
Burlington, MA - October 13, 2016 CIRCOR International, Inc. (NYSE: CIR), a leading provider of valves and other highly engineered products for markets including oil & gas, power generation and aerospace & defense, today announced that it has signed a definitive agreement to acquire Critical Flow Solutions (CFS) for $210 million. The Utah-based company manufactures critical severe-service equipment for refining operations. CFS recorded revenue of approximately $120 million with EBITDA margins over 20% for the fiscal year ended June 30, 2016. The acquisition is anticipated to close shortly and become accretive in the first 12 months of combined operations. CIRCOR plans to use its existing credit facility to finance the acquisition.
"We are very excited to welcome the CFS team to CIRCOR", said Scott Buckhout, President and Chief Executive Officer of CIRCOR International. "This acquisition diversifies CIRCOR's revenue base as we further penetrate the stable downstream refining market. CFS brings an impressive portfolio of high technology valves and automation equipment for severe-service applications. CFS generates strong margins due to its unique technology, large installed base, and high proportion of aftermarket sales".
This transaction is expected to:
.
Add differentiated technology and leading positions in niche markets with high barriers to entry;
.
Broaden CIRCOR's revenue base by expanding its presence in the stable downstream refining end market;
.
Provide earnings accretion with strong margins;
.
Increase exposure to high margin aftermarket sales to support a large installed base; and
.
Offer opportunities for significant cost synergies.
"CFS has highly differentiated products, strong patent protection, and an excellent track record of developing and commercializing new products", added Buckhout. "We look forward to working with the CFS team to continue providing excellent service to our customers and capitalize on the growth opportunities in this market".
Critical Flow Solutions delivers a range of products and services to the petroleum refining industry. The DeltaValve brand is the market leader and offers solutions for the delayed coking process in refineries. The TapcoEnpro brand provides market leading solutions for the fluid catalytic cracking process in refineries. CFS has a total of approximately 200 employees at its Salt Lake City, Utah headquarters, Houston, Texas facilities and Barnsley, UK service center. CIRCOR expects to operate the newly acquired business as part of the Energy Group.
CIRCOR plans to discuss the acquisition of Critical Flow Solutions on a conference call today at 10:00 a.m. ET. To listen to the live conference call and view the accompanying presentation slides, please visit "Webcasts & Presentations" in the "Investors" portion of CIRCOR's website. The live call also can be accessed by dialing (877) 407-5790 or (201) 689-8328. The webcast will be archived on the Company's website for one year.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which are, in some cases, beyond the control of CIRCOR. Any statements in this press release that are not statements of historical fact are forward-looking statements, including, but not limited to, those relating to CIRCOR's future performance, including the performance of the Critical Flow Solutions acquisition. Actual events, performance or results could differ materially from the anticipated events, performance or results expressed or implied by such forward-looking statements. BEFORE MAKING ANY INVESTMENT DECISIONS REGARDING OUR COMPANY, WE STRONGLY ADVISE YOU TO READ THE SECTION ENTITLED "RISK FACTORS" IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED UNDER THE "INVESTORS" LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
About CIRCOR International, Inc.
CIRCOR International, Inc. designs, manufactures and markets highly engineered products and sub-systems for markets including oil & gas, power generation and aerospace & defense. CIRCOR has a diversified product portfolio with recognized, market-leading brands that fulfill its customers' unique application needs. The Company's strategy is to grow organically and through complementary acquisitions; simplify CIRCOR's operations; achieve world class operational excellence; and attract and retain top industry talent. For more information, visit the Company's investor relations website at http://investors.circor.com.
Contact:
Rajeev Bhalla
Executive Vice President and Chief Financial Officer
781-270-1210

text: CIRCOR

text: Critical Flow Solutions

text: CIRCOR International, Inc.

text: Critical Flow Solutions

text: CIRCOR

text: CIRCOR

text: Scott Buckhout

text: CIRCOR

text: CIRCOR

text: Critical Flow Solutions

text: CIRCOR

text: CIRCOR

text: Critical Flow Solutions

text: CIRCOR

text: CIRCOR

text: CIRCOR

text: Critical Flow Solutions

text: CIRCOR International, Inc.

text: CIRCOR International, Inc.

text: CIRCOR

text: CIRCOR