text:
EX-99.2
4
intricon102777_ex99-2.htm
PRESS RELEASE DATED JUNE 2, 2010
intricon102777_ex99-2.htm - Generated by SEC Publisher for SEC Filing
Exhibit 99.2
FOR IMMEDIATE RELEASE
INTRICON COMPLETES DIVESTITURE OF NON-CORE ELECTRONICS BUSINESS
Shackleton Equity Partners of Los Angeles Acquires RTI Electronics
ST. PAUL, Minn. - June 2, 2010-IntriCon Corporation (NASDAQ: IIN),
a designer, developer, manufacturer and distributor of body-worn medical and electronics devices, today announced that it has completed the previously announced divestiture of its non-core electronics business, Anaheim, Calif.-based RTI Electronics, Inc. IntriCon has sold the business to an affiliate of Shackleton Equity Partners, a Los Angeles-based private equity group. Financial terms of the deal were not disclosed.
"We are very pleased to have found an excellent ownership group to take over RTI Electronics and retain our skilled and dedicated group of electronics employees", said Mark S. Gorder, president and chief executive officer at IntriCon. "Completing the divestiture allows us to devote more resources and capital to our core body-worn device business. We have now positioned ourselves a "pure play" in body-worn technology, which we believe will appeal to a wider range of investors".
IntriCon had previously disclosed its plan to divest RTI Electronics, and results of operations for the business have been reported in discontinued operations since the fourth quarter of fiscal 2009. Sargent Advisors LLC of Minneapolis, Minn., advised IntriCon on the transaction.
"RTI Electronics is the established leader in manufacturing high-quality thermistor, film capacitor and magnetic passive electronic components", said Mark Schelbert, managing partner of Shackleton Equity Partners. "Through our commitment to maintaining quality and our focus on new product development, we intend to serve the loyal customer base of RTI Electronics, while expanding our reach globally".
About Shackleton Equity Partners
Founded in 2008 and based in Los Angeles, Shackleton Equity Partners seeks to acquire businesses, or non-core divestitures, located in the U.S., Canada and Mexico. Shackleton looks at opportunities across all industries including software, hardware, IT, manufacturing, telecommunications, technology, media, and heavy equipment. Given the unique combination of operating, finance, and investing experience, Shackleton is able to quickly manage the investment process including due diligence, industry analysis, and operations.
(more)
IntriCon Corporation
June 2, 2010
Page 2
About IntriCon Corporation
Headquartered in Arden Hills, Minn., IntriCon Corporation designs, develops and manufactures miniature and micro-miniature body-worn medical and electronics products. The company is focused on three key markets: medical, hearing health, and professional audio and communications. IntriCon has facilities in the United States, Asia and Europe. The company's common stock trades under the symbol "IIN" on the NASDAQ Global Market. For more information about IntriCon, visit
www.intricon.com
.
Forward-Looking Statements
Statements made in this release and in IntriCon's other public filings and releases that are not historical facts or that include forward-looking terminology such as "may", "will", "believe", "expect", "should", "optimistic" or "continue" or the negative thereof or other variations thereon are "forward-looking statements" within the meaning of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements concerning prospects in the miniature body-worn device arena, new products, planned disposition of RTI Electronics and expected charges, strategic alliances, future growth and expansion, market fundamentals, future financial condition and performance, prospects and the positioning of IntriCon to compete in chosen markets and the Company's planned investments in research and development. These forward-looking statements may be affected by known and unknown risks, uncertainties and other factors that are beyond IntriCon's control, and may cause IntriCon's actual results, performance or achievements to differ materially from the results, performance and achievements expressed or implied in the forward-looking statements. These risks, uncertainties and factors include, without limitation, risks related to the current economic crisis, the risk that IntriCon may not be able to achieve its long-term strategy, weakening demand for products of the company due to general economic conditions, risks related to the company's strategic alliances and joint venture, possible non-performance of developing the Centauri product and other technological products, the volume and timing of orders received by the company, changes in the mix of products sold, competitive pricing pressures, the cost and availability of electronic components and commodities for the company's products, ability to create and market products in a timely manner, competition by competitors with more resources than the company, foreign currency risks arising from the company's foreign operations, ability to satisfy and maintain compliance with the covenants under the company's loan facility, the costs and risks associated with research and development investments and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2009. The company disclaims any intent or obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available, future developments occur or otherwise.
Contacts
At IntriCon:
Scott Longval, CFO
651-604
-9526
slongval@intricon.com
At Padilla Speer Beardsley:
Matt Sullivan/Marian Briggs
612-455-1700
msullivan@psbpr.com
/
mbriggs@psbpr.com
###

text: INTRICON

text: RTI Electronics

text: IntriCon Corporation

text: RTI Electronics, Inc.

text: IntriCon

text: Shackleton Equity Partners

text: RTI Electronics

text: Mark S. Gorder

text: IntriCon

text: IntriCon

text: RTI Electronics

text: Sargent Advisors LLC

text: IntriCon

text: RTI Electronics

text: Mark Schelbert

text: Shackleton Equity Partners

text: RTI Electronics

text: Shackleton Equity Partners

text: Shackleton Equity Partners

text: IntriCon Corporation

text: IntriCon Corporation

text: IntriCon Corporation

text: IntriCon

text: IntriCon

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text: IntriCon

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text: Scott Longval


dataset: buster

text:
EX-99.1
2
y73597exv99w1.htm
EX-99.1: PRESS RELEASE
EX-99.1
Exhibit 99.1
January 1, 2009
Investors May Contact:
Kevin Stitt, Bank of America, 704.386.5667
Lee McEntire, Bank of America, 704.388.6780
Reporters May Contact:
Scott Silvestri, Bank of America, 980.388.9921
scott.silvestri@bankofamerica.com
Bank of America Completes Merrill Lynch Purchase
Gains Strength in Wealth Management, International and
Investment Banking Businesses
CHARLOTTE - Bank of America Corporation today completed its purchase of Merrill Lynch & Co., Inc.
creating a premier financial services franchise with significantly enhanced wealth management,
investment banking and international capabilities.
"We created this new organization because we believe that wealth management and corporate and
investment banking represent significant growth opportunities, especially when combined with our
leading capabilities in consumer and commercial banking", said Bank of America Chairman and Chief
Executive Officer Ken Lewis. "We are now uniquely positioned to win market share and expand our
leadership position in markets around the world".
Bank of America will have the largest wealth management business in the world with approximately
20,000 financial advisors and more than $2 trillion in client assets. Global investment management
capabilities will include approximately 50 percent ownership in BlackRock Inc., which at September
30 had $1.26 trillion in assets under management. Bank of America had $564 billion in assets under
management in the same period.
The combination also adds strengths in debt and equity underwriting, sales and trading, and merger
and acquisition advice, creating significant opportunities to deepen relationships with corporate
and institutional clients around the globe.
Under terms of the agreement, shareholders of Merrill Lynch received.8595 shares of Bank of
America common stock for each common share of Merrill Lynch.
More
Page 2
As previously announced, Bank of America expects to achieve $7 billion in pre-tax expense savings,
fully realized by 2012. Cost reductions will come from a range of sources, including the
elimination of positions announced on December 11, and the reduction of overlapping technology,
vendor and marketing expenses. In addition, the company is expected to benefit by leveraging its
broad product set to deepen relationships with existing Merrill Lynch customers.
Forward-Looking Statements
Bank of America may make forward-looking statements, including statements
about the financial conditions, results of operations and earnings outlook of Bank of America
Corporation. The forward-looking statements involve certain risks and uncertainties. Factors that
may cause actual results or earnings to differ materially from such forward - looking statements
include, among others, the following: 1) projected business increases following process changes and
other investments are lower than expected; 2) competitive pressure among financial services
companies increases significantly; 3) general economic conditions are less favorable than expected;
4) political conditions including the threat of future terrorist activity and related actions by
the United States abroad may adversely affect the company's businesses and economic conditions as a
whole; 5) changes in the interest rate environment and market liquidity reduce interest margins,
impact funding sources and effect the ability to originate and distribute financial products in the
primary and secondary markets; 6) changes in foreign exchange rates increases exposure; 7) changes
in market rates and prices may adversely impact the value of financial products; 8) legislation or
regulatory environments, requirements or changes adversely affect the businesses in which the
requirements or changes adversely affect the businesses in which the company is engaged; 9) changes
in accounting standards, rules or interpretations, 10) litigation liabilities, including costs,
expenses, settlements and judgments, may adversely affect the company or its businesses; 11)
mergers and acquisitions and their integration into the company; and 12) decisions to downsize,
sell or close units or otherwise change the business mix of any of the company. Accordingly,
readers are cautioned not to place undue reliance on forward-looking statements, which speak only
as of the date on which they are made. Bank of America does not undertake to update forward-looking
statements to reflect the impact of circumstances or events that arise after the date the
forward-looking statements are made. For further information regarding Bank of America Corporation,
please read the Bank of America reports filed with the SEC and available at
www.sec.gov
.
More
Page 3
Bank of America
Bank of America is one of the world's largest financial institutions, serving individual consumers,
small and middle market businesses and large corporations with a full range of banking, investing,
asset management and other financial and risk-management products and services. The company
provides unmatched convenience in the United States, serving more than 59 million consumer and
small business relationships with more than 6,100 retail banking offices, more than 18,000 ATMs and
award-winning online banking with more than 25 million active users. Bank of America offers
industry leading support to more than 4 million small business owners through a suite of
innovative, easy-to-use online products and services. The company serves clients in more than 150
countries and has relationships with 99 percent of the U.S. Fortune 500 companies and 83 percent of
the Fortune Global 500. Bank of America Corporation stock (NYSE: BAC) is a component of the Dow
Jones Industrial Average and is listed on the New York Stock Exchange.
www.bankofamerica.com
###

label: organization

text: Bank of America

text: Bank of America

text: Bank of America

text: Bank of America

text: Merrill Lynch Purchase

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text: Merrill Lynch & Co., Inc.

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text: Bank of America

text: Bank of America Corporation

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
v359222_ex99-1.htm
PRESS RELEASE
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
November 4, 2013
Landmark National Bank
Patrick L. Alexander, Chairman and CEO
(785) 565-2000
Landmark National Bank Completes Acquisition
of Citizens Bank
(Manhattan, KS,
November 4, 2013)
- Landmark National Bank, the wholly-owned subsidiary of Landmark Bancorp, Inc. (NASDAQ: LARK), announced today the completion
of its acquisition of Citizens Bank, National Association ("Citizens Bank") from First Capital Corporation ("First
Capital"), effective November 1, 2013. The acquisition was effected through the merger of Citizens Bank with and into Landmark
National Bank. Prior to the acquisition, Citizens Bank had operated in eastern Kansas for 129 years.
The acquisition adds
eight additional branches - including two in Fort Scott, Iola, Kincaid, Lenexa, Mound City, Overland Park and Pittsburg,
Kansas - to Landmark's existing branch network, giving Landmark a total of 30 offices in 23 communities across Kansas.
With combined assets of approximately $820 million after the acquisition, Landmark Bancorp, Inc., the parent company of Landmark
National Bank, ranks as the second-largest public bank holding company in Kansas.
Patrick L. Alexander,
Chairman and CEO of Landmark National Bank, said, "We are excited about completing our acquisition of Citizens Bank and being
involved in these great Kansas communities. We look forward to welcoming our new business and personal banking customers to the
Landmark organization. We will continue to provide all of our customers, including those joining us through this acquisition, with
a customer-friendly partner focused on providing a wide range of valuable Landmark products and services".
H. Dean Mann, who has
served as Chairman of Citizens Bank, stated, "We were proud to own Citizens Bank for the past twenty-four years. We believe
the community and customer focus for which Landmark is well known fits very nicely with the community banking services that Citizens
Bank has delivered to its customers. Landmark is a strong organization whose values, products and solid performance will allow
customers to continue to enjoy a great relationship with a community-friendly and customer-focused financial organization based
here in Kansas".
Landmark Bancorp, Inc.
is listed on the NASDAQ Global Market under the symbol "LARK." Headquartered in Manhattan, Kansas, Landmark National
Bank is a community banking organization dedicated to providing quality financial and banking services. Landmark National Bank
has 30 locations in 23 communities across Kansas: Manhattan (2), Auburn, Dodge City (2), Fort Scott (3), Garden City, Great Bend
(2), Hoisington, Iola, Junction City, Kincaid, LaCrosse, Lawrence (2), Lenexa, Louisburg, Mound City, Osage City, Osawatomie, Overland
Park, Paola, Pittsburg, Topeka (2), Wamego, and Wellsville, Kansas. Visit www.banklandmark.com for more information.
1
Special Note Concerning Forward-Looking
Statements
This press release
may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect
to the financial condition, results of operations, plans, objectives, future performance and business of Landmark Bancorp, Inc.
(the "Company"). Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company's
management and on information currently available to management, are generally identifiable by the use of words such as "believe,"
"expect", "anticipate", "plan", "intend", "estimate", "may,"
"will", "would", "could", "should" or other similar expressions. Additionally,
all statements in this press release, including forward-looking statements, speak only as of the date they are made, and the Company
undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which
are beyond our ability to control or predict, could cause actual results to differ materially from those in our forward-looking
statements. These factors include, among others, the following: (i) the strength of the local and national economy; (ii) changes
in state and federal laws, regulations and governmental policies concerning our general business; (iii) changes in technology and
the ability to develop and maintain secure and reliable electronic systems; (iv) changes in interest rates and prepayment rates
of our assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) the
economic impact of armed conflict or terrorist acts involving the United States; (vii) the loss of key executives or employees;
(viii) changes in consumer spending; (ix) unexpected outcomes of existing or new litigation; (x) changes in accounting policies
and practices; (xi) the ability to manage credit risk, forecast loan losses and maintain an adequate allowance for loan losses;
(xii) declines in the value of our investment portfolio; (xiii) the ability to raise additional capital; (xiv) declines in real
estate values; and (xv) the ability to successfully integrate acquired businesses and future growth. These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional
information concerning the Company and its business, including additional factors that could materially affect the Company's
financial results, is included in the Company's filings with the Securities and Exchange Commission.
2

text: Landmark National Bank

label: person

text: Patrick L. Alexander

text: Landmark National Bank

text: Citizens Bank

text: Landmark National Bank

text: Citizens Bank, National Association

text: Citizens Bank

text: First Capital Corporation

override: organization

text: Citizens Bank

text:
Landmark
National Bank

text: Citizens Bank

text:
Landmark
National Bank

text: Patrick L. Alexander

text: Landmark National Bank

text: Citizens Bank

text: Citizens Bank

text: Citizens Bank

text:
Citizens
Bank

text:
Landmark National
Bank

text: Landmark National Bank


text:
EX-99.3
5
v148087_ex99-3.htm
OmniReliant
Holdings, Inc. Acquires a Leading Web Based Cell Phone Provider
CLEARWATER,
Fla.-(BUSINESS WIRE)-OmniReliant Holdings, Inc. (OTCBB:
ORHI
-
News
) (the "Company"
or "OmniReliant") has announced today its acquisition of 50% of the issued and
outstanding shares of Strathmore Investments, Inc., a Delaware company.
Strathmore, doing business as cellular-blowout.com ("Cellular Blowout"), is a
leading provider of wireless equipment located in Agoura Hills, California and
is headed by David J. Bleeden who co-founded Naked Juice. OmniReliant will add
Cellular Blowout to a growing portfolio of consumer product and shopping brands
that include the Dual Saw (
www.dualsaw.com
) and
Kathy Hilton's beauty products (
www.kathyhiltonfragrance.com
).
Paul W.
Morrison, CEO of OmniReliant stated, "I believe OmniReliant can use its
resources in internet video production, infomercials, and marketing technologies
to help increase Cellular Blowout's web traffic and revenue. The cell phone
industry continues to grow and Cellular Blowout is positioned to capitalize on
it."
Mr.
Bleeden stated, "I am excited to be teaming up with Mr. Morrison and OmniReliant
to combine our experience and resources to make Cellular Blowout a national
brand. Mr. Morrison has a unique background and has built a great organization
for brand-building".
OmniReliant
is a holding company that has a portfolio of companies that utilizes direct
response television, live shopping and the internet to build brands. The
Company, through its subsidiaries, engages in the creation, design,
distribution, and sale of affordable products to U.S. and international
consumers. The Company plans to market its products through direct response
infomercials, live shopping networks, e-commerce, direct mail, and traditional
retail channels. The corporate offices of OmniReliant are located 14375 Myerlake
Circle Clearwater, Florida 33760. OmniReliant questions may be addressed to Paul
W. Morrison, CEO, at 727-230-1031. For further information visit
http://www.omnireliant.com
.
Strathmore
Investments, Inc., doing business as cellular-blowout.com, is a web-based
provider of unlocked cell phones and cell phone accessories. Through its
www.cellular-blowout.com
address, Cellular Blowout sells the most popular cell phones and smartphone
PDA's. Cellular Blowout's corporate offices are located at 29399 Agoura Hills,
California. For further information visit
http://www.cellular-blowout.com
.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, including those regarding OmniReliant's expectations, intentions,
strategies and beliefs pertaining to future events or future financial
performance. Actual events or results may differ materially from those in the
forward-looking statements as a result of various important factors, including
those described in the Company's most recent filings with the SEC. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, such statements should not be regarded as a representation by the
Company, or any other person, that such forward-looking statements will be
achieved. The business and operations of the Company are subject to substantial
risks which increase the uncertainty inherent in forward-looking statements. We
undertake no duty to update any of the forward-looking statements, whether as a
result of new information, future events or otherwise. In light of the
foregoing, readers are cautioned not to place undue reliance on such
forward-looking statements
For more
information about Cellular Blowout contact Catlyn Cleaver at
cbresponse@yahoo.com
.
Contact:
OmniReliant
Holdings, Inc., Clearwater
Paul
Morrison, CEO, 727-230-1031

text:
OmniReliant
Holdings, Inc.

text: OmniReliant Holdings, Inc.

text: Strathmore Investments, Inc.

text:
Paul W.
Morrison

text:
Paul
W. Morrison

text:
Strathmore
Investments, Inc.

text:
OmniReliant
Holdings, Inc.

text:
Clearwater
Paul
Morrison


text:
EX-99.1
3
f8k022120_ex99z1.htm
EXHIBIT 99.1 PRESS RELEASE, DATED FEBRUARY 24, 2020
Exhibit 99.1 Press Release, dated February 24, 2020
iQSTEL Completes the Acquisition of Blockchain Solutions Developer itsBchain
NEW YORK, NY -- (Marketwired) - 2/24/2020 - iQSTEL Inc. (OTC: IQST) today announced that it has acquired a 75% stake in itsBchain, a blockchain solutions provider with a varied portfolio of projects. This will provide in-house developed telecom blockchain solutions for carrier, corporate and retail markets.
Image source: BitcoinExchangeGuide
Mr. Iglesias, the Company's CEO stated: "itsBchain is uniquely positioned to develop telecom applications based on smart contracts and blockchain technologies. Mobile number portability and carrier wholesale VoIP, SMS and Data payment solutions are just two of the projects itsBchain has under development. We believe the synergy between our subsidiaries, as well as our existing clientele, will greatly benefit from this new acquisition".
itsBchain will be headed by Mr. Miguel Scavo as the COO. Mr. Scavo is a 20-year telecom veteran with extensive experience in the Latin American and world-wide telecom markets. Additionally, Mr. Scavo has a Masters in blockchain technology from the Blockchain Institute of Technology of Barcelona, a school of EADA (
https://www.eada.edu/en
), including various blockchain and smart contract specialized courses.
"We are pleased to appoint Mr Miguel Scavo as COO of itsBchain as well as the new CIO of iQSTEL, further enhancing the synergy between our portfolio companies. Mr. Scavo will be helping itsBchain and iQSTEL develop next-generation blockchain and Artificial Intelligence (AI) telecom solutions. itsBchain has several software products completing the alpha testing stage and we are confident we'll have beta-ready solutions to offer our Tier-1 carrier clients in the coming days/weeks", continued Mr. Iglesias, the Company's CEO.
About iQSTEL Inc.:
iQSTEL (OTC: IQST) www.iQSTEL.com is a technology company offering a wide array of services to the Telecommunications Industry. These include services to International Long-Distance Telecommunications Operators (ILD Wholesale), Retail and Corporate markets (ILD Retail), Submarine Fiber Optic Network capacity, Satellite Communications services, Mobile Virtual Network Operator (MVNO) services, Internet of Things (IoT) technology solutions, Data Center facilities capacity leasing, and Blockchain solutions for the Telecommunications industry.
About Etelix.com USA, LLC:
Etelix.com USA LLC
www.etelix.com
is wholly owned subsidiary of iQSTEL Inc. Etelix.com USA, LLC is a Miami, Florida-based international telecom carrier founded in 2008 that provides telecom and technology solutions worldwide, with commercial presence in North America, Latin America and Europe. Enabled by its 214-license granted by the Federal Communications Commission (FCC), Etelix provides International Long-Distance voice services for Telecommunications Operators (ILD Wholesale), and Submarine Fiber Optic Network capacity for internet (4G and 5G). Etelix was founded in 2008 and has been profitable since inception.
About SwissLink Carrier AG:
SwissLink Carrier AG
www.swisslink-carrier.com
is a 51% owned subsidiary of iQSTEL Inc. SwissLink Carrier AG is a Switzerland based international Telecommunications Carrier founded in 2015 providing international VoIP connectivity worldwide, with commercial presence in Europe, CIS and Latin America. SwissLink Carrier AG is a Swiss licensed Operator, having a domestic Interconnect with Swisscom, allowing their international Carrier Customers direct terminations via SwissLink into all Switzerland Fix & Mobile Networks. Since the takeover from Swissphone in November 2018 and the rename into SwissLink, they operate on a profitable level.
About QGlobal SMS LLC.:
QGlobal SMS LLC
www.qglobalsms.com
is a 51% owned subsidiary of iQSTEL Inc. QGlobal SMS is a USA based company founded in 2020 specialized in international and domestic SMS termination, with emphasis on the Applications to Person (A2P) and Person to Person (P2P) for Wholesale Carrier Market and Corporate Market in US. QGlobal SMS has commercial presence in Europe, USA and Latin America. QGlobal SMS has robust international interconnection with Tier1 SMS Aggregators, guarantying its customers high quality and low termination rates, over more than 100 countries worldwide.
Safe Harbor Statement:
Statements in this news release may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release and iQSTEL Inc. undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.
iQSTEL Inc.
IR US Phone: 646-740-0907, IR Email: investors@iqstel.com
Source: iQSTEL Inc.
www.iqstel.com
;
www.swisslink-carrier.com
;
www.etelix.com
and
www.qglobalsms.com

text: iQSTEL

text: itsBchain

text: iQSTEL Inc.

text: itsBchain

text: itsBchain

text: itsBchain

text: itsBchain

text: Miguel Scavo

text: Miguel Scavo

text: itsBchain

text: iQSTEL

text: itsBchain

text: iQSTEL

text: itsBchain

text: iQSTEL Inc.

text: iQSTEL

text: iQSTEL Inc.

text: SwissLink Carrier AG

text: SwissLink Carrier AG

text: iQSTEL Inc.

text: SwissLink Carrier AG

text: SwissLink Carrier AG

text: iQSTEL Inc.

text: iQSTEL Inc.

text: iQSTEL Inc.

text: iQSTEL Inc.


text:
EX-99.1
4
d434981dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Neustar Announces Completion of Acquisition by Group Led by Golden Gate Capital
STERLING, Va. & SAN FRANCISCO, Ca.
- August 8, 2017 - Neustar, Inc. (NYSE: NSR), a trusted, neutral provider of real-time information
services, today announced the completion of the Company's previously announced acquisition by a private investment group led by Golden Gate Capital. An affiliate of GIC also invested in Neustar and is now a minority owner of the Company.
President and Chief Executive Officer Lisa Hook will continue to lead Neustar.
This transaction does not change the Company's business or strategy.
Neustar will continue to deliver innovative, market-leading solutions to solve its customers' greatest problems.
About Neustar
Every day, the world generates roughly 2.5 quadrillion bits of data. Neustar (NYSE: NSR) isolates certain elements and analyzes, simplifies and edits them to
make precise and valuable decisions that drive results. As one of the few companies capable of knowing with certainty who is on the other end of every interaction, we're trusted by the world's great brands to make critical decisions some
20 billion times a day. We help marketers send timely and relevant messages to the right people. Because we can authoritatively tell a client exactly who is calling or connecting with them, we make critical real-time responses possible. And the
same comprehensive information that enables our clients to direct and manage orders also stops attackers. We know when someone isn't who they claim to be, which helps stop fraud and denial of service before they're a problem. Because
we're also an experienced manager of some of the world's most complex databases, we help clients control their online identity, registering and protecting their domain name, and routing traffic to the correct network address. By linking
the most essential information with the people who depend on it, we provide more than 11,000 clients worldwide with decisions-not just data. More information is available at https://www.neustar.biz.
About Golden Gate Capital
Golden Gate Capital is a San
Francisco-based private equity investment firm with over $15 billion of capital under management. The principals of Golden Gate Capital have a long and successful history of investing across a wide range of industries and transaction types,
including going-privates, corporate divestitures, and recapitalizations, as well as debt and public equity investments. Notable software and technology services investments sponsored by Golden Gate Capital include Infor, BMC Software, Micro Focus,
LiveVox, Green Street Advisors and Ex Libris. For more information, visit www.goldengatecap.com.
About GIC
GIC is a leading global investment firm with well over US$100 billion in assets under management. Established in 1981 to secure the financial future of
Singapore, the firm manages Singapore's foreign reserves. A disciplined long-term value investor, GIC is uniquely positioned for investments across a wide range of asset classes, including real estate, private equity, equities and fixed income.
In private equity, GIC invests through funds as well as directly in companies, partnering with its fund managers and management teams to help world class businesses achieve their objectives. GIC has investments in over 40 countries and has been
investing in emerging markets for more than two decades. Headquartered in Singapore, GIC employs over 1,400 people across 10 offices in key financial cities worldwide. For more information about GIC, please visit www.gic.com.sg.
Media Contacts
Neustar Media
Carolin Bachmann
Carolin.Bachmann@neustar.biz
415-659-6466
Golden Gate Capital
Sard Verbinnen & Co
Jenny Gore / David Isaacs
312-895-4700
/
415-618-8750
GIC
Mah Lay Choon / Jennifer Lewis
+65 98389425 / +65 98266198

text: Neustar

label: fund

text: Golden Gate Capital

override: fund

text: Neustar, Inc.

text: Golden Gate Capital

text: GIC

text: Neustar

text: Neustar

text: Neustar

text: Neustar

text: Neustar

text: Golden Gate Capital

text: Golden Gate Capital

text: Golden Gate Capital

text: Golden Gate Capital

text: GIC

text: GIC

text: GIC

text: GIC

text: GIC

text: GIC

text: GIC

text: Neustar

text: Golden Gate Capital

text: GIC


text:
EX-99.1
4
exhibit991-20141117x8kxinl.htm
EXHIBIT 99.1
EXHIBIT 99.1-2014.11.17-8K-Inland Purchase
For Immediate Release
Exhibit 99.1
Contact:
Jerry Daly
Dennis Craven
Daly Gray Public Relations
Chief Financial Officer
(Media)
(Company)
chris@dalygray.com
dcraven@cl-trust.com
(703) 435-6293
(561) 227-1386
Chatham Lodging Completes Inland American Acquisitions: Expands NorthStar Relationship with 48-Hotel, $1.1 Billion Joint Venture, Acquires Four Strategic Hotels for $107 Million
PALM BEACH, Fla.--(BUSINESS WIRE)--Nov. 18, 2014-- Chatham Lodging Trust (NYSE:CLDT), a hotel real estate investment trust (REIT) focused on investing in upscale extended-stay hotels and premium-branded, select-service hotels, today announced that it completed the previously announced acquisition of a 52-hotel, 6,976-room portfolio from Inland American (Inland). The combined total purchase price was approximately $1.1 billion, before deal costs and funding of escrows.
Chatham acquired four hotels as part of the sale of the 52-hotel portfolio for a purchase price of $106.7 million, or approximately $186k per room, before deal costs. The four hotels are comprised of the following:
179-room Hilton Garden Inn Burlington, Mass.
176-room Courtyard by Marriott Dallas (Addison), Texas
120-room Residence Inn by Marriott West University Houston, Texas
100-room Courtyard by Marriott West University Houston, Texas
"These top-tier branded hotels expand our presence in some of the country's best hotel markets and match our strategy of targeting specific high growth markets based on growing corporate demand tied to the technology, medical and oil and gas industries", said Jeffrey H. Fisher, Chatham's chief executive officer and president. "Given our confidence in the health of the hotel industry, we will continue to be net buyers of high-quality hotels".
The remaining 48 upscale extended-stay hotels and premium-branded, select-service hotels were purchased by a joint venture comprised of NorthStar Realty Finance Corp (NYSE: NRF), a diversified commercial real estate company that is organized as a REIT, and Chatham for a purchase price of $964 million before deal costs and funding of escrows, or $151k per room. NorthStar owns a 90 percent ownership interest in the joint venture, and Chatham owns a 10 percent interest. Chatham acquired its 10 percent equity interest in the joint venture for approximately $28 million.
Chatham financed the investments with available cash and borrowings under its revolving credit facility of $69 million. In late September, Chatham issued 6.9 million common shares, generating net proceeds of approximately $144.6 million, which was used at the time to repay any borrowings outstanding on its revolving credit facility.
All four of the Chatham wholly-owned hotels and 34 of the 48 hotels owned by the joint venture will be managed by Island Hospitality Management, a hotel management company that currently is 90 percent owned by Fisher.
About Chatham Lodging Trust
Chatham Lodging Trust is a self-advised REIT that was organized to invest in upscale extended-stay hotels and premium-branded, select-service hotels. The company owns interests in 130 hotels totaling 17,858 rooms/suites, comprised of 34 hotels it wholly owns with an aggregate of 5,115 rooms/suites in 15 states and the District of Columbia and a minority investment in three joint ventures that own 96 hotels with an aggregate of 12,743 rooms/suites. Additional information about Chatham may be found at www.chathamlodgingtrust.com.
This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 about Chatham Lodging Trust, including those statements regarding acquisitions, capital expenditures, future operating results and the timing and composition of revenues, among others, and statements containing words such as "expects", "believes" or "will", which indicate that those statements are forward-looking. Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties that could cause the actual results or performance to differ materially from those discussed in such statements. Additional risks are discussed in the company's filings with the Securities and Exchange Commission.

text: Chatham Lodging

text: Inland American

text: Chatham Lodging Trust

text: Inland American

text: Chatham

text: Chatham

text: NorthStar Realty Finance Corp

text: Chatham

text: Chatham

text: Chatham

text: Chatham

text: Chatham

text: Chatham

text: Chatham Lodging Trust

text: Chatham Lodging Trust

text: Chatham

text: Chatham Lodging Trust


text:
EX-99.1
4
ozsc0826form8kexh99_1.htm
EXHIBIT 99.1
Exhibit 99.1
Ozop Surgical Corp. Announces Exclusive License Agreement with Spinal Resources Inc. for Spinal Implants
Agreement
gives Ozop immediate revenue recognition, platform for growth, pathway to operating profit with an option to purchase
WEST
PALM BEACH, FL / ACCESSWIRE / August 26, 2019 / Ozop Surgical
Corp. (OTCQB: OZSC), a provider of premium surgical devices in the rapidly growing field of minimally invasive spine surgery ("Ozop"
or the "Company"), today announced that it has entered into an Exclusive License
Agreement (the "License Agreement") with Spinal Resources, Inc. ("SRI"), that enables Ozop to recognize
immediate revenues for the sales of SRI product. Ozop expects to achieve a $2M per year run rate of high margin sales within the
first 90 days. Under the arrangement, Spinal Resources will continue to market the Swedge
platform along with the existing portfolio to existing US and International customers. Ozop will purchase all existing
inventory of SRI instruments and implants and will utilize SRI as a distributor.
The parties
have also agreed for an Ozop option to purchase SRI, whereby under certain conditions, any license fees, inventory purchases and
other costs incurred by Ozop could be applied to the purchase price. Founded in 2005, SRI, a Florida based company, engineered
a unique line of patented spinal and cervical fixation systems for the surgical repair and reconstruction of debilitating spinal
conditions.
The
exclusive License Agreement allows Ozop to sell SRI's Swedge (patented, FDA approved pedicle screw system) technology and
patent pending transition rod which has been shown to reduce contact pressure and stress shielding in the spine along with a unique
pathway into the deformity market. OZOP will also gain access to a full product portfolio including 3D-printed, Peek and Carbon
Fiber technology products.
OZOP
will be able to access the SRI network of distributors and hospital contracts through SRI whereby the OZOP product portfolio can
be distributed along SRI branded product, with access to the existing and future distribution base. With its relationships with
distributors outside of the SRI network, Ozop plans to be able to add additional sales of SRI product, giving the Company a clear
path to operating profit. As Ozop completes their development of their expandable cage in 2020, and other in development products,
it would be a natural fit for many of the existing distributors to sell these Ozop products thru the existing SRI contracts as
well as new contracts being immediately sought.
An
additional benefit is OZOP will be able to reduce costs based by utilizing the SRI infrastructure, specifically, mandated FDA
quality and inventory control standards and systems.
Bernie
Bedor, founder, CEO and sixteen- year veteran of the medical device industry stated "this venture aligned with SRI's
philosophy that innovation doesn't occur in a vacuum, but requires dedication, passionate and inventive engagement. What
we have created is a strong demonstration of our commitment to creating a solution necessary for expanding our approach without
inflating costs. The medical/device industry will be excited by Ozop's objectives, and their continued recognition of SRI's
mission which is to support cost-effective patient care with innovative mechanical and biomechanical products".
Michael
Chermak, Chief Executive Officer of OZOP commented, "This relationship allows us to focus on developing a sustainable revenue
strategy while continuing to drive innovation that treats disorders of the spine. The combined efforts will rapidly accelerate
the sales efforts already in place through Spinal Resources".
About
Ozop Surgical Corp.
Ozop
Surgical, Corp. (www.ozopsurgical.com) invents, designs, develops,
manufactures and distributes innovative endoscopic instruments, surgical implants, instrumentation, devices and related technologies,
focused on spine, neurological and pain management procedures and specialties. Our focus is on economically disrupting the market
with clinically equivalent or superior existing and new products resulting in immediate and significant savings for providers,
payors and consumers. For more information please visit www.ozopsurgical.com.
About
Spinal Resources, Inc.
Spinal
Resources, Inc., based in Ft. Lauderdale, Florida, is a spinal medical device company. SRI is a competitive, value adding and
technology driven company that supports cost-effective patient care with innovative mechanical and biomechanical products to alleviate
pain, shorten recovery time, restore health and extend quality of life. SRI has groundbreaking, patented, FDA approved products
within a product portfolio that has an independent intellectual property portfolio in excess of $3 million. For more information,
please visit www.spinalresourcesinc.com.
Safe
Harbor Statement
"This
press release contains or may contain, among other things, certain forward-looking statements. Such forward-looking statements
involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the company's
plans, objectives, projections, expectations and intentions and other statements identified by words such as "projects,"
"may", "will", "could", "would", "should", "believes,"
"expects", "anticipates", "estimates", "intends", "plans", "potential"
or similar expressions. These statements are based upon the current beliefs and expectations of the company's management
and are subject to significant risks and uncertainties, including those detailed in the company's filings with the Securities
and Exchange Commission. Actual results may differ significantly from those set forth in the forward-looking statements. These
forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of
which are beyond the company's control). The company undertakes no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by applicable law".
Contact:
Investor relations
Ted Haberfield
President
MZ Group - MZ North America
(760) 755-2716
thaberfield@mzgroup.us
www.mzgroup.us

text: Ozop Surgical Corp.

text: Spinal Resources Inc.

text: Ozop

text:
Ozop Surgical
Corp.

text: Ozop

text: Spinal Resources, Inc.

text: SRI

text: Ozop

text: SRI

text: Ozop

text: Ozop

text: SRI

text: SRI

text: Ozop

text: SRI

text: Ozop

text: SRI

text: Ozop

text: SRI

text: OZOP

text: OZOP

text: SRI

text: SRI

text: OZOP

text: SRI

text: SRI

text: Ozop

text: SRI

text: Ozop

text: Ozop

text: SRI

text: OZOP

text: SRI

text:
Bernie
Bedor

text: SRI

text: Ozop

text: SRI

text:
Michael
Chermak

text: OZOP

text: Ozop Surgical Corp.

text: Spinal Resources, Inc.

text:
Spinal
Resources, Inc.

text: SRI

text: SRI

text: Ted Haberfield


text:
EX-99.1
4
tm214387d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
ADAPTHEALTH CORP. CLOSES PREVIOUSLY
ANNOUNCED
ACQUISITION OF AEROCARE HOLDINGS INC.
Plymouth Meeting, PA - February 1, 2021
-
AdaptHealth Corp. (NASDAQ: AHCO) ("AdaptHealth" or the "Company"), a leading provider of home
healthcare equipment, medical supplies to the home and related services in the United States, announced
today
that it has closed the previously announced acquisition of AeroCare Holdings Inc. ("AeroCare"). The acquisition was
consummated for total consideration consisting of approximately $1.1 billion in cash and
31 million shares of AdaptHealth
common stock. The share consideration will initially be a combination of Class A Common Stock (up to 19.9% of the outstanding Class
A Common Stock at the time the transaction was agreed to) and non-voting convertible preferred, which converts to Class A Common
Stock once AdaptHealth shareholders approve the issuance of the additional share consideration under NASDAQ rules. AdaptHealth
will seek such shareholder approval after closing of the transaction.
AeroCare
is a leading national technology-enabled respiratory and home medical equipment ("HME") distribution platform in the
United States and offers a comprehensive suite of direct-to-patient equipment and services including CPAP and BiPAP machines, oxygen
concentrators, home ventilators, and other durable medical equipment products. The acquisition of AeroCare significantly enhances
AdaptHealth's scale and geographic reach with the combined company serving nearly 3 million patients from over 500 locations
across 46 states.
As previously
announced, the combined company will operate under the name AdaptHealth, and Luke McGee, CEO of AdaptHealth, and Steve Griggs,
CEO of AeroCare, will jointly lead the company as Co-CEOs. Josh Parnes will continue to serve as President.
In addition,
AdaptHealth will expand its Board of Directors at closing of the transaction to 11 directors, with
Steve
Griggs and shareholder designee Ted Lundberg of Peloton Equity to join the Board.
AdaptHealth
funded the transaction and associated costs through a combination of the proceeds received from its previously completed $500 million
unsecured senior notes issuance and a refinancing of, and increase to, its existing senior secured credit facilities, plus cash
on hand which includes a portion of the proceeds received from its January 2021 equity offering.
AdaptHealth
was advised by Jefferies LLC, Truist Securities, Inc., Willkie Farr & Gallagher LLP and K&L Gates LLP. AeroCare and the
its shareholders were advised by Morgan Stanley & Co. LLC, Goodwin & Procter LLP, and Brown & Fortunato, P.C.
About AdaptHealth Corp.
AdaptHealth is a leading provider of home healthcare
equipment, medical supplies to the home and related services in the United States. AdaptHealth provides a full suite of medical
products and solutions designed to help patients manage chronic conditions in the home, adapt to life and thrive. Product and services
offerings include (i) sleep therapy equipment, supplies and related services (including CPAP and bi PAP services) to individuals
suffering from obstructive sleep apnea, (ii) medical devices and supplies to patients for the treatment of diabetes (including
continuous glucose monitors and insulin pumps), (iii) home medical equipment (HME) to patients discharged from acute care and other
facilities, (iv) oxygen and related chronic therapy services in the home, and (v) other HME medical devices and supplies on behalf
of chronically ill patients with wound care, urological, incontinence, ostomy and nutritional supply needs. The Company is proud
to partner with an extensive and highly diversified network of referral sources, including acute care hospitals, sleep labs, pulmonologists,
skilled nursing facilities, and clinics. AdaptHealth services beneficiaries of Medicare, Medicaid and commercial insurance payors.
AdaptHealth services approximately 1.8 million patients annually in all 50 states through its network of 269 locations in 41 states.
Learn more at www.adapthealth.com.
Forward-Looking Statements
This press release includes certain statements that
are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe,"
"may", "will", "estimate", "continue", "anticipate", "intend,"
"expect", "should", "would", "plan", "predict", "potential,"
"seem", "seek", "future", "outlook", and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not
limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and
projections of market opportunity and expectations and the Company's acquisition pipeline. These statements are based on
various assumptions and on the current expectations of AdaptHealth management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on, by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events
and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company.
These forward-looking statements are subject to a
number of risks and uncertainties, including the outcome of judicial and administrative proceedings to which the Company may become
a party or governmental investigations to which the Company may become subject that could interrupt or limit the Company's
operations, result in adverse judgments, settlements or fines and create negative publicity; changes in the Company's clients'
preferences, prospects and the competitive conditions prevailing in the healthcare sector; and the impact of the recent coronavirus
(COVID-19) pandemic and the Company's response to it. A further description of such risks and uncertainties can be found
in the Company's filings with the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks
that the Company presently knows or that the Company currently believes are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's
expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that
subsequent events and developments will cause the Company's assessments to change. However, while the Company may elect to
update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so.
These forward-looking statements should not be relied upon as representing the Company's assessments as of any date subsequent
to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts
AdaptHealth Corp
.
Jason Clemens, CFA
Chief Financial Officer
(484) 301-6599
jclemens@adapthealth.com
Brittany Lett
Vice President, Marketing
(909) 915-4983
blett@adapthealth.com
The Equity Group Inc.
Devin Sullivan
Senior Vice President
(212) 836-9608
dsullivan@equityny.com
Kalle Ahl, CFA
Vice President
(212) 836-9614
kahl@equityny.com
-
2
-

text: ADAPTHEALTH CORP.

text: AEROCARE HOLDINGS INC.

text: AdaptHealth Corp.

text: AeroCare Holdings Inc.

text: AeroCare

text: AeroCare

text: AeroCare

text: Steve Griggs

text: AeroCare

text:
Steve
Griggs

text: Jefferies LLC

text: Truist Securities, Inc.

text: Willkie Farr & Gallagher LLP

text: K&L Gates LLP

text: AeroCare

text: Morgan Stanley & Co. LLC

text: Goodwin & Procter LLP

text: Brown & Fortunato, P.C

text: AdaptHealth Corp.

text: Brittany Lett


text:
EX-99.1
3
a13-9855_1ex99d1.htm
EX-99.1
Exhibit 99.1
For Immediate Release
Investor Relations
Fitzhugh Taylor
(203) 682-8261
fitzhugh.taylor@icrinc.com
Media Relations
Liz Brady DiTrapano
(646) 277-1226
liz.brady@icrinc.com
Ignite Restaurant Group Completes Acquisition of Romano's Macaroni Grill
David Catalano Named President of Macaroni Grill
HOUSTON-(BUSINESS WIRE)-April 9, 2013 - Ignite Restaurant Group (Nasdaq: IRG) today announced that it has completed the previously announced acquisition of Romano's Macaroni Grill ("Macaroni Grill") for approximately $55.0 million in an all-cash transaction from private equity firm Golden Gate Capital, management and investors. The acquisition includes 186 company-owned and five franchised restaurants across 36 states as well as 19 additional franchised units throughout nine U.S. territories and foreign countries.
"We are pleased to have closed on the acquisition of Macaroni Grill and add such an iconic brand to the Ignite Restaurant Group portfolio", stated Ray Blanchette, Chief Executive Officer of Ignite Restaurant Group. "With a similar operating format, Macaroni Grill is an ideal fit with our existing polished casual restaurants. We believe our history of driving operational improvement along with our brand management and real estate portfolio strengths provide the opportunity to drive significant shareholder value over time. We are delighted to be expanding our restaurant portfolio and we welcome all of our new team members and associates to the Ignite family".
The company also announced that David Catalano has been named President of Macaroni Grill. Mr. Catalano has 25 years of experience in the casual dining and hospitality industry, most recently as Chief Operating Officer for Rave Cinemas. He also served as Chief Operating Officer for Apple Gold, an Applebee's franchisee with approximately 70 locations, Chief Operating Officer for Hard Rock Café and spent 15 years with TGI Fridays holding a variety of leadership positions including Vice President of Operations.
Blanchette added, "David is a seasoned executive whose track record of operational and strategic leadership will be an asset not only for guiding the Macaroni Grill brand, but to the entire Ignite organization. The addition of David to our team completes our new organizational structure, which will allow us to lever the synergies of being a multi-concept company without distracting the operations teams from growing their respective brands and delivering an exceptional guest experience".
About Ignite Restaurant Group
Ignite Restaurant Group, Inc. now owns and operates 131 Joe's Crab Shacks,186 Romano's Macaroni Grills and 15 Brick House Tavern + Taps. Ignite also franchises 5 Romano's Macaroni Grills in the United States and 19 units throughout the U.S. territories and foreign countries. Each brand offers a variety of high-quality, chef-inspired food and beverages in a distinctive, casual, high-energy atmosphere.
Cautionary Note Regarding Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company's control. The Company cautions you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events and results may differ materially from those made in or suggested by the forward-looking information
contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "plan", "seek", "comfortable with", "will", "expect", "intend", "estimate", "anticipate", "believe" or "continue" or the negative thereof or variations thereon or similar terminology.
A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking statements included in this press release, including the risk factors discussed in the Company's Form 10-K for the year ended December 31, 2012 (which can be found at the SEC's website www.sec.gov) and each such risk factor is specifically incorporated into this press release. Any forward-looking information presented herein is made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

text: Ignite Restaurant Group

text: Romano's Macaroni Grill

text: David Catalano

text: Macaroni Grill

text: Ignite Restaurant Group

text: Romano's Macaroni Grill

text: Macaroni Grill

text: Golden Gate Capital

text: Macaroni Grill

text: Ignite Restaurant Group

text: Ray Blanchette

text: Ignite Restaurant Group

text: Macaroni Grill

text: David Catalano

text: Macaroni Grill

text: Macaroni Grill

text: Ignite Restaurant Group

text: Ignite Restaurant Group


text:
EX-99.1
6
v034754_ex99-1.htm
EX 99.1
EXHIBIT
99.1
Nayna
Networks, Inc
.
4699
Old
Ironsides Drive, Suite 420
Santa
Clara, CA 95054
Phone
(408) 956-8000
Fax
(408)
956-8730
Nayna
Networks Completes Purchase
Of
Abundance Networks
Santa
Clara, Calif., -
January
23, 2006 -
Nayna Networks, Inc.,
(OTCBB:
NAYN),
a
provider of next generation network solutions headquartered in Santa Clara,
California, USA, today announced the close of its purchase of privately-held
Abundance Networks of Shelton, Connecticut with regional sales and R&D
offices in Mumbai, India. Nayna will purchase the AN 3000 and AN 12000 Next
Generation SONET/SDH managed optical multiplexer products as well as the
supporting standards based Element Management System, NetCharmer.
The
purchase of these assets will broaden Nayna's product line by adding Abundance's
integrated access managed TDM/Ethernet over SONET/SDH optical solutions to
Nayna's Fiber to The Premises (FTTP) ExpressSTREAM products. The Abundance
R&D team will significantly expand Nayna's capability to further develop and
enhance its current product line. Also, Abundance's extensive distribution
channels in India will give Nayna the opportunity to sell its product line
in
the India market.
"We
are
excited to close on this acquisition and looking forward to working with
the
Abundance team in executing our growth strategy", said Naveen Bisht, president
and CEO, Nayna Networks, Inc. "This acquisition will provide a key platform for
Nayna to take advantage of the high-growth opportunities in emerging markets
like India".
"Joining
with Nayna will allow Abundance to expand both its product offering and market
reach", added Suresh Pillai", President and CEO of Abundance Networks. "We have
been successful in the Indian market with our STM-1 and STM-4 solutions and,
as
part of Nayna, we will be able to market these solutions worldwide. With
Nayna's
resources, we will also be able to further develop our metro edge product
line,
thus enabling us to deliver the range of product offerings our customers
are
demanding".
"The
addition of Abundance Networks will allow Nayna to offer a complete end-to-end
broadband solution to our customers", said Gautam Chanda, vice president,
Business Development, Nayna Networks. "Our combined R&D team will enable
Nayna to deliver the next generation features and capabilities in our expanded
product portfolio. We are confident this combined solution will satisfy our
customers' needs for an integrated state-of-the-art networking
system."
About
Abundance Networks
Abundance
Networks delivers next generation managed TDM/Ethernet over SONET/SDH solutions
for the metro edge network.
About
Nayna Networks, Inc.
Nayna
Networks, Inc., delivers next generation network solutions. More information
is
available at http://www.nayna.com/.
In
addition, all shareholders and interested parties are invited to sign into
our
private Corporate Guest Book at http://www.CorporateGuestBook.com/?NAYN
to
receive timely updates and information on future developments.
Forward
Looking Statements
This
press release contains forward-looking statements which are subject to safe
harbors created under the U.S. federal securities laws. These statements
include, among others, statements relating to the market for network solutions
services and IT infrastructure management services, the integration of Abundance
Networks' service offerings into Nayna Networks, and the timeframe during which
the merger is expected to close. Statements regarding future events are based
on
the parties' current expectations and are necessarily subject to associated
risks related to, among other things, obtaining Abundance Networks' member and
regulatory approval of the merger, the potential impact on the business of
Abundance Networks due to uncertainty about the merger, the retention of
employees of Abundance Networks, the ability of Nayna to successfully integrate
Abundance Networks' services, technology and operations and to achieve planned
synergies, Nayna's ability to sell products and services into new regions, such
as India, and whether, and how quickly, the market for network solutions
services and IT infrastructure management services develops and evolves as
anticipated. Therefore, actual results may differ materially and adversely
from
those expressed in any forward-looking statements. For more information
regarding Forward Looking Statements and related risks, see the "Risk Factors"
section of Nayna's filings with the SEC. The company undertakes no obligation
to
revise or update any forward-looking statements for any reason.
All
products or services mentioned in this document are trademarks, service marks,
registered trademarks or registered service marks of their respective
owners.
Contact
Information
Nayna
Networks, Inc.
Jim
Connor, 408-956-8000 x831
jim@nayna.com

text:
Nayna
Networks

text:
Nayna
Networks

text: Abundance Networks

text: Nayna Networks, Inc.

text: Abundance Networks

text: Nayna

text: Nayna

text: Nayna

text: Nayna

text: Nayna

text: Naveen Bisht

text: Nayna Networks, Inc.

text: Nayna

text: Nayna

text: Abundance Networks

text: Nayna

text: Nayna

text: Abundance Networks

text: Nayna

text: Gautam Chanda

text: Nayna Networks

text: Nayna

text: Abundance Networks

text:
Abundance
Networks

text: Nayna Networks, Inc.

text:
Nayna
Networks, Inc.

text:
Abundance
Networks

text: Nayna Networks

text: Abundance Networks

text: Abundance Networks

text: Abundance Networks

text: Nayna

text: Abundance Networks

text: Nayna

text: Nayna

text:
Nayna
Networks, Inc.


text:
EX-99.1
2
exh991.htm
PRESS RELEASE
Exhibit 99.1
KOHL'S CORPORATION COMPLETES SALE OF PROPRIETARY
CREDIT CARD TO CHASE
Menomonee Falls, Wis., April 21, 2006 - Kohl's Corporation (NYSE: KSS)
announced today that it completed the sale of its proprietary credit card business to JPMorgan Chase (NYSE: JPM). Under the terms of the purchase and sale agreement, Chase acquired Kohl's private label credit card accounts and the outstanding balances associated with the accounts. Kohl's received approximately $1.6 billion in cash for the account balances outstanding. As previously reported, Kohl's plans to use the net proceeds to repurchase its common stock, to fund store expansion and for general corporate purposes.
Additionally, the companies have entered into a multi-year agreement that provides for Kohl's to receive ongoing payments related to the profitability of the credit card portfolio.
Kohl's and Chase will also work together on various marketing initiatives designed to increase Kohl's sales and further enhance credit growth and profitability.
Kohl's will maintain its current credit operations and will continue to handle all customer service functions and be responsible for all advertising and marketing related to its credit card customers. All of Kohl's current credit organization associates will remain employees of Kohl's. Further, the company expects the credit organization to grow to support the long-term growth plans of the company.
Kohl's charge card customers will continue to receive the same great benefits with the use of their charge card. Customers should continue to use their cards in the same manner as they do today.
About Kohl's
Based in Menomonee Falls, Wis., Kohl's is a family-focused, value-oriented specialty department store offering moderately priced national and exclusive brand apparel, shoes, accessories, home and beauty products in an exciting shopping environment. Kohl's operates 749 stores in 43 states. For a list of store locations and information, or for the added convenience of shopping online, visit Kohl's Web site at
www.Kohls.com
.
Investor Relations Contact:
Wes McDonald, Chief Financial Officer, (262) 703-1893
Public Relations Contact:
Julie Gardner, Senior Vice President of Marketing, (262) 703-1305
About JPMorgan Chase & Co.
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $1.2 trillion and operations in more than 50 countries. The company has more than 100 million credit cards issued. Under the JPMorgan and Chase brands, the firm serves millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients. Information about the firm is available at www.jpmorganchase.com.
Public Relations Contact:
Jessica Iben, (302) 282-6150, Jessica.e.iben@chase.com
###

text: KOHL'S CORPORATION

text:
PROPRIETARY
CREDIT CARD

text: CHASE

text: Kohl's Corporation

text: proprietary credit card business

text: JPMorgan Chase

text: Chase

text: Kohl

text: Kohl

text: Kohl

text: Kohl

text: Kohl

text: Chase

text: Kohl

text: Kohl

text: Kohl

text: Kohl

text: Kohl

text: Kohl

text: Kohl

text: Kohl

text: Kohl

text: JPMorgan Chase

text: JPMorgan Chase

text: Chase


text:
EX-99.1
3
a18-18334_98ex99d1.htm
EX-99.1
Exhibit 99.1
12 JUNE 2019
Issuance of CDIs and despatch of holding statements
Amcor plc ("
New Amcor
") advises that in connection with the scheme of arrangement between Amcor Limited and its shareholders to create a new holding company, New Amcor, in order to effect the combination of Amcor Limited and Bemis Company, Inc ("
Bemis
") ("
Scheme
"):
·
1,133,201,737 New Amcor CHESS Depository Interests ("
New Amcor CDIs
") were issued on Tuesday, 11 June 2019 (Melbourne time); and
·
CHESS allotment confirmation notices and issuer-sponsored holding statements in relation to the CDIs were issued on Tuesday, 11 June 2019 (Melbourne time).
One CDI represents a beneficial ownership interest in one New Amcor ordinary share ("
New Amcor Share
").
CDIs commenced trading on ASX on a deferred settlement basis on Wednesday, 5 June 2019 (Melbourne time). CDIs commenced trading on a normal settlement basis today (Melbourne time).
As at today (Melbourne time), following implementation of the Scheme and closing of the Merger with Bemis, New Amcor had the following securities on issue:
·
1,623,529,603 New Amcor Shares quoted on New York Stock Exchange (but which are not quoted on ASX), of which:
·
1,133,201,737 New Amcor Shares underlie the CDIs which have been issued; and
·
the balance, being 490,327,866, do not underlie any CDIs;
·
1,506,882 unquoted New Amcor share rights (subject to vesting conditions) and vesting on various dates (each of which is convertible into New Amcor Shares on a 1:1 basis);
·
1,712,610 unquoted New Amcor performance rights/shares (subject to performance and vesting conditions) and vesting and expiring on various dates (each of which is convertible into New Amcor Shares on a 1:1 basis); and
·
10,798,875 unquoted New Amcor options (subject to performance and vesting conditions) and vesting and expiring on various dates (each of which is convertible into New Amcor Shares on a 1:1 basis).
1
In connection with New Amcor's acquisition of Bemis, New Amcor intends to issue approximately 2,376,933 additional New Amcor Shares to holders of Bemis equity awards as consideration for the cancellation of those awards.
ENDS
For further information please contact:
Investors
Media - Australia
Media - Europe
Media - North America
Tracey Whitehead
James Strong
Ernesto Duran
Daniel Yunger
Head of Investor Relations
Head of Global Communications
Amcor
Citadel-MAGNUS
Amcor
KekstCNC
+61 3 9226 9028
+61 448 881 174
+41 78 698 69 40
+1 212 521 4879
tracey.whitehead@amcor.com
jstrong@citadelmagnus.com
ernesto.duran@amcor.com
daniel.yunger@kekstcnc.com
Liz Cohen
KekstCNC
+1 212 521 4845
liz.cohen@kekstcnc.com
About Amcor
Amcor is
a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home- and personal-care, and other products. Amcor works with leading companies around the world to protect their products and the people who rely on them, differentiate brands, and improve value chains through a range of flexible and rigid packaging, specialty cartons, closures, and services. The company is focused on making packaging that is increasingly light-weighted, recyclable and reusable, and made using a rising amount of recycled content. Around 48,000 Amcor people generate US$13 billion in sales from operations that span about 250 locations in 40-plus countries. NYSE: AMCR; ASX: ASC
www.amcor.com |
LinkedIn | Facebook | Twitter | YouTube
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "
Securities Act
"), and Section 21E of the Securities Exchange Act of 1934, as amended. Amcor Limited ("
Amcor
"), its subsidiary Amcor plc (f/k/a Arctic Jersey Limited) ("
New Amcor
") and Bemis Company, Inc. ("
Bemis
") have identified some of these forward-looking statements with words like "believe", "may", "could", "would", "might", "possible", "will", "should", "expect", "intend", "plan", "anticipate", "estimate", "potential", "outlook" or "continue", the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this communication include, without limitation, statements about the anticipated benefits of the contemplated transactions, including future financial and operating results and expected synergies and cost savings related to the contemplated transactions, the plans, objectives, expectations and intentions of Amcor, New Amcor or Bemis and the expected timing of the completion of the contemplated transactions. Such statements are based on the current expectations of the management of Amcor or Bemis, as applicable, are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. None of Amcor, New Amcor or Bemis, or any of their respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause results to differ from expectations include, but are not limited to: uncertainties as to the timing of the contemplated transactions; uncertainties as to the approval of the transactions by Bemis' and Amcor's shareholders, as required in connection with the contemplated transactions; the possibility that a competing proposal will be made; the possibility that the closing conditions to the contemplated transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary approval; the effects of disruption caused by the announcement of the contemplated transactions or the performance of the parties' obligations under the transaction agreement making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in connection with the contemplated transactions may affect the timing or occurrence of the contemplated transactions or result in significant costs of defense, indemnification and liability; uncertainties as to the availability and terms of refinancing for the existing indebtedness of Amcor or Bemis in connection with the contemplated transactions; uncertainties as to whether and when
New Amcor may be listed in the US S&P 500 index and the S&P / ASX 200 index; uncertainties as to whether, when and in what amounts future dividend payments may be made by Amcor, Bemis or New Amcor; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transactions; transaction costs; actual or contingent liabilities; disruptions to the financial or capital markets; other risks and uncertainties discussed in Amcor's disclosures to the Australian Securities Exchange ("
ASX
"), including the "2018 Principal Risks" section of Amcor's Annual Report 2018; and other risks and uncertainties discussed in Bemis' filings with the U.S. Securities and Exchange Commission (the "
SEC
"), including the "Risk Factors" section of Bemis' annual report on Form 10-K for the fiscal year ended December 31, 2018. You can obtain copies of Amcor's disclosures to the ASX for free at
2
ASX's website (www.asx.com.au). You can obtain copies of Bemis' filings with the SEC for free at the SEC's website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and none of Amcor, New Amcor or Bemis undertakes any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.
3

text: New Amcor

text: New Amcor

text: Bemis

text: Bemis

text: New Amcor

text: New Amcor

text: New Amcor

text: New Amcor

text: Bemis

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text: New Amcor

text: New Amcor

text: New Amcor

text: New Amcor

text: New Amcor

text: New Amcor

text: New Amcor

text: New Amcor

text: New Amcor

text: Bemis

text: New Amcor

text: New Amcor

text: Bemis

text: New Amcor

text: Bemis

text: Bemis

text: New Amcor

text: Bemis

text: Bemis

text: New Amcor

text: Bemis

text: Bemis

text: Bemis

text: New Amcor

text: Bemis

text: New Amcor

text: Bemis

text: Bemis

text: Bemis

text: New Amcor

text: Bemis


text:
EX-99.1
17
a10-21125_1ex99d1.htm
EX-99.1
Exhibit
99.1
General Growth Properties Completes Financial
Restructuring and Emerges From Chapter 11
David
Keating
Vice President
Corporate Communications
(312) 960-6325
CHICAGO - November 9, 2010
- General
Growth Properties, Inc. (NYSE: GGP) today announced it has successfully
completed the final steps of its financial restructuring and has emerged from
Chapter 11. The emergence marks the conclusion of one of the largest and most
complex bankruptcy cases in U.S. corporate history.
"Today
marks the successful end of one chapter in GGP's history and the beginning of
another", said Adam Metz, chief executive officer of GGP. "Over the past
nineteen months, we have taken extraordinary steps to remake GGP's entire
financial structure while at the same time refocusing our operations across all
of our shopping mall properties. I am especially grateful to our employees for
their commitment and dedication throughout this challenging process. We
continue the important work of executing on the many operational and financial
improvements we initiated during the reorganization process".
In
its historic restructuring, GGP successfully:
Consensually restructured
approximately $15 billion of project-level debt
Recapitalized with $6.8
billion in new equity capital
Paid all creditor claims in
full
Achieved substantial
recovery for equity holders
As
part of its plan of reorganization, GGP has split itself into two separate and
independent publicly traded corporations. GGP shareholders as of the record
date of November 1, 2010 received common stock in both companies. The new
GGP, which will commence trading tomorrow on The New York Stock Exchange under
the ticker symbol "GGP", is the second-largest shopping mall owner and operator
in the country, with more than 183 regional malls in 43 states. The spin-off
company, The Howard Hughes Corporation, consists of GGP's portfolio of master
planned communities and other strategic real estate development opportunities.
This company will trade under the ticker symbol "HHC" on The New York Stock
Exchange.
UBS
Investment Bank and Miller Buckfire & Co., LLC are serving as
financial advisors to General Growth Properties in connection with the
restructuring, and Weil, Gotshal & Manges LLP and Kirkland &
Ellis LLP are acting as legal counsel to the Company.
ABOUT "New" GGP
"New" GGP will have ownership and management interest in more than 183 regional
shopping malls in 43 states as well as ownership interests in other rental
properties.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements. Actual results may
differ materially from the results suggested by these forward-looking
statements, for a number of reasons, including, but not limited to, the success
of our equity offering, our ability to refinance, extend, restructure or repay
our near and intermediate term debt, our substantial level of indebtedness, our
ability to raise capital through equity issuances, asset sales or the
incurrence of new debt, retail and credit market conditions, impairments, our
liquidity demands and retail and economic conditions. Readers are referred to
the documents filed by General Growth Properties, Inc. with the Securities
and Exchange Commission, which further identify the important risk factors
which could cause actual results to differ materially from the forward-looking
statements in this release. The Company disclaims any obligation to update any
forward-looking statements.

text:
David
Keating

text: Adam Metz

text:
UBS
Investment Bank

text: Miller Buckfire & Co., LLC

text: Weil, Gotshal & Manges LLP

text:
Kirkland &
Ellis LLP


text:
EX-99.1
4
wound8kex991100209.htm
PRESS RELEASE
News Release
:
Wound Management Technologies Acquires
Resorbable Orthopedics
Specialty Medical Products Company Enters $10 Billion Orthopedic Biomaterials Market with Patented Technologies
FORT WORTH, TX -
Oct.1
, 2009
-- Wound Management Technologies, Inc., (OTC BB: WNDM) a rapidly growing provider of specialty medical products, announced today it has closed on its acquisition of Resorbable Orthopedics LLC, a private company with patented technologies including a resorbable bone wax and a delivery system
for orthopedic bone void fillers, among others.
Under the terms of the agreement, Resorbable Orthopedics has become a wholly owned subsidiary of Wound Management Technologies in a stock transaction.
Scott Haire, CEO of Wound Management Technologies, said, "This highly significant acquisition adds complementary orthopedic biomaterials products to our existing
CellerateRx
wound care products. Wound Management Technologies, through two subsidiaries, is participating in one of the fastest growing medical markets worldwide. The total global biomaterial market is currently $28 billion and is expected to exceed $58 billion in the next five years.
The orthopedic biomaterials market is approximately $10 billion alone, driven by improved patient benefits, a shorter FDA approval cycle and an aging population ever more aware of biomaterial benefits".
"Wound Management Technologies is executing our strategy for rapid growth. The building blocks are coming together and the acquisition of Resorbable Orthopedics is another accomplishment for Wound Management Technologies. We are executing on our strategy to broaden our platform technologies that target a growing patient population. Diabetes
and orthopedic disorders are expanding internationally and we are responding by establishing global distribution channels", said Haire.
Barry Constantine, founder of Resorbable Orthopedics LLC, said, "The patent offers innovative, safe and effective resorbable orthopedic products. The bone wax and delivery system address issues such as "bone wax granuloma" and the delivery of materials that manage bone wound healing in a cost effective manner. At a time when there is a great need for safer and more affordable health care products, these are well timed solutions".
--MORE-
Wound Management Technologies, Inc.
Page 1
of 2
The Resorbable Orthopedics
products covered by patents are:
. A resorbable orthopedic hemostat (resorbable bone wax) used to stop blood flow. The U.S. market potential for this product is approximately $10 million.
. A delivery system for osteogenic/osteoinductive orthopedic products (bone void fillers). The market potential for bone void fillers has been estimated at $1.4 billion
. The company's patents also cover the formula as a delivery system for bone growth factors.
About Wound
Management Technologies, Inc.
Wound Management Technologies, through its subsidiary Wound Care Innovations, markets and distributes wound care products to the healthcare market under patented technology licensed to the company. The company is positioned and seeks to be a leading provider of wound care products. The company's corporate headquarters are in Fort Worth,
Texas.For more information please visit the company's website at
www.celleraterx.com
.
An online investor kit including press releases, current price quotes, stock charts and other valuable information for investors may be found at
http://www.hawkassociates.com
.
A profile for investors can be accessed at
http://www.hawkassociates.com/clients/profile/wnmd.cfm
.
To receive free e-mail notification of future releases for Wound Management, sign up at
www.hawkassociates.com/about/alert/
.
Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995: The statements in the press release that relate to the company's expectations with regard to the future impact on the company's results from new products in development are "forward-looking statements", within the meaning of the Private Securities Litigation
Reform Act of 1995. Since this information may contain statements that involve risk and uncertainties and are subject to change at any time, the company's actual results may differ materially from expected results. This document may contain forward-looking statements concerning the Company's operations, current and future performance and financial condition. These items involve risks and uncertainties such as product demand, market and customer acceptance, the effect of economic
conditions, competition, pricing, the ability to consummate and integrate acquisitions, and other risks and uncertainties detailed in the Company's SEC filings. The Company undertakes no obligation to revise any of these statements to reflect the future circumstances or the occurrence of unanticipated events.
Contacts:
Product information, contact Cathy Bradshaw at 954-315-9242.
Shareholder relations, contact Lucy Singleton at 817-820-7080.
Investor relations information, contact Frank Hawkins or Julie Marshall, Hawk Associates,
at 305-451-1888 or email
woundmanagement@hawkassociates.com
.
--MORE-
Wound Management Technologies, Inc.
Page 2
of 2

text: Wound Management Technologies

text: Resorbable Orthopedics

text: Wound Management Technologies, Inc.

text: Resorbable Orthopedics LLC

text: Resorbable Orthopedics

text: Wound Management Technologies

text: Scott Haire

text: Wound Management Technologies

text: Wound Management Technologies

text: Wound Management Technologies

text: Resorbable Orthopedics

text: Wound Management Technologies

text: Barry Constantine

text: Resorbable Orthopedics LLC

text: Wound Management Technologies, Inc.

text: Resorbable Orthopedics

text:
Wound
Management Technologies, Inc.

text: Wound Management Technologies

text: Wound Management Technologies, Inc.


text:
EX-99.36
29
ex9936.htm
EXHIBIT 99.36
Ex 99.36
Exhibit 99.36
LEASE INDUCEMENT FEE AGREEMENT
THIS LEASE INDUCEMENT FEE AGREEMENT (this "Agreement") is made and entered into as of April 30, 2015 (the "Effective Date"), by and between ADCARE HEALTH SYSTEMS, INC., a Georgia corporation ("AdCare") and ARIA HEALTH CONSULTING, LLC, a Delaware limited liability company ("Aria").
WHEREAS, AdCare, either directly or through affiliated entities (collectively, the "AdCare Entities"), owns and operates the assisted living facility and the skilled nursing facilities identified on Exhibit "A" attached hereto (each a "Facility" and collectively, the "Facilities"); and
WHEREAS, the AdCare Entities have entered into subleases with certain entities affiliated with Aria (collectively, the "Aria Entities") dated as of January 16, 2015, as amended by those certain First Amendments to Sublease Agreements dated February 27, 2015, by those certain Second Amendments to Sublease Agreements dated March 31, 2015, and by those certain Third Amendments to Sublease Agreements dated of even date herewith (as amended, collectively, the "Subleases") pursuant to which the Aria Entities have agreed to sublease the Facilities from the AdCare Entities; and
WHEREAS, as an inducement for the Aria Entities to enter into the Third Amendments to Subleases and to commence operation of the Facilities as of the Lease Commencement Date, AdCare has agreed to pay to Aria a lease inducement fee on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:
1.Capitalized Terms. All capitalized but undefined terms used in this Agreement shall have the meanings ascribed to them in the Subleases.
1. Lease Inducement Fee. Within one (1) business day following the Lease Commencement Date, AdCare shall pay to Aria a lease inducement fee equal to (i) $2,000,000.00 minus (ii) the Security Deposits for all Facilities, (iii) the first month's Base Rent for all Facilities and (iv) the first month's Special Rent for all Facilities (hereinafter such net amount is referred to as the "Lease Inducement Fee"). The Lease Inducement Fee shall be paid by wire transfer in accordance with wire transfer instructions attached hereto as Exhibit "B".
2. Severability. Aria and AdCare covenant and agree that the provisions contained herein are reasonable and are not known or believed to be in violation of any federal, state, or local law, rule or regulation. Except as noted below, should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining terms or provisions of this Agreement will not be affected thereby and the invalid or unenforceable term or provision will be deemed not to be a part of this Agreement. The covenants set forth in this Agreement are to be reformed if held to be unreasonable or unenforceable, in whole or in part, and, as written and as reformed, will be deemed to be part of this Agreement.
3. Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred, in whole or in part, by Aria. Upon a merger or sale of substantially all of the assets or a controlling interest in any or all of AdCare, this Agreement shall remain in full force and effect and be binding against AdCare and its successors-in-interest.
4. Entire Agreement; Modification; Governing Law. This Agreement constitutes the entire understanding of AdCare and Aria regarding the subjects addressed herein, and this Agreement supersedes and replaces all prior oral or written understandings and discussions concerning such subjects. This Agreement can be modified only by a writing signed both by AdCare and Aria. This Agreement will be interpreted in accordance with and governed by the laws of the State of Arkansas without regarding to conflicts of law principles.
5. Non-Waiver. The failure of either party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights or remedies hereunder will not be construed as a waiver to assert or rely upon any such provision, right or remedy in that or any other instance.
6. Notices. Any notice or other communication under this Agreement will be in writing, signed by the party making the same, and will be delivered by hand, by overnight delivery service, or sent by certified mail, postage prepaid, addressed as follows: (i) if to AdCare, to Two Buckhead Plaza, 3050 Peachtree Road NW, Suite 355, Atlanta, Georgia 30305 Attn: CEO and (ii) if to Aria, at 2 Office Park Circle, Suite 110, Birmingham, Alabama 35223-2512, Attn: Blaine Brint, CFO. A mailed notice will be deemed given on the date three days after being deposited in the mail with proper postage affixed. Other authorized forms of notice will be deemed given when the notice is actually delivered to the notice address. A notice address may be changed by written notice of the change to the other party.
[Signatures Appear on Following Page]
IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the Effective Date.
ADCARE:
ADCARE HEALTH SYSTEMS, INC,
a Georgia corporation
/s/ William McBride
Name: William McBride
Title: Manager / CEO
ARIA
ARIA HEALTH CONSULTING, LLC
a Delaware limited liability company
/s/ R. Denny Barnett
Name: R. Denny Barnett
Title: CEO
EXHIBIT "A"
FACILITIES
Facility Name and Address
Owner
Operator
Homestead Manor Nursing Home
826 North Street
Stamps, AR 71860-4522
Homestead Property Holdings, LLC
Homestead Nursing, LLC
Heritage Park Nursing Center
1513 S. Dixieland Road
Rogers, AR 72758-4935
Park Heritage Property Holdings, LLC
Park Heritage Nursing, LLC
Stone County Nursing and Rehabilitation Center
706 Oak Grove Street
Mountain View, AR 72560-8601
Mt. V Property Holdings, LLC
Mountain View Nursing, LLC
Stone County Residential Care Facility
414 Massey Avenue
Mountain View, AR 72560-6132
Mountain Top Property Holdings, LLC
Mountain Top ALF, LLC
West Markham Sub Acute and Rehabilitation Center
5720 West Markham Street
Little Rock, AR 72205
Little Rock HC&R Property Holdings, LLC
Little Rock HC&R Nursing, LLC
Woodland Hills Healthcare and Rehabilitation
8701 Riley Dr.
Little Rock, AR 72205-6509
Woodland Hills HC Property Holdings, LLC
Woodland Hills HC Nursing, LLC
Northridge Healthcare and Rehabilitation
2501 John Ashley Dr.
North Little Rock, AR 72114-1815
Northridge HC&R Property Holdings, LLC
Northridge HC&R Nursing, LLC
Cumberland Health and Rehabilitation Center
1516 South Cumberland Street
Little Rock, AR 72202-5065
APH&R Property Holdings, LLC
APH&R Nursing, LLC
EXHIBIT "B"
ARIA'S WIRE INSTRUCTIONS
HNZW//3583-1

text: ADCARE HEALTH SYSTEMS, INC.

text: ARIA HEALTH CONSULTING, LLC

text: Blaine Brint

text: ARIA HEALTH CONSULTING, LLC

text: Little Rock

text: Little Rock

text: Little Rock

text: Little Rock

text: Little Rock

text: Little Rock


text:
EX-99.1
2
rrd146276_18325.htm
PRESS RELEASE DATED FEBRUARY 8, 2007
Fairchild Announces Successful Completion of Tender Offer for System General
Fairchild Announces Successful Completion of Tender Offer for System General
South Portland, Maine - February 8, 2007 - Fairchild Semiconductor (NYSE: FCS), the leading global supplier of power semiconductors, today announced the successful completion of the previously-announced tender offer by one of its wholly owned subsidiaries to acquire up to 100 percent of the outstanding shares of System General Corporation for NT$93 per share. 65,459,517 shares of System General stock were acquired on February 5, 2007, representing 95.59 percent of System General 's outstanding shares. The tender offer expired as scheduled and was not extended. The total amount paid for the tendered shares was approximately $US 185.7 million, based on current exchange rates. The purchase price was funded with cash. The company intends to acquire the remaining System General shares through a share swap and merger, provided that certain conditions are met, including regulatory approvals, which the company expects to obtain.
In the transaction, approximately 250 System General employees will join Fairchild, including the current management team. System General will continue normal operations under its name prior to the share swap, and will operate as an independent business within Fairchild during that time. After the completion of the transaction, Fairchild and System General's management will work together to combine the power conversion businesses of each company and form a single business unit targeting worldwide AC/DC offline power conversion applications.
Special Note on Forward-Looking Statements and Risk Factors:
This news release contains forward-looking statements, including those regarding our ability to successfully satisfy the conditions to complete the acquisition including the share swap and merger. These statements are based on management's assumptions and expectations, which involve risk and uncertainty. Many factors could cause actual results to differ materially from those expressed in forward-looking statements. These factors include, but are not limited to, our ability to consummate and satisfy the conditions to closing the share swap and merger; our ability to successfully address the challenges associated with integrating this acquisition; and our ability to retain and develop System General's markets, facilities and personnel. System General is currently appealing the outcome of proceedings before the U.S. International Trade Commission (ITC) involving allegations of patent infringement, and is a defendant in a patent infringement lawsuit in the U.S. District Court for the Northern District of California. Both the ITC proceeding and the lawsuit were initiated by Power Integrations, Inc. As in all litigation, the results of these matters are difficult to predict and no assurance can be given as to the outcome of these proceedings. An adverse outcome in these matters after completion of the acquisition could negatively impact our financial results. We are also involved in patent infringement litigation against Power Integrations in U.S. district courts in Delaware and Texas, as a defendant and as a plaintiff, respectively. These lawsuits and risk factors, and other risk factors as they relate to Fairchild are discussed in the company's quarterly and annual reports filed with the SEC and are available at the Investor Relations section of Fairchild web site at www.fairchildsemi.com or the SEC's web site at www.sec.gov.
About Fairchild Semiconductor:
Fairchild Semiconductor (NYSE: FCS) is the leading global supplier of high-performance power products critical to today's leading electronic applications in the computing, communications, consumer, industrial and automotive segments. As The Power Franchise®, Fairchild offers the industry's broadest portfolio of components that optimize system power. Fairchild's 9,000 employees design, manufacture and market power, analog and mixed signal, interface, logic, and optoelectronics products. Please contact us on the web at www.fairchildsemi.com.
Editorial Contacts:
Fairchild Semiconductor:
Agency Contact:
Patti Olson
Barb Ewen
Corporate Communications
CHEN PR
(207)775-8728 Fax: (207) 775-8161
(781) 672-3114 Fax: (781) 466-8989
Email: patti.olson@fairchildsemi.com
Email: bewen@chenpr.com

text: Fairchild

text: System General

text: Fairchild

text: System General

text: Fairchild Semiconductor

text: System General Corporation

text: System General

text: System General

text: System General

text: System General

text: Fairchild

text: System General

text: Fairchild

text: Fairchild

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text: System General

text: System General

text: Fairchild

text: Fairchild

text: Fairchild Semiconductor

text: Fairchild Semiconductor

text: Fairchild

text: Fairchild

text: Fairchild Semiconductor