text:
EX-99.1
10
file010.htm
PRESS RELEASE
YouthStream Media Networks, Inc.
Completes Acquisition of Steel Mini-Mill
Located in Ashland, Kentucky
New York, New York, March 10, 2005 - YouthStream Media Networks, Inc. (OTC
Bulletin Board: YSTM) (the "Company") announced today that it had completed the
acquisition of KES Acquisition Company, LLC ("KES Acquisition"), the owner and
operator of Kentucky Electric Steel, a steel mini-mill located in Ashland,
Kentucky (the "Mill"). The Company will consolidate the operations of the Mill
through its ownership of KES Acquisition commencing March 1, 2005. The Mill has
been producing steel for approximately fifty years, and was acquired by the
sellers through a bankruptcy proceeding in September 2003. Following the
acquisition, the Mill was refurbished and has been generating revenues since
late January 2004.
In connection with the acquisition, the Company formed a new subsidiary,
YouthStream Acquisition Corp. ("Acquisition Corp."), in which the Company owns
80.01% of the total outstanding common stock and 100% of the voting common
stock. The remaining 19.99% common stock interest in Acquisition Corp. is owned
by the sellers of KES Acquisition. The Company capitalized Acquisition Corp.
with an aggregate of $500,000 in cash. Acquisition Corp. issued to the sellers
of KES Acquisition (i) 25,000 shares of its non-convertible non-voting
redeemable preferred stock with a redemption price equal to $25,000,000 and a
13% annual cumulative dividend and (ii) senior subordinated promissory notes in
the aggregate principal amount of $40,000,000 with an annual interest rate of
8%.
Additional information with regard to this transaction can be found in the
Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission on February 25, 2005, which can be viewed online at www.sec.gov.
For further information, the Company can be contacted at 212-883-0083.

text: YouthStream Media Networks, Inc.

text: YouthStream Media Networks, Inc.

text: KES Acquisition Company, LLC

text: YouthStream Acquisition Corp.


dataset: buster

text:
EX-99.1
5
gpp-20210322xex99_1.htm
EX-99.1
Press Release for Ord Closing
Exhibit 99.1
FOR IMMEDIATE RELEASE
Green Plains Completes Sale of Ord, Nebraska Plant
OMAHA, Neb., March 23, 2021 (GLOBE NEWSWIRE)  Green Plains Inc. (NASDAQ:GPRE) today announced that its subsidiary, Green Plains Ord LLC, has completed the previously announced sale of its ethanol plant located in Ord, Nebraska, to GreenAmerica Biofuels Ord LLC for $64 million, plus working capital. In conjunction with this transaction, Green Plains Partners LP (NASDAQ:GPP) today also announced it has completed the sale of the storage assets and the assignment of certain rail transportation assets associated with Green Plains Ord LLC for $27 million. The partnership's proceeds from the transaction were used to repay debt.
About Green Plains Inc.
Green Plains Inc. (NASDAQ:GPRE) is a leading biorefining company focused on the development and utilization of fermentation, agricultural and biological technologies in the processing of annually renewable crops into sustainable value-added ingredients. This includes the production of cleaner low carbon biofuels, renewable feedstocks for advanced biofuels and high purity alcohols for use in cleaners and disinfectants. Green Plains is an innovative producer of Ultra-High Protein and novel ingredients for animal and aquaculture diets to help satisfy a growing global appetite for sustainable protein. The Company also owns a 48.9% limited partner interest and a 2.0% general partner interest in Green Plains Partners LP. For more information, visit www.gpreinc.com.
About Green Plains Partners LP
Green Plains Partners LP (NASDAQ:GPP) is a fee-based Delaware limited partnership formed by Green Plains Inc. to provide fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage terminals, transportation assets and other related assets and businesses. For more information about Green Plains Partners, visit www.greenplainspartners.com.
Green Plains Inc. Contacts
Investors: Phil Boggs | Senior Vice President, Investor Relations | 402.884.8700 | phil.boggs@gpreinc.com
Media: Leighton Eusebio | Manager, Public Relations | 402.952.4971 | leighton.eusebio@gpreinc.com

label: organization

text: Green Plains Inc.

text: Green Plains Ord LLC

text: GreenAmerica Biofuels Ord LLC

text: Green Plains Partners LP

override: organization

text: Green Plains Ord LLC

text: Green Plains Inc.

text: Green Plains Inc.

text: Green Plains Partners LP

text: Green Plains Partners LP

text: Green Plains Partners LP

text: Green Plains Inc.

text: Green Plains Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
a10-24224_1ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS FOR IMMEDIATE RELEASE: DECEMBER 21, 2010
MESA LABS ACQUIRES THE BIOLOGICAL INDICATORS
BUSINESS OF APEX LABORATORIES, INC.
LAKEWOOD, CO
- Mesa Laboratories, Inc. (NASDAQ:MLAB), a Lakewood, Colorado based manufacturer of electronic instruments and disposables today announced the acquisition of the biological indicators business of Apex Laboratories, Inc., a North Carolina based company. The acquisition of the Apex business is expected to be immediately accretive to Mesa's earnings per share.
Apex Labs is the worldwide leader in sales of biological indicators (BI) for hydrogen peroxide vapor systems that operate at ambient pressures. These processes are commonly used for decontamination of glove boxes, aseptic processing lines, and entire rooms in the pharmaceutical, medical device, healthcare, and food industries. Biological indicators are used to ensure that the conditions in enclosures are appropriate to achieve the proper level of decontamination. Apex pioneered this market in the mid-1990's with the introduction of a BI using a small stainless steel disk as the bacterial spore carrier. As the market grew, the Apex disk became the standard in the industry for quality control applications.
Mesa Labs was founded in 1982 and manufactures instruments and disposable products utilized in connection with industrial applications and healthcare. Products include DataTrace data loggers and Torqo torque testers for quality control applications in pharmaceutical, food, and medical device manufacturing; Medical meters used for quality control in dialysis clinics; and Biological Indicators used for quality control of sterilization processes in hospitals and dental offices, along with pharmaceutical and medical device companies.
In this transaction, Apex is selling to Mesa Labs the assets associated with their hydrogen peroxide BI products and services. Following a brief transition period, Mesa will be relocating the Apex business to its newly acquired SGM Biotech division in Bozeman, Montana.
"We are delighted to announce the addition of the Apex line of biological indicators to Mesa's BI businesses", said John J. Sullivan, President and CEO of Mesa Labs. "The Apex hydrogen peroxide BI products complement Mesa Labs' existing line of biological indicators. Apex has captured the major share of this market, due to the excellent customer service and performance characteristics of their hydrogen peroxide BI. Now, with the addition of the Apex BI, Mesa will be able to capitalize on the opportunities in this rapidly growing market".
"I am pleased to find a quality organization like Mesa to continue the Apex BI product line", said Joseph P. Dalmasso, President of Apex." I respect the technical expertise and excellent customer support that resides in Mesa's organization, and I am confident the many loyal customers Apex developed over the past thirteen years will be well served by Mesa's staff".
This news release contains forward-looking statements which involve risks and uncertainties. The Company's actual results could differ materially from those in any such forward-looking statements. Additional information concerning important factors that could cause results to differ materially from those in any such forward-looking statement is contained in the Company's Annual Report on Form-10K for the year ended March 31, 2010 as filed with the Securities and Exchange Commission, and from time to time in the Company's other reports on file with the Commission.
CONTACTS:
John J. Sullivan; President-CEO
Steven W. Peterson; V.P. Finance-CFO
Mesa Laboratories, Inc.
(303) 987-8000
www.mesalabs.com
###

text: MESA LABS

text: APEX LABORATORIES, INC.

text: Mesa Laboratories, Inc.

text: Apex Laboratories, Inc.

text: Apex

text: Apex

text: Apex

text: Apex

text: Mesa Labs

text: Apex

text: Mesa Labs

text: Apex

text: Apex

label: person

text: John J. Sullivan

text: Mesa Labs

text: Apex

text: Mesa Labs

text: Apex

text: Apex

text: Apex

text: Joseph P. Dalmasso

text: Apex

text: Apex

text: John J. Sullivan

text: Mesa Laboratories, Inc.


text:
EX-99.1
4
ncsm-20170831xex99_1.htm
EX-99.1
Exhibit 991
Exhibit 99.1
NCS Multistage Holdings, Inc.
19450 State Highway 249, Suite 200
Houston, Texas 77070
PRESS RELEASE
NCS MULTISTAGE FINALIZES ACQUISITION OF SPECTRUM TRACER SERVICES
HOUSTON, Sept. 1, 2017 (GLOBE NEWSWIRE) -- NCS Multistage Holdings, Inc. (NASDAQ:NCSM) ("NCS" or the "Company") announced today that it has finalized its acquisition of Spectrum Tracer Services, LLC ("Spectrum"). NCS previously announced, on August 30, 2017, that it entered into a merger agreement to acquire Spectrum.
The merger consideration of $80 million, on a cash-free, debt-free basis, was comprised of approximately $73 million of cash and approximately 0.4 million NCS shares, subject to certain other adjustments. An earn-out provision could provide up to $12.5 million in additional cash consideration if certain financial performance measures related to Spectrum's operations are achieved.
Vinson & Elkins L.L.P. provided legal advice to NCS. Simmons & Company International, Energy Specialists of Piper Jaffray & Co., acted as exclusive financial advisor and Johnson & Jones, P.C. acted as legal advisor to Spectrum in the transaction.
About NCS Multistage
NCS Multistage Holdings, Inc. is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well completions and field development strategies. The Company provides products and services to exploration and production companies for use in horizontal wells in unconventional oil and natural gas formations throughout North America and in selected international markets, including Argentina, China and Russia. The Company's common stock is traded on the NASDAQ Global Select Market under the symbol "NCSM". Additional information is available on the Company's website, www.ncsmultistage.com.
About Spectrum Tracer Services
Spectrum Tracer Services, LLC is a downhole chemical and radioactive ("RA") tracer technology company specializing in well completion diagnostics and reservoir characterization. Spectrum's fracture fluid identifier tracers ("FFITM"), oil-soluble tracers ("OSTTM") and Natural Gas Tracers ("NTTM"), enable efficient, cost-effective downhole diagnostics, providing oil and gas operators with critical data to efficiently optimize reservoir development and production. Spectrum provides its services throughout North America. For more information about Spectrum, visit www.spectrumtracer.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements we make regarding the merger with Spectrum, including the purchase price, earn-out, consummation, financing and other benefits and effects thereof, as well as statements regarding the outlook for our future business and financial performance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to assumptions regarding the
purchase price and other adjustments; risks with integration; an inability to realized expected benefits from the merger or the occurrence of difficulties in connection with the merger; the risk that the merger may result in incurring unexpected costs, liabilities or delay; declines in the level of oil and natural gas exploration and production activity within Canada and the United States oil and natural gas price fluctuations; loss of significant customers; inability to successfully implement our strategy of increasing sales of products and services into the United States; significant competition for our products and services; our inability to successfully develop and implement new technologies, products and services; our inability to protect and maintain critical intellectual property assets; currency exchange rate fluctuations; impact of severe weather conditions; restrictions on the availability of our customers to obtain water essential to the drilling and hydraulic fracturing processes; our failure to identify and consummate potential acquisitions; our inability to accurately predict customer demand; losses and liabilities from uninsured or underinsured drilling and operating activities; changes in legislation or regulation governing the oil and natural gas industry, including restrictions on emissions of GHGs; failure to comply with federal, state and local and non-U.S. laws and other regulations; loss of our information and computer systems; system interruptions or failures, including cyber-security breaches, identity theft or other disruptions that could compromise our information; our failure to establish and maintain effective internal control over financial reporting; our success in attracting and retaining qualified employees and key personnel; our inability to satisfy technical requirements and other specifications under contracts and contract tenders and other factors discussed or referenced in our filings made from time to time with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contact
Ryan Hummer
Chief Financial Officer
(281) 453-2222
IR@ncsmultistage.com

text: NCS Multistage Holdings, Inc.

text: NCS MULTISTAGE

text: SPECTRUM TRACER SERVICES

text: NCS Multistage Holdings, Inc.

text: Spectrum Tracer Services, LLC

text: Spectrum

text: Spectrum

text: Spectrum

text: Vinson & Elkins L.L.P.

text: Johnson & Jones, P.C.

text: Spectrum

text: NCS Multistage

text: NCS Multistage Holdings, Inc.

text: Spectrum Tracer Services

text: Spectrum Tracer Services, LLC

text: Spectrum

text: Spectrum

text: Spectrum

text: Spectrum

text: Ryan Hummer


text:
EX-99.1
4
ea156565ex99-1_healthcare.htm
PRESS RELEASE
Exhibit 99.1
Alpha Tau Medical
and Healthcare Capital Corp. Announce Completion of Business Combination
Alpha Tau Is Expected to Commence Trading
on Nasdaq Under the Ticker "DRTS" on March 8, 2022
JERUSALEM and WILMINGTON, Del., March 7, 2022
/PRNewswire/ -- Alpha Tau Medical Ltd. ("Alpha Tau"), the developer of the innovative alpha-radiation cancer therapy Alpha DaRT™,
and Healthcare Capital Corp. (Nasdaq: HCCC) ("HCCC"), a special purpose acquisition company, announced today the successful
closing of the previously announced business combination (the "Business Combination"). The combined company will continue
to be led by Alpha Tau's existing management team. Alpha Tau's ordinary shares and warrants are expected to begin trading
on Tuesday, March 8, 2022, on Nasdaq under the ticker symbols "DRTS" and "DRTSW", respectively.
The transaction, and the various proposals giving
effect thereto, were approved by the requisite vote of HCCC stockholders at a special meeting of HCCC's stockholders held on February
18, 2022. A Current Report on Form 8-K disclosing the full voting results was filed by HCCC with the Securities and Exchange Commission
on February 22, 2022. Through completion of the Business Combination, Alpha Tau has raised approximately $90 million in gross cash proceeds.
"We are excited to have reached the successful
completion of the merger with HCCC, and appreciate the ongoing support of our existing investors and new joiners to the family, as well
as all of the parties involved in bringing this momentous transaction to fruition", noted Alpha Tau CEO Uzi Sofer. "As we
redouble our efforts to bring our Alpha DaRT technology to patients around the world, we are confident that this significant inflow of
funds will carry us through a significant number of meaningful milestones".
Alpha Tau CFO Raphi Levy added, "We are
proud to have succeeded in executing on a large fundraising amidst a highly challenging market environment. This will afford us the ability
to drive the company forward as we continue to execute on our ambitious plans around the world".
Advisors
Citigroup acted as lead financial advisor to Alpha
Tau. Ladenburg Thalmann also served as financial advisor to Alpha Tau. Value Base M&A Ltd. acted as financial advisor to HCCC on the
transaction. Piper Sandler and Cantor Fitzgerald acted as joint placement agents on the PIPE. Cantor Fitzgerald acted as a capital markets
advisor to HCCC.
Latham & Watkins LLP and Meitar | Law Offices
acted as legal advisors to Alpha Tau. Ellenoff Grossman & Schole LLP and FBC & Co. acted as legal advisors to HCCC. Winston &
Strawn LLP acted as legal advisor to the placement agents.
About Alpha Tau Medical Ltd.
Founded in 2016, Alpha Tau is an Israeli medical
device company that focuses on research, development, and potential commercialization of the Alpha DaRT for the treatment of solid tumors.
The technology was initially developed by Prof. Itzhak Kelson and Prof. Yona Keisari from Tel Aviv University.
Forward-Looking Statements
This press release includes "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used herein, words including "anticipate,"
"being", "will", "plan", "may", "continue", and similar expressions are intended to
identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections,
objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking.
All forward-looking statements are based upon Alpha Tau's and HCCC's current expectations and various assumptions. Alpha Tau believes
there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Alpha Tau may not realize its expectations,
and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking
statements as a result of various important factors, including, without limitation: (i) Alpha Tau's ability to receive regulatory approval
for its Alpha DaRT technology or any future products or product candidates; (ii) Alpha Tau's limited operating history; (iii) Alpha Tau's
incurrence of significant losses to date; (iv) Alpha Tau's need for additional funding and ability to raise capital when needed; (v) Alpha
Tau's limited experience in medical device discovery and development; (vi) Alpha Tau's dependence on the success and commercialization
of the Alpha DaRT technology; (vii) the failure of preliminary data from Alpha Tau's clinical studies to predict final study results;
(viii) failure of Alpha Tau's early clinical studies or preclinical studies to predict future clinical studies; (ix) Alpha Tau's ability
to enroll patients in its clinical trials; (x) undesirable side effects caused by Alpha Tau's Alpha DaRT technology or any future products
or product candidates; (xi) Alpha Tau's exposure to patent infringement lawsuits; (xii) Alpha Tau's ability to comply with the extensive
regulations applicable to it; (xiii) the ability to meet Nasdaq's listing standards following the consummation of the Business Combination;
(xiv) the outcome of any legal proceedings that may be instituted against Alpha Tau or others following the consummation of the
Business Combination and any definitive agreements with respect thereto (xv) the risk that the Business Combination disrupts current plans
and operations of Alpha Tau as a result of the consummation of the transaction described herein; (xvi) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (xvii)
costs related to the Business Combination and being a public company; (xviii) changes in applicable laws or regulations; (xix) impacts
from the COVID-19 pandemic; and the other important factors discussed under the caption "Risk Factors" in Alpha Tau's final
proxy statement/prospectus relating to the Business Combination filed with the SEC on January 13, 2022, and other filings that Alpha Tau
may make with the United States Securities and Exchange Commission. These and other important factors could cause actual results to differ
materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent
management's estimates as of the date of this press release. While Alpha Tau may elect to update such forward-looking statements at some
point in the future, except as required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change.
These forward-looking statements should not be relied upon as representing Alpha Tau's views as of any date subsequent to the date of
this press release.
Contact:
Alpha Tau Medical
Amnon Gat+972-54-9746276
amnong@alphatau.com
Investor Relations Contacts:
Chuck Padala
chuck@lifesciadvisors.com
Eric Goldstein
egoldstein@lifesciadvisors.com
Healthcare Capital Corp.
William Johns
wjohns@healthccc.com

text: Alpha Tau Medical

text: Healthcare Capital Corp.

text: Alpha Tau

text: Alpha Tau Medical Ltd.

text: Alpha Tau

text: Healthcare Capital Corp.

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Citigroup

text:
Alpha
Tau

text: Ladenburg Thalmann

text: Alpha Tau

text: Value Base M&A Ltd.

text: Piper Sandler and Cantor Fitzgerald

text: Cantor Fitzgerald

text: Alpha Tau

text: Ellenoff Grossman & Schole LLP

text: FBC & Co.

text:
Winston &
Strawn LLP

text: Alpha Tau Medical Ltd.

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text:
Alpha
Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau

text: Alpha Tau Medical

text: Healthcare Capital Corp.


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
Contact:
M. Todd Holt
Chief Financial Officer
Knology, Inc.
706-645-8752
todd.holt@knology.com
KNOLOGY ANNOUNCES CLOSING OF $75 MILLION GRACEBA ACQUISITION
WEST POINT, Ga. - (January 4, 2008)
- Knology, Inc. (Nasdaq: KNOL) today closed its
previously-announced acquisition of Graceba Total Communications, Inc., a voice, video and
high-speed internet broadband services provider to residential and business customers in Dothan,
Alabama. The $75 million transaction was funded with the payment of $16 million of cash on hand and
the proceeds of a $59 million incremental term loan facility under the company's existing credit
facility. The incremental debt bears interest at LIBOR plus 2.75% and provides for 1% principal
amortization annually with the balance due on June 30, 2012. The company has fixed the floating
LIBOR rate at 3.995% through an interest rate swap contract.
"The acquisition of Graceba is a very high quality transaction for our company", said Rodger L.
Johnson, President and Chief Executive Officer of Knology, Inc. "The Graceba assets are located in
our Southeast footprint and the business has achieved very good connection growth, subscriber
penetration and EBITDA margins, and most importantly, the business maintains a Knology-like focus
on customer service. We welcome a successful and talented team of employees to the Knology family.
Closing the transaction early in 2008 allows us to deliver a full year of the accretive EBITDA and
free cash flow to our shareholders. In addition, our ability to manage the balance sheet and use a
certain amount of cash on hand as well as maintain our solid credit position through the
utilization of the incremental term loan to fund the transaction serves our shareholders well".
About Knology
Knology Inc., headquartered in West Point, Georgia, is a leading provider of interactive
communications and entertainment services in the Southeast and in the South Dakota region. Knology
serves both residential and business customers with one of the most technologically advanced
broadband networks in the country. Innovative offerings include over 200 channels of digital cable
TV, local and long distance digital telephone service with the latest enhanced voice messaging
features, and high-speed Internet access, which enables consumers to quickly download video, audio
and graphic files using a cable modem. Knology's fiber-based business products include Passive
Optical Network (PON), which supplies IP architecture with segmented voice and data bandwidth, and
Managed Integrated Network Solutions (MATRIX), an integrated IP-based technology which converges
data and voice. For more information, please visit
www.knology.com
.
Information about Forward-Looking Statements
This press release includes "forward-looking" statements within the meaning of the federal
securities laws, including the Private Securities Litigation Reform Act of 1995, that are subject
to future events, risks and uncertainties that could cause our actual results to differ materially
from those expressed or implied. For instance, our revenues and earnings and our ability to
achieve our planned business objectives are subject to a number of factors that make estimates of
future operating results uncertain, including, without limitation, (1) that we will not retain or
grow our customer base, (2) that we will fail to be competitive with existing and new competitors,
(3) that we will not adequately respond to technological developments that
impact our industry and markets, (4) that needed financing will not be available to us if and as
needed, (5) that a significant change in the growth rate of the overall U.S. economy will occur
such that there is a material impact on consumer and corporate spending, (6) that we will not be
able to complete future acquisitions, that we may have difficulties integrating acquired
businesses, or that the cost of such integration will be greater than we expect, and (7) that some
other unforeseen difficulties occur, as well as those risks set forth in our Annual Report on Form
10-K for the year ended December 31, 2006, and our other filings with the SEC. This list is
intended to identify only certain of the principal factors that could cause actual results to
differ materially from those described in the forward-looking statements included herein.
Forward-looking statements relating to expectations about future results or events are based upon
information available to us as of today's date, and we do not assume any obligation to update any
of these statements.
- END -

text: M. Todd Holt

text: Knology, Inc.

text: KNOLOGY

text: GRACEBA

text: Knology, Inc.

text: Graceba Total Communications, Inc.

text: Graceba

text:
Rodger L.
Johnson

text: Knology, Inc.

text: Graceba

text: Knology

text: Knology

text: Knology

text: Knology


text:
EX-99.1
2
magnum_8k-ex9901.htm
PRESS RELEASE
magnum_8k-ex9901.htm
Exhibit 99.1
News Release
News Release
MAGNUM HUNTER RESOURCES ANNOUNCES
FINAL CLOSING OF
NULOCH RESOURCES ACQUISITION
FOR IMMEDIATE RELEASE - Houston - (Market Wire) - May 3, 2011
- Magnum Hunter Resources Corporation (NYSE: MHR) (NYSE Amex: MHR-PrC and MHR-PrD) ("Magnum Hunter" or the "Company") announced today that the Company has closed the acquisition of NuLoch Resources Inc. (TSX-V: NLR) (OTCQX: NULCF) ("NuLoch"), a Williston Basin focused upstream oil and gas company.
About the Transaction
As a result of the purchase transaction
,
Magnum Hunter, through its indirect wholly-owned subsidiary
,
MHR Exchangeco Corporation ("Exchangeco"), acquired ownership and control of 100% of the outstanding Class A shares of NuLoch. The transaction was completed pursuant to the Arrangement Agreement dated January 19, 2011 among Magnum Hunter, Exchangeco and NuLoch and a related plan of arrangement under the Business Corporations Act (Alberta) that was approved by the NuLoch security holders and the Court of Queen's Bench of Alberta on April 28, 2011. Magnum Hunter stockholders approved the issuance of shares of Magnum Hunter common stock in connection with the acquisition at the Company's 2011 annual meeting of stockholders held April 29, 2011. Under the transaction, for each Class A share held, NuLoch shareholders received 0.3304 of a share of common stock of Magnum Hunter, or in certain circumstances, 0.3304 of an exchangeable share of Exchangeco which is exchangeable by the holder for a share of common stock of Magnum Hunter at any time for no additional consideration, or a combination thereof. The transaction was effected to allow Magnum Hunter to acquire the entirety of the business and assets of NuLoch, which occurred upon closing of the transaction today
.
About Magnum Hunter Resources Corporation
Magnum Hunter Resources Corporation is an independent oil and gas company engaged in the acquisition, development and production of oil and natural gas, primarily in the states of West Virginia, North Dakota, and Texas. The Company is presently active in three of the most prolific shale resource plays in the United States, namely the Marcellus Shale, Eagle Ford Shale and Williston Basin/Bakken Shale.
For more information, please view our website at http://www.magnumhunterresources.com/
Forward-Looking Statements
The statements and information provided by Magnum Hunter Resources Corporation and its affiliates ("Magnum Hunter" or the "Company") in this document that are not statements of historical fact, including all estimates and assumptions contained herein, are "forward looking statements" as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements include, among others, statements, estimates and assumptions relating to our business and growth strategies, our oil and gas reserve estimates, our ability to successfully and economically explore for and develop oil and gas resources, our exploration and development prospects, future inventories, projects and programs, expectations relating to availability and costs of drilling rigs and field services, anticipated trends in our business or industry, our future results of operations, our liquidity and ability to finance our exploration and development activities, market conditions in the oil and gas industry and the impact of environmental and other governmental regulation. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "could", "should", "expect", "intend", "estimate", "anticipate", "believe", "project", "pursue", "plan" or "continue" or the negative thereof or variations thereon or similar terminology. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties. Factors that may cause our actual results, performance, or achievements to be materially different from those anticipated in forward-looking statements include, among other, the following: adverse economic conditions in the United States, Canada and globally; difficult and adverse conditions in the domestic and global capital and credit markets; changes in domestic and global demand for oil and natural gas; volatility in the prices we receive for our oil and natural gas; the effects of government regulation, permitting, and other legal requirements; future developments with respect to the quality of our properties, including, among other things, the existence of reserves in economic quantities; uncertainties about the estimates of our oil and natural gas reserves; our ability to increase our production and oil and natural gas income through exploration and development; our ability to successfully apply horizontal drilling techniques and tertiary recovery methods; the number of well locations to be drilled, the cost to drill, and the time frame within which they will be drilled; drilling and operating risks; the availability of equipment, such as drilling rigs and transportation pipelines; changes in our drilling plans and related budgets; and the adequacy of our capital resources and liquidity including, but not limited to, access to additional borrowing capacity.
With respect to the NuLoch acquisition, factors, risks and uncertainties that may cause actual results, performance or achievements to vary materially from those anticipated in forward-looking statements include, but are not limited to, failure to realize the expected benefits of the transaction; negative effects of consummation of the transaction on the market price of our common stock; significant transaction costs and/or unknown liabilities; general economic and business conditions that affect the Company following the transaction; and other factors. These factors are in addition to the risks described in our public filings made from time to time with the Securities and Exchange Commission. Most of these factors are difficult to anticipate and are beyond our control.
Because forward-looking statements are subject to risks and uncertainties, actual results made differ materially from those expressed or implied by such statements. Readers are cautioned not to place undue reliance on forward-looking statements, contained herein, which speak only as of the date of this document. Other unknown or unpredictable factors may cause actual results to differ materially from those projected by the forward-looking statements. Unless otherwise required by law, we undertake no obligation to publicly update or revise any forward-looking statements, including estimates, whether as a result of new information, future events, or otherwise. We urge readers to review and consider disclosures we make in our public filings made from time to time with the Securities and Exchange Commission that discuss factors germane to our business, including our Annual Report on Form 10-K, as amended, for the year ended December 31, 2010. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements.
Magnum Hunter Contact:
M. Bradley Davis
Senior Vice President of Capital Markets
bdavis@magnumhunterresources.com
(832) 203-4545

text: MAGNUM HUNTER RESOURCES

text: NULOCH RESOURCES

text: Magnum Hunter Resources Corporation

text: Magnum Hunter

text: NuLoch Resources Inc.

text: NuLoch

text: Magnum Hunter

text: MHR Exchangeco Corporation

text: Exchangeco

text: NuLoch

text: Magnum Hunter

text: Exchangeco

text: NuLoch

text: NuLoch

text: Magnum Hunter

text: Magnum Hunter

text: NuLoch

text: Magnum Hunter

text: Exchangeco

text: Magnum Hunter

text: Magnum Hunter

text: NuLoch

text: Magnum Hunter Resources Corporation

text: Magnum Hunter Resources Corporation

text: Magnum Hunter Resources Corporation

text: Magnum Hunter

text: NuLoch

text: Magnum Hunter


text:
EX-99.1
4
d237186dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
ON Semiconductor Successfully Completes Acquisition of Fairchild Semiconductor for $2.4 Billion in Cash
Acquisition creates a leader in power management and analog semiconductors, and provides a platform for the company to rapidly expand profitability
PHOENIX, Ariz. - September 19, 2016 -
ON Semiconductor Corporation (Nasdaq: ON) ("ON Semiconductor") and Fairchild
Semiconductor International, Inc. (Nasdaq: FCS) ("Fairchild") jointly announced today that ON Semiconductor has successfully completed its previously announced $2.4 billion cash acquisition of Fairchild.
"The acquisition of Fairchild is a transformative step in our quest to become the premier supplier of power management and analog semiconductor solutions
for a wide range of applications and end-markets", said Keith Jackson, president and CEO of ON Semiconductor. "Fairchild provides us a platform to aggressively expand our profitability in a highly fragmented industry. With the addition of
Fairchild, our industry leading cost structure has further improved in a significant manner and we are now well positioned to generate substantial shareholder value as we integrate operations of the two companies".
On September 16, 2016, ON Semiconductor received confirmation that clearance related to the completion of its proposed acquisition of Fairchild from the
Ministry of Commerce in the People's Republic of China had been obtained and that ON Semiconductor was entitled to close the transactions under PRC law. As such, the conditions to the acquisition of Fairchild relating to the termination or
expiration of required waiting periods, and receipt of required approvals, under applicable antitrust laws were fully satisfied and ON Semiconductor's tender offer to purchase all of the outstanding shares of common stock of Fairchild for
$20.00 per share in cash (the "Offer") expired as scheduled one minute following 11:59 p.m., New York City time, on September 16, 2016 and was not extended.
Computershare Trust Company, N.A., the depositary for the Offer, advised ON Semiconductor that at the time of the expiration of the Offer, approximately
87,979,761 shares of common stock of Fairchild (not including 7,327,977 shares tendered by notice of guaranteed delivery for which shares have not yet been delivered) were validly tendered and not properly withdrawn pursuant to the Offer,
representing approximately 76.6% of the outstanding shares of common stock of Fairchild. In accordance with the terms of the Offer and the merger agreement, all such shares (and any additional shares tendered by guaranteed delivery unless actual
delivery does not occur) were irrevocably accepted for payment, and paid for, earlier today.
Immediately following the payment for the tendered shares,
ON Semiconductor and Fairchild completed the acquisition of Fairchild by merging it with a wholly owned subsidiary of ON Semiconductor pursuant to which all remaining Fairchild shares (other than shares directly owned by ON Semiconductor or
Fairchild or their respective subsidiaries and shares held by stockholders that are entitled to and properly demand appraisal of such shares under Delaware law) were converted into the right to receive $20.00 per share in cash, without interest and
less applicable withholding taxes - the same price that was paid in the tender offer. As a result of the Offer and the merger, Fairchild ceased to be a publicly traded company, its common stock will no longer be listed on NASDAQ, and Fairchild
became a wholly owned subsidiary of ON Semiconductor.
The acquisition is expected to be accretive on a GAAP EPS basis in the second half of 2017 and
immediately accretive on a non-GAAP basis. ON Semiconductor expects to achieve annual cost savings run rate of $160 million by the end of 2017, $200 million by the end of 2018, and $225 million by the end of 2019. The cost savings targets are based
on Fairchild's 2015 annual results.
ON Semiconductor today also announced a new organizational structure, which reflects the evolution over the
years of ON Semiconductor's product portfolio to highly differentiated power management, imaging, and analog solutions from standard products. The new organization is comprised of three reporting units - Power Solutions Group, headed by
Bill Hall, Analog Solutions Group, headed by Bob Klosterboer, and Image Sensor Group, headed by Taner Ozcelik. The operations of System Solutions Group have been absorbed in the three reporting units.
Conference Call Information
The company will host a
conference call at 4:30 p.m. Eastern Time (ET) on September 19, 2016. Investors and interested parties can access the conference call in the following manner:
Teleconference: A telephone conference of the earnings report can be accessed by dialing (877) 356-3762 (U.S./Canada) or (262) 558-6155
(International). In order to join this conference call, you will be required to provide the Conference ID Number - which is 84390021.
Audio webcast:
The Company will also provide a real-time audio webcast of the teleconference on the Investor Relations page of its website at http://www.onsemi.com.
About ON Semiconductor
ON Semiconductor (Nasdaq: ON) is
driving energy efficient innovations, empowering customers to reduce global energy use. The company is a leading supplier of semiconductor-based solutions, offering a comprehensive portfolio of energy efficient power management, analog, sensors,
logic, timing, connectivity, discrete, SoC and custom devices. The company's products help engineers solve their unique design challenges in automotive, communications, computing, consumer, industrial, medical, aerospace and defense
applications. ON Semiconductor operates a responsive, reliable, world-class supply chain and quality program, a robust compliance and ethics program, and a network of manufacturing facilities, sales offices and design centers in key markets
throughout North America, Europe and the Asia Pacific regions. For more information, visit
http://www.onsemi.com
.
Follow @onsemi on
Twitter
:
www.twitter.com/onsemi
.
ON Semiconductor and the ON Semiconductor logo are registered trademarks of Semiconductor Components Industries,
LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders.
About Fairchild
Semiconductor
Fairchild Semiconductor (NASDAQ: FCS) - global presence, local support, smart ideas. Fairchild delivers energy-efficient,
easy-to-use and value-added semiconductor solutions for power and mobile designs. We help our customers differentiate their products and solve difficult technical challenges with our expertise in power and signal path products. Please contact us on
the web at
www.fairchildsemi.com
.
Cautions regarding Forward-Looking Statements
This document contains forward-looking statements. These forward-looking statements are based on information available to us as of the date of this release and
current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a
variety of factors, some of which are beyond our control. In particular, such risks and uncertainties include, but are not limited to: the risk that there may be a material adverse change of ON Semiconductor or Fairchild or our respective businesses
may suffer as a result of uncertainty surrounding the transaction; the transaction may involve unexpected costs or liabilities; difficulties encountered in integrating Fairchild, including the potentially accretive benefits and synergies; failure to
achieve the anticipated results of the transactions; and risks involving environmental or other governmental regulation. Information concerning additional factors that could cause results to differ materially from those projected in the
forward-looking statements is contained in ON Semiconductor's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of ON Semiconductor's filings with the Securities and Exchange Commission (the
"SEC"). These forward-looking statements are as of the date hereof and should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made. For additional information, visit ON Semiconductor's corporate website, www.onsemi.com, or for official filings visit the SEC website,
www.sec.gov.
# # #
ON Semiconductor and the ON
Semiconductor logo are registered trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the company
references its Web site in this news release, such information on the Web site is not to be incorporated herein.
Contacts
Kris Pugsley
Parag Agarwal
Corporate Communications/Media Relations
Vice President Investor Relations and Corporate Development
ON Semiconductor
ON Semiconductor
(312) 909-0661
(602) 244-3437
kris.martino@onsemi.com
investor@onsemi.com

text: ON Semiconductor

text: Fairchild Semiconductor

text: ON Semiconductor

text: ON Semiconductor

text:
Fairchild
Semiconductor

text: Fairchild

text: ON Semiconductor

text: Fairchild

text: Fairchild

text: Keith Jackson

text: ON Semiconductor

text: Fairchild

text: Fairchild

text: ON Semiconductor

text: Fairchild

text: ON Semiconductor

text: Fairchild

text: ON Semiconductor

text: Fairchild

text: ON Semiconductor

text: Fairchild

text: Fairchild

text: ON Semiconductor

text: Fairchild

text: Fairchild

text: ON Semiconductor

text: Fairchild

text: ON Semiconductor

text: Fairchild

text: Fairchild

text: Fairchild

text: ON Semiconductor

text: ON Semiconductor

text: Fairchild

text: ON Semiconductor

text: ON Semiconductor

text: ON Semiconductor

text: ON Semiconductor

text: ON Semiconductor

text: ON Semiconductor

text: ON Semiconductor

text:
Fairchild
Semiconductor

text: Fairchild Semiconductor

text: Fairchild

text: ON Semiconductor

text: Fairchild

text: Fairchild

text: ON Semiconductor

text: ON Semiconductor

text: ON Semiconductor

text: ON Semiconductor

text:
ON
Semiconductor

text: ON Semiconductor

text: ON Semiconductor


text:
EX-99.1
5
a07-17916_1ex99d1.htm
EX-99.1
Exhibit
99.1
For further information:
A. Vincent Siciliano
President and CEO
1st Pacific Bancorp
858-875-2005
1st Pacific Bancorp Announces Completion of Landmark
Acquisition
SAN DIEGO, July 2, 2007 (PRIME NEWSWIRE) - 1st Pacific
Bancorp (OTCBB:FPBN), the parent company of 1st Pacific Bank of California,
today announced the completion of its acquisition of Landmark National Bank,
effective July 1, 2007.
Landmark has a banking office in La Jolla and one in
Solana Beach, and approximately $113 million in assets as of March 31, 2007.
Landmark will be merged into 1st Pacific Bank of California, and the resulting
combination will have a total of seven banking offices located throughout San
Diego County.
James G. Knight, Chairman of 1st Pacific Bancorp,
commented, "This strategic acquisition provides 1st Pacific Bank customers with
a broader geographic footprint as well as a wider selection of banking products
and services. Moreover, the combined organization - over $425 million in assets
- not only produces significant economies of scale, but also allows us to bank
much larger businesses than either 1st Pacific Bank or Landmark National Bank
could have served on their own.
This is a tremendous win for our people, customers and
investors".
"The transaction has proceeded smoothly from the very
beginning", added 1st Pacific President and CEO A. Vincent Siciliano. "We have
worked together well with Landmark to complete this acquisition on schedule,
and we look forward to a productive future as a merged company".
About 1st Pacific Bancorp
1st Pacific Bancorp is the holding company for 1st
Pacific Bank of California, San Diego's leading local business bank. The Bank
offers a full complement of business products and services to meet the
financial needs of professional firms, small to midsized businesses, their
owners and the people who work there. Including its recent acquisition of
Landmark National Bank, 1st Pacific Bank has a total of seven banking offices
located in San Diego County: one each in the University Towne Center area, in the
Tri-Cities area of Oceanside, in Mission Valley, the Inland North County, El
Cajon, La Jolla Village and Solana Beach. For additional information, visit the
Company's website at: www.1stpacificbank.com.
Forward-looking Statements
Certain statements in this press release, including
statements regarding the anticipated impact of merged operations, growth and
customer base, represent the intent, belief, or current expectations of 1st
Pacific Bancorp and Landmark National Bank, and are "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995. Because such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by such forward-looking
statements. These risks and uncertainties include, but are not limited to, the possibility
that personnel changes will not proceed as planned; the merger and its relative
cost savings cannot be realized, or realized within the expected time frame;
revenues are lower than expected; the integration of Landmark National Bank's
business costs more, takes longer, or is less successful than expected; 1st
Pacific Bancorp's ability to achieve expected synergies and operating
efficiencies within expected time-frames, or at all, or to successfully
integrate Landmark National Bank's operations; and those discussed in filings
by 1st Pacific Bancorp with the Securities and Exchange Commission, 1st Pacific
Bank of California with the Federal Reserve Board and by Landmark National Bank
with the Office of the Comptroller of the Currency. 1st Pacific Bancorp
undertakes no obligation to update or clarify forward-looking statements,
whether as a result of new information, future events or otherwise.

text: A. Vincent Siciliano

text: 1st Pacific Bancorp

text: 1st Pacific Bancorp

text: Landmark

text:
1st Pacific
Bancorp

text: Landmark National Bank

text: Landmark

text: Landmark

text: James G. Knight

text: 1st Pacific Bancorp

text: Landmark National Bank

text: A. Vincent Siciliano

text: Landmark

text: 1st Pacific Bancorp

text: 1st Pacific Bancorp

text: Landmark National Bank

text:
1st
Pacific Bancorp

text: Landmark National Bank

text: Landmark National Bank

text:
1st
Pacific Bancorp

text: Landmark National Bank

text: 1st Pacific Bancorp

text: Landmark National Bank

text: 1st Pacific Bancorp


text:
EX-99.1
8
d289844dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
PLANET FITNESS COMPLETES ACQUISITION OF SUNSHINE FITNESS AND REFINANCING TRANSACTION
Hampton, NH, February
10, 2022
- Planet Fitness, Inc. (NYSE:PLNT) (together with its subsidiaries, the "Company")
today announced that it has completed its previously announced acquisition of Sunshine Fitness Growth Holdings, LLC ("Sunshine Fitness") and refinancing transaction.
Sunshine Fitness was the first franchisee in the Planet Fitness system and has been backed by TSG Consumer Partners since 2017. Sunshine Fitness operates 114
locations in Alabama, Florida, Georgia, North Carolina, and South Carolina that are now combined into the current Planet Fitness company-owned portfolio, which is predominantly located in the Northeast. Shane McGuiness,
co-founder
and CEO of Sunshine Fitness, who has been an owner and operator in the Planet Fitness system for nearly 20 years, will now serve as President, Corporate Clubs, and will oversee operations of the
combined corporate store portfolio.
"While many brands are retracting, we believe that there's tremendous long-term untapped opportunity for
our brand to help people begin their wellness journey, which is why we're making strategic investments such as the acquisition of Sunshine Fitness, one of our best-performing franchisees in the system", said Chris Rondeau, Chief Executive
Officer of Planet Fitness. "We now own more than 200 corporate stores, or approximately 10 percent of our total system, which is our target ownership level that allows us to retain our asset-light business model - an important part of
our shareholder value proposition".
The new series of securitized notes (the "2022 Notes") include $900 million
Class A-2
Senior Secured Notes (the "Senior Notes"), which consist of two tranches: the
Class A-2-I
Senior Secured
Notes with an anticipated repayment date of five years, with a principal amount of $425 million and a fixed interest rate of 3.251% per annum, payable quarterly; and the
Class A-2-II
Senior Secured Notes with an anticipated repayment date of ten years, with a principal amount of $475 million and a fixed interest rate of 4.008%
per annum, payable quarterly. The 2022 Notes also include a revolving financing facility that allows for the issuance of up to $75 million in variable funding notes, which was drawn in full in connection with the closing.
The proceeds from the placement of the Senior Notes will be used as follows:
.
to repay in full the approximately $556.3 million in aggregate principal amount of the Series
2018-1
Class A-2-I
Notes (together with any accrued and unpaid interest on such Series
2018-1
Class A-2-I
Notes),
.
to pay the transaction costs and fund the reserve accounts associated with the securitized financing facility,
and
.
to fund a portion of the acquisition of Sunshine Fitness in an amount up to $325 million.
The Company will discuss the financial impacts of this transaction during its fourth quarter 2021 earnings call on February 24,
2022. This press release does not constitute an offer to sell or the solicitation of an offer to buy the 2022 Notes or any other security. The 2022 Notes to be offered have not been, and will not be, registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.
About Planet Fitness
Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the United States by
number of members and locations. As of December 31, 2021, Planet Fitness had 15.2 million members and 2,254 stores in 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia. The Company's mission is to
enhance people's lives by providing a high-quality fitness experience in a welcoming,
non-intimidating
environment, which we call the Judgement Free
Zone
®
. More than 90% of Planet Fitness stores are owned and operated by independent business men and women.
Media Contacts
McCall Gosselin
SVP Communications
press@pfhq.com
Brittany Fraser
SVP, ICR
BrittanyRae.Fraser@icrinc.com
Investor Contact
Stacey Caravella
VP, Investor Relations
Stacey.Caravella@pfhq.com
Forward-Looking
Statements
This press release contains "forward-looking statements" within the meaning of the federal securities laws, which involve
risks and uncertainties. Forward-looking statements include the Company's statements with respect to the expected use of proceeds from the sale of the
Class A-2
Notes and to the acquisition of
Sunshine Fitness and potential benefits therefrom, as well as other statements, estimates and projections that do not relate solely to historical facts. Forward-looking statements can be identified by words such as "believe,"
"expect", "goal", "plan", "will", "prospects", "future", "strategy" and similar references to future periods, although not all forward-looking statements include these identifying
words. Forward-looking statements are not assurances of future performance. Instead, they are based only on the Company's current beliefs, expectations and assumptions regarding its ability to successfully complete the refinancing transactions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Actual results and
financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause the Company's actual results to differ materially include risks and uncertainties associated with the duration
and impact of
COVID-19,
which has resulted and may continue to result in store closures and a decrease in the Company's net membership base and may give rise to or heighten one or more of the other risks
and uncertainties described herein, the Company's ability to consummate the refinancing transactions on terms acceptable to the Company, on the timeline anticipated or at all, capital markets conditions, the Company's substantial increased
indebtedness as a result of the transactions and its ability to incur additional indebtedness or refinance that indebtedness in the future, the Company's future financial performance and the Company's ability to pay principal and interest
on its indebtedness, competition in the fitness industry, the Company's and franchisees' ability to attract and retain members, the Company's and franchisees' ability to identify and secure suitable sites for new franchise
stores, changes in consumer demand, changes in equipment costs, the Company's ability to expand into new markets domestically and internationally, operating costs for the Company and franchisees generally, availability and cost of capital for
franchisees, acquisition activity, developments and changes in laws and regulations, the Company's corporate structure and tax receivable agreements, failures, interruptions or security breaches of the Company's information systems or
technology, general economic conditions and the other factors described in the Company's annual report on Form
10-K
for the year ended December 31, 2020, and the Company's other filings with the
Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company's views only as
of the date of this press release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this
release, whether as a result of new information, future developments or otherwise. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

text: PLANET FITNESS

text: SUNSHINE FITNESS

text: Planet Fitness, Inc.

text: Sunshine Fitness Growth Holdings, LLC

text: Sunshine Fitness

text: Sunshine Fitness

text: Planet Fitness

text: Sunshine Fitness

text: Planet Fitness

text: Sunshine Fitness

text: Planet Fitness

text: Sunshine Fitness

text: Chris Rondeau

text: Planet Fitness

text: Sunshine Fitness

text: Planet Fitness

text: Planet Fitness

text: Planet Fitness

text: Planet Fitness

text: Stacey Caravella

text: Sunshine Fitness


text:
EX-99.3
8
ex_99-3.htm
Exhibit 99.3
EXECUTION
COPY
INTELLECTUAL
PROPERTY AGREEMENT
THIS INTELLECTUAL PROPERTY AGREEMENT
(this
"
Intellectual Property Agreement
"),
dated as of December 20, 2007, is made by and between
NMS COMMUNICATIONS CORP.
, a Delaware
corporation ("
Seller
"), and
VERSO BACKHAUL SOLUTIONS, INC
., a Georgia
corporation (
"Backhaul"
).
RECITALS:
WHEREAS
, Seller and Verso Technologies,
Inc., a Minnesota corporation ("
Buyer
"),
have entered into that certain Asset Purchase Agreement, dated as of the date
hereof (the "
Asset Purchase Agreement
"),
pursuant to which Buyer has the right to acquire the Purchased Assets of Seller
and its Subsidiaries, as more particularly described in the Asset Purchase
Agreement (all capitalized words and terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Asset Purchase
Agreement); and
WHEREAS
, Buyer has designated Backhaul as a
Buyer Designee for purposes of the Asset Purchase Agreement, and Buyer has
assigned to Backhaul the right to receive the Purchased Assets pursuant to that
certain Assignment of Asset Purchase Agreement between Buyer and Backhaul dated
as of the date hereof.
ASSIGNMENT:
NOW, THEREFORE
, for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Seller does hereby transfer, sell, assign, convey and deliver to Backhaul all
right, title and interest in, to and under the Assigned Intellectual Property,
including, without limitation, the Trademarks and Patents set forth on
Schedules A and B hereof, respectively, and all goodwill of the Purchased
Business associated therewith. Seller hereby covenants and agrees, that from
time to time forthwith upon the reasonable written request of Backhaul or
Buyer, that Seller will, at Backhaul's cost and expense, do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and
delivered, each and all of such further acts, deeds, assignments, transfers,
conveyances and assurances as may reasonably be required by Backhaul or Buyer
in order to transfer, assign, convey and deliver unto and vest in Backhaul
title to all right, title and interest of Seller in, to and under the Assigned
Intellectual Property.
This
Intellectual Property Agreement is subject in all respects to the terms and
conditions of the Asset Purchase Agreement and is intended only to document the
assignment of the Assigned Intellectual Property. Nothing contained in this
Intellectual Property Agreement shall be deemed to supersede any of the obligations,
agreements, representations, covenants or warranties of Seller and Buyer
contained in the Asset Purchase Agreement.
This
Intellectual Property Agreement shall be construed and interpreted according to
the laws of the State of Georgia, applicable contracts to be wholly performed
within the State of Georgia.
This
Intellectual Property Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Intellectual Property Agreement by
facsimile shall be effective as delivery of a manually executed counterpart of
this Intellectual Property Agreement.
[Signature Page to
Follow]
2
IN WITNESS WHEREOF
, the parties hereto have
executed and delivered this Intellectual Property Agreement as of the date
first written above.
NMS COMMUNICATIONS CORP.
By:
/s/ Robert Schechter
Name:
Robert Schechter
Title:
CEO/President
VERSO BACKHAUL SOLUTIONS, INC.
By:
/s/ Martin D. Kidder
Name:
Martin D. Kidder
Title:
President
STATE OF Massachusetts:
COUNTY OF Middlesex:
On
the 20th day of December, 2007, before me personally came Robert Schechter,
to me known (or satisfactorily proven), who being by me duly sworn, did depose
and say that he/she is the CEO/President of NMS Communications Corporation, the
corporation described in, and which executed the foregoing instrument, and that
he/she was fully authorized to execute this Intellectual Property Agreement on
behalf of said corporation.
/s/ Jason A. Minio
(SEAL)
Jason A. Minio
Notary Public
Commonwealth of Massachusetts
My Commission Expires
November 1, 2013
STATE OF Georgia:
COUNTY OF Cobb:
On
the 20th day of December, 2007, before me personally came Martin Kidder,
to me known (or satisfactorily proven), who being by me duly sworn, did depose
and say that he/she is the CFO of Verso Technologies, the
corporation described in, and which executed the foregoing instrument, and that
he/she was fully authorized to execute this Intellectual Property Agreement on
behalf of said corporation.
/s/ Susanne G. Davis
(SEAL)
Susanne G. Davis
Notary Public, Cobb County, GA
My Commission expires Aug. 10, 2010
SCHEDULE
A
[INTENTIONALLY
OMITTED]
SCHEDULE
B
[INTENTIONALLY
OMITTED]

text: NMS COMMUNICATIONS CORP.

text:
VERSO BACKHAUL SOLUTIONS, INC
.

text: WHEREAS

text:
Verso Technologies,
Inc.

text: WHEREAS

text: NMS COMMUNICATIONS CORP.


text:
EX-99.1
2
exh991-pr.htm
EXH. 99.1 - PRESS RELEASE
exh991-pr.htm
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contacts:
Kipp A. Bedard
Daniel Francisco
Investor Relations
Media Relations
kbedard@micron.com
dfrancisco@micron.com
(208) 368-4465
(208) 368-5584
Nobuaki Kobayashi, Elpida Trustee, Attorney-at-Law
Takao Adachi, Director and Executive Officer, Elpida Public Relations
+81-3-3281-1500
MICRON AND ELPIDA ANNOUNCE CLOSING
OF SPONSOR AGREEMENT TRANSACTIONS
Micron Increases Global Scale and Enhances DRAM Portfolio
Micron Also Acquires Rexchip Shares from Powerchip
BOISE, Idaho, and TOKYO, July 31, 2013
- Micron Technology, Inc. (Nasdaq: MU) ("Micron") and Elpida Memory, Inc. ("Elpida") trustees announced today the closing of Micron's acquisition of 100 percent of Elpida's equity, pursuant to a Sponsor Agreement entered into on July 2, 2012 in connection with Elpida's corporate reorganization proceedings conducted under the jurisdiction of the Tokyo District Court. In a related transaction, Micron also announced today the completion of its acquisition of a 24 percent share of Rexchip Electronics Corporation from Powerchip Technology Corporation and certain of its affiliates. The transactions will be recorded for accounting purposes as being effective at 11:59 p.m., Tokyo time, on July 31, 2013.
Elpida's assets include a 300 millimeter (mm) DRAM fabrication facility located in Hiroshima, Japan; an approximate 65 percent ownership interest in Rexchip, whose assets include a 300mm DRAM fabrication facility located in Taiwan; and a 100 percent ownership interest in Akita Elpida Memory, Inc., whose assets include an assembly and test facility located in Akita, Japan. Together with the Rexchip shares acquired from Powerchip, Micron will control approximately 89 percent of Rexchip's outstanding shares and 100 percent of Rexchip product supply. The manufacturing assets of Elpida and Rexchip together can produce more than 185,000 300mm wafers per month, which represents an approximate 45 percent increase in Micron's current manufacturing capacity.
Using its advanced technologies, Elpida has built a strong presence in Mobile DRAM, targeting mobile phones and tablets. Micron is a leader in delivering enterprise DRAM solutions for networking and servers as well as offering a wide product portfolio in NAND flash memory and NOR. Combining the two complementary product portfolios will further strengthen Micron's position in the memory market and enable it to provide customers with an even more complete set of high-quality solutions.
"We are pleased to bring together Elpida with Micron to form the industry's leading pure-play memory company. This combination will result in enhanced R&D and manufacturing scale, significant cost and production synergies and a stronger memory product portfolio to provide solutions to our customers", said Micron CEO Mark Durcan.
Yukio Sakamoto, CEO, President and co-trustee of Elpida, said, "This transaction is a strong testament to the value of Elpida's technologies, products and people, and it will result in a combined organization that can best serve customers with broader memory solutions, strength and scale".
Effective with the closing, Mr. Sakamoto announced his resignation from Elpida. Micron and Elpida announced that Yoshitaka Kinoshita will replace Mr. Sakamoto as the President, Representative Director and Business Trustee of Elpida and become the President of Micron Japan.
"I want to personally thank Sakamoto-san for his strong leadership of Elpida and for his efforts in helping bring Elpida and Micron together. I look forward to working with Kinoshita-san as we seek to strengthen our combined teams", said Durcan.
About Elpida
Elpida Memory, Inc. is a leading manufacturer of Dynamic Random Access Memory (DRAM) integrated circuits. The company's design, manufacturing and sales operations are backed by world class technological expertise. Its 300mm manufacturing facilities, consisting of its Hiroshima Plant and a Taiwan-based joint venture, Rexchip Electronics, utilize the most advanced manufacturing technologies available. Elpida's portfolio features such
characteristics as high-density, high-speed, low power and small packaging profiles. The company provides DRAM solutions across a wide range of applications, including personal computers, servers, mobile devices and digital consumer electronics. More information can be found at
http://www.elpida.com
.
About Micron
Micron Technology, Inc., is one of the world's leading providers of advanced semiconductor solutions. Through its worldwide operations, Micron manufactures and markets a full range of DRAM, NAND and NOR flash memory, as well as other innovative memory technologies, packaging solutions and semiconductor systems for use in leading-edge computing, consumer, networking, embedded and mobile products. Micron's common stock is traded on the NASDAQ under the MU symbol. To learn more about Micron Technology, Inc., visit www.micron.com.
# # #
Micron and the Micron orbit logo are trademarks of Micron Technology, Inc. All other trademarks are the property of their respective owners.

text: Elpida

text: Takao Adachi

text: Elpida

text: MICRON

text: ELPIDA

text: Micron

text: Micron

text: Rexchip Shares

text: Powerchip

text: Micron

text: Micron

text: Elpida

text: Micron

text: Elpida

text: Elpida

text: Micron

text: Rexchip Electronics Corporation

text: Powerchip Technology Corporation

text: Elpida

text: Rexchip

text: Akita Elpida Memory, Inc.

text: Rexchip

text: Powerchip

text: Micron

text: Rexchip

text: Rexchip

text: Elpida

text: Rexchip

text: Micron

text: Elpida

text: Micron

text: Micron

text: Elpida

text: Micron

text: Micron

text: Yukio Sakamoto

text: Elpida

text: Elpida

text: Elpida

text: Micron

text: Elpida

text: Elpida

text: Micron

text: Elpida

text: Elpida

text: Micron

text: Elpida

text: Elpida

text: Micron

text: Micron

text: Micron

text: Micron

text: Micron

text: Micron

text: Micron

text: Micron


text:
EX-99.1
2
a10-10493_2ex99d1.htm
EX-99.1
Exhibit
99.1
www.msci.com
MSCI Completes Acquisition of RiskMetrics
NEW YORK
- June 1, 2010
- MSCI Inc. (NYSE: MXB), a
leading global provider of investment decision support tools, including indices
and portfolio risk and performance analytics, today announced that it has
completed its acquisition of RiskMetrics Group, Inc. Under the terms of
the transaction, each outstanding share of RiskMetrics common stock not held by
MSCI, RiskMetrics or any of their subsidiaries has been converted into the
right to receive a combination of 0.1802 of a share of MSCI's Class A
common stock and $16.35 in cash, without interest.
"Today,
we take another significant step forward in our ambition to become the leading
provider of mission-critical investment decision support tools to investors
globally", said Henry Fernandez, Chairman and CEO of MSCI. "The addition of
RiskMetrics greatly expands our capabilities in the high growth, high margin
business of multi-asset class risk management analytics. Recent events continue
to demonstrate the importance of managing risk in today's financial markets and
our clients will benefit from our company's expanded product range and enhanced
risk management offerings".
"MSCI
now has annualized revenues of more than $750 million and more than 2,000
employees worldwide. Our increased scale and scope will enable us to invest
more in developing new products and capabilities for our clients which should,
in turn, lead to additional growth for our shareholders", added Mr. Fernandez.
In
conjunction with the acquisition of RiskMetrics Group, Inc., MSCI also
announced that it has raised $1.375 billion of debt financing, including a
$1.275 billion term loan and a $100 million undrawn revolving credit facility.
The additional capital was used to fund the acquisition of RiskMetrics as well
as to repay all prior outstanding terms loans of both MSCI and RiskMetrics.
For
RiskMetrics Shareholders
MSCI
has appointed Mellon Shareowner Services as exchange agent in connection with
the merger. RiskMetrics registered stockholders with questions regarding the
exchange of their RiskMetrics common stock for the merger consideration should
contact Mellon Shareowner Services at 1-800-777-3674 (toll free) or
1-201-680-6579 (outside of the U.S.). Additional information will also be
mailed to RiskMetrics registered stockholders. RiskMetrics stockholders who
hold stock through a broker or bank should receive information regarding the
exchange or conversion of their shares from the party holding their shares.
About
MSCI Inc.
MSCI Inc. is a leading
provider of investment decision support tools to investors globally, including
asset managers, banks, hedge funds and pension funds. MSCI Inc. products and
services include indices, portfolio risk and performance analytics, and
governance tools.
The company's flagship
product offerings are: the MSCI indices which include over 120,000 daily
indices covering more than 70 countries; Barra portfolio risk and performance
analytics covering global equity and fixed income markets; RiskMetrics market
and credit risk analytics; ISS out-sourced proxy research, voting and vote
reporting services; CFRA forensic accounting risk research, legal/regulatory
risk assessment, and due-diligence; and FEA valuation models and risk management
software for the energy and commodities markets. MSCI Inc. is headquartered in
New York, with research and commercial offices around the world. MXB#IR
For further information
on MSCI Inc. or our products please visit
www.msci.com.
MSCI
Inc. contact:
Edings Thibault, MSCI, New York
+1.866.447.7874
1
www.mscibarra.com
For
media enquiries please contact:
Sally Todd | Clare Milton, Penrose Financial,
London
+44.20.7786.4888
Steven Bruce | Patrick Clifford, Abernathy
MacGregor, New York
+1.212.371.5999
Forward-Looking Statements
This
release contains forward-looking statements. These statements relate to future
events or to future financial performance and involve known and unknown risks,
uncertainties and other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by these forward-looking statements. In some cases, you can identify
forward-looking statements by the use of words such as "may", "could", "expect,"
"intend", "plan", "seek", "anticipate", "believe", "estimate", "predict", "potential,"
or "continue" or the negative of these terms or other comparable terminology.
You should not place undue reliance on forward-looking statements because they
involve known and unknown risks, uncertainties and other factors that are, in
some cases, beyond our control and that could materially affect actual results,
levels of activity, performance, or achievements.
Other
factors that could materially affect actual results, levels of activity,
performance or achievements can be found in MSCI's Annual Report on form 10-K
for the fiscal year ended November 30, 2009 and filed with the Securities
and Exchange Commission on January 29, 2010, the Registration Statement on
Form S-4 filed with the Securities and Exchange Commission on April 2,
2010 and in quarterly reports on form 10-Q and current reports on form 8-K. If
any of these risks or uncertainties materialize, or if our underlying
assumptions prove to be incorrect, actual results may vary significantly from
what we projected. Any forward-looking statement in this release reflects our
current views with respect to future events and is subject to these and other
risks, uncertainties and assumptions relating to our operations, results of
operations, growth strategy and liquidity. We assume no obligation to publicly
update or revise these forward-looking statements for any reason, whether as a
result of new information, future events, or otherwise.
2

text: MSCI

text: RiskMetrics

text: MSCI Inc.

text: RiskMetrics Group, Inc.

text: RiskMetrics

text: MSCI

text: RiskMetrics

text: MSCI

text: Henry Fernandez

text: MSCI

text: RiskMetrics

text: MSCI

text: RiskMetrics Group, Inc.

text: MSCI

text: RiskMetrics

text: MSCI

text: RiskMetrics

text: RiskMetrics

text: MSCI

text: RiskMetrics

text: RiskMetrics

text: RiskMetrics

text: RiskMetrics

text: MSCI Inc.

text: MSCI Inc.

text: MSCI Inc.

text: MSCI

text: RiskMetrics

text: MSCI Inc.

text: MSCI Inc.

text:
MSCI
Inc.

text: MSCI

text: MSCI


text:
EX-99.2
5
c992.htm
PRESS RELEASE DATED DECEMBER 17, 2008
c992.htm
Exhibit
99.2
Capital
City Energy Group, Inc. Continues to Expand Reserve Base through the acquisition
of
Interests
in 38 Oil and Natural Gas Wells for more than 1.7 million dollars
COLUMBUS,
Ohio--(BUSINESS WIRE)--Capital City Energy Group Inc. (OTCBB:
CETG
-
News
) announced today
that it has expanded its reserve base yet again in only a week
through the strategic acquisition of interests in thirty-eight (38) oil and
natural gas wells located in four different Basins in the continental United
States that have generated significant amounts of oil and natural gas
production. Capital City purchased the interests in the thirty-eight
(38) wells for $1,722,086, which are operated by numerous
producers. Nine (9) of the wells are located in the Gulf Coast Basin,
one (1) well is located in the Permian Basin, seven (7) wells are located in the
prolific Barnett Shale in the Ft. Worth Basin, and twenty-one (21) wells are
located in the Appalachian Basin.
"Our
acquisition of interests in these 4 basins reflects the execution of our
strategic plan to develop a diversified portfolio of low-risk oil and natural
gas properties. We will continue to seek investment opportunities that represent
attractive ways to generate cash flow for our shareholders and will continue to
aggressively purchase interests in oil and natural gas wells while the commodity
prices remain low" said Timothy Crawford, CEO of Capital City Energy
Group.
About Capital City Energy Group,
Inc
.
Based in
Columbus, Ohio, Capital City is a diversified oil and natural gas company with
three separate divisions. Capital City is evolving from being an innovative
leader in the design, management and sponsorship of retail and institutional
direct participation energy programs to become one of the few vertically
integrated independent oil & natural gas companies. Their strategy is to
continue to grow a portfolio of core areas which provide growth opportunities
through grass-roots drilling, operating, service companies, acquisitions and
fund management.
"Investing
in America's Energy Future"
Visit
Capital City Energy Group at
www.capcityenergy.com
.
Safe Harbor
Statement
Investors
and readers are cautioned that certain statements contained in this document, as
well as some statements in periodic press releases and some oral statements of
our officers and directors during presentations about our energy funds, along
with Capital City Energy Group's filings with the Securities and Exchange
Commission, including the Company's registration statements, quarterly reports
on Form 10-Q and annual report on Form 10-KSB, are "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
"Act"). Forward-looking statements include statements that are predictive in
nature, which depend upon or refer to future events or conditions, which include
words such as "expects", "anticipates", "intends", "plans", "could", "might",
"believes", "seeks", "estimates" or similar expressions. In addition, any
statements concerning future financial performance (including future revenues,
earnings or growth rates), ongoing business strategies or prospects, and
possible future actions, which may be provided by the Company's management, are
also forward-looking statements as defined by the Act. Forward-looking
statements are based on current expectations and projections about future events
and are subject to various risks, uncertainties and assumptions about Capital
City Energy Group, its technology, economic and market factors and the
industries in which the Company does business, among other things. These
statements are not guarantees of future performance and Capital City Energy
Group, Inc. undertakes no specific obligation or intention to update these
statements after the date of this release.

text:
Capital
City Energy Group, Inc.

text: Capital City Energy Group Inc.

text: Capital City

text: Timothy Crawford

text: Capital City

text: Capital City

text:
Capital City Energy
Group, Inc.


text:
EX-99.1
2
ex99-1.htm
Unassociated Document
Exhibit
99.1
Contact
Information
8000
Towers Crescent Drive
Suite
1220
Vienna,
VA 22182
(703)
918-2430
http://www.arielway.com
Hawk
Associates, Inc.
Frank
N. Hawkins, Jr. or Julie Marshall
Phone:
(305) 852-2383
E-mail:
info@hawkassociates.com
http://www.hawkassociates.com
http://www.hawkmicrocaps.com
Ariel
Way to Acquire dbsXmedia
Company
Expected to
Provide Leading-Edge Satellite and Wireless Communications Services
Vienna,
VA, February 16, 2005
-- Ariel
Way, Inc. (OTC Bulletin Board: NFDV), a technology and services provider for
highly secure global communications solutions that is undergoing a name change
from Netfran Development Corp., announced today that it has
signed a binding agreement to acquire dbsXmedia,
Inc., a company providing satellite-based
services for Business Television, digital signage, training and
multimedia.
Ariel Way
will acquire
the majority of issued and outstanding shares of common stock of dbsXmedia, Inc.
in exchange for certain capitalization and financial guaranties that will allow
dbsXmedia to rapidly expand its client base. The terms
of the transaction were not disclosed.
The
transaction, which is subject to the usual conditions of closing, is scheduled
to close on or before February 21, 2005. Upon completion of the transaction,
Ariel Way will own 60% of dbsXmedia's stock and Zygot, LLC, held by the
management of dbsXmedia, will become the minority 40% shareholder. dbsXmedia
will continue to operate under it's existing name.
Arne
Dunhem, chairman of Ariel Way, said, "dbsXmedia provides Ariel Way with
additional necessary expertise and business drive to successfully penetrate the
satellite and wireless communications markets. We expect dbsXmedia to
aggressively take on the U.S. and European marketplaces while providing new and
complementary market avenues for Ariel Way's other business activities".
David
Howgill, CEO of dbsXmedia, said, "We are extremely pleased with today's
agreement. The synergies between the services and technologies provided by
existing Ariel Way activities, Ariel Way's financial backing and our own
services will allow dbsXmedia to accelerate our client acquisitions and
substantially improve our ability to provide leading Business Television and
digital media solutions in the global satellite and wireless
industries".
About
dbsXmedia
dbsXmedia
aims to provide communications infrastructure and integrated multimedia services
to major corporations throughout the U.S. and Europe. dbsXmedia's executive
management has over 25 years experience in the video and telecommunications
industries. dbsXmedia operates from offices in the United States and United
Kingdom, providing industry leading solutions for Business Television, digital
signage and interactive media delivered over a combination of satellite,
terrestrial and wireless networks. For more information, visit http://www.dbsxmedia.com.
About
Ariel Way, Inc.
Ariel Way
is a technology and services company providing highly secure global
communications solutions. The company is focused on developing innovative and
secure technologies, acquiring and growing advanced emerging technology
companies and national and global communications service providers. The company
also intends to create strategic alliances with companies with complementary
product solutions and services. The technology development effort for highly
secure communications solutions is conducted by a wholly owned subsidiary,
Enfotec, Inc. More information about Ariel Way can be found on the web at
http://www.arielway.com.
Enfotec
designs, manufactures and markets high-speed security appliance solutions that
integrate a high-performance Virtual Private Network (VPN) with a firewall,
intrusion detection capabilities, anti-virus and security management in a single
network appliance. Enfotec's EN Security Appliance and Custom Security Appliance
products feature hardware-based technologies that the company believes delivers
true wire-line data speed performance and the highest level of security
achievable. The Enfotec EN series of products is scalable while being easy to
configure and manage and enables third-party software applications to be easily
integrated. Enfotec's firmware and software technologies use standard
off-the-shelf components combined with the Linux operating system to provide
customers with performance levels that the company believes were never before
realized in a non-proprietary, cost-effective, hardware-based security
appliance. More information about Enfotec can be found on the web at
http://www.enfotec.net.
A profile
on the company can be found at http://www.hawkassociates.com/arielway/profile.htm.
An online
investor kit containing Ariel Way press releases, SEC filings, current Level II
price quotes, interactive Java stock charts and other useful information for
investors can be found at http://www.hawkassociates.com
and http://www.hawkmicrocaps.com. For
investor relations, contact Frank Hawkins or Ken AuYeung, Hawk Associates, at
(305) 852-2383, e-mail: info@hawkassociates.com.
Forward-Looking
Statements: Certain statements made in this press release concerning Ariel Way,
Inc. and its future operations and acquisitions are forward-looking statements.
Although such statements are based on current expectations they are subject to a
number of future uncertainties and risks, and actual results may differ
materially. The uncertainties and risks include, but are not limited to, the
Netfran Development Corp. acquisition of Ariel Way, Inc. and additional
potential acquisitions and the ability of Ariel Way, Inc. to execute effectively
its business plan and develop a successful business. Any forward-looking
statements are made pursuant to the Private Securities Litigation Reform Act of
1995 and, as such, speak only as of the date made. Statements made in this
document that are not purely historical are forward-looking statements,
including any statements as to beliefs, plans, expectations, anticipations or
intentions regarding the future. The company assumes no obligation to update
information concerning the forward-looking statements contained herein.

text:
Ariel
Way

text:
Ariel
Way, Inc.

text:
dbsXmedia,
Inc.

text: Ariel Way

text: dbsXmedia, Inc.

text: Ariel Way

text:
Arne
Dunhem

text: Ariel Way

text: Ariel Way

text: Ariel Way

text:
David
Howgill

text: Ariel Way

text: Ariel Way

text: Ariel Way, Inc.

text: Ariel Way

text: Ariel Way

text: Ariel Way

text:
Ariel Way,
Inc.

text: Ariel Way, Inc.

text: Ariel Way, Inc.


text:
EX-99.1
2
y25223exv99w1.txt
EX-99.1: PRESS RELEASE
EXHIBIT 99.1
[EDO LOGO]
60 East 42nd Street FOR IMMEDIATE RELEASE
New York, NY 10165
212-716-2000
EDO COMPLETES ACQUISITION OF IST
CONSOLIDATES INTELLIGENCE-RELATED OPERATIONS
NEW YORK - SEPT. 15, 2006 - EDO Corporation (NYSE: EDO) today completed the
acquisition of Impact Science & Technology Inc (IST), a privately-held company
that provides Signals Intelligence (SIGINT) systems and analysis support to the
intelligence community, and advanced countermeasures and electronic-attack
systems to the Department of Defense and other government agencies.
As previously disclosed, EDO has acquired all of the outstanding shares of the
company for $124 million, consisting of a cash payment of $106 million and an
$18 million promissory note to be paid over three years. Taking into account
IST's cash balance at the time of the offer, the net purchase price was $113
million, subject to a customary adjustment based on the final determination of
the company's net book value at the time of the closing. In addition, nine key
employees received retention payments in the form of 405,103 restricted common
shares.
The purchase was funded from EDO's current cash balance, plus a $100 million
borrowing from the company's bank-credit facility. The acquisition will be
immediately accretive to EDO's earnings.
"The acquisition of IST doubles the scope of our business with the intelligence
community and adds important new technologies", said EDO Chief Executive Officer
James M. Smith. "These include advanced radar countermeasures, electronic attack
and electronic intelligence systems, software products, and systems engineering
and analysis services".
IST is EDO's third acquisition in the area of intelligence systems and
countermeasures since mid 2005. It will be integrated with the already-combined
business of EVI-NexGen to form a new business sector named Intelligence and
Information Warfare. Warren B. Murrin, who was president of IST, will remain
with EDO as head of this new business sector. The Intelligence and Information
Warfare sector will become part of EDO's Electronic Systems and Communications
reporting segment.
IST has approximately 200 employees and is based in Nashua, N.H., with
additional operations in Maryland and Colorado. Revenue for the 12 months ended
March 31,
2006 was $63 million. Over the past five years, revenue has grown at a compound
annual growth rate of 60 percent.
"We welcome the outstanding, highly-skilled IST team of professionals, and look
forward to serving the intelligence community with dynamic and powerful new
capabilities", Mr. Smith concluded.
EDO Corporation designs and manufactures a diverse range of products for
defense, intelligence, and commercial markets. Major product groups include:
Professional and Engineering Services, Defense Electronics, Communications,
Aircraft Armament Systems, Undersea Warfare, and Integrated Composite
Structures. EDO's advanced systems are at the core of the transformation to
lighter, faster, and smarter defense capabilities.
With headquarters in New York, EDO Corporation (www.edocorp.com) employs 4,200
people worldwide. The company was founded in 1925 and had revenues of $648
million in 2005.
FORWARD-LOOKING STATEMENTS
Certain statements made in this release, including statements about future
revenue and revenue growth, future earnings, and anticipated financing
arrangements are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on current
expectations, estimates and projections about the company's 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 differ
materially from what is expressed or forecasted in such forward-looking
statements due to numerous factors, including those described above and the
following: changes in demand for the company's products and services, product
mix, the timing of customer orders and deliveries, the impact of competitive
products and services and pricing, and other risks discussed from time to time
in the company's Securities and Exchange Commission filings and reports. In
addition, such statements could be affected by general industry and market
conditions and growth rates, and general domestic and international economic
conditions. Such forward-looking statements speak only as of the date on which
they are made, and the company does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after the date of
this release.
CONTACTS:
William A. Walkowiak, CFA Sara Banda
Director of Investor Relations Media Relations
(212) 716-2038 (212) 716-2071
ir@edocorp.com media@edocorp.com

text: EDO

text: EDO

text: IST

text: EDO Corporation

text: EDO

text: Impact Science & Technology Inc

text: IST

text: EDO

text: IST

text: EDO

text: EDO

text: IST

text: EDO

text: IST

text: EDO

text: IST

text: EDO

text: EDO

text: IST

text: IST

text: EDO Corporation

text: EDO

text: EDO Corporation

text: Sara Banda


text:
EX-99.2
5
ex992lpi102517.htm
EXHIBIT 99.2
Exhibit
EXHIBIT 99.2
15 West 6th Street, Suite 900 · Tulsa, Oklahoma 74119 · (918) 513-4570 · Fax: (918) 513-4571
www.laredopetro.com
Laredo Petroleum Announces Closing of Sale of Interest in Medallion Pipeline
TULSA, OK - October 30, 2017 - Laredo Petroleum, Inc. (NYSE: LPI) ("Laredo" or the "Company") today announced the closing of the previously announced agreement among an affiliate of Global Infrastructure Partners ("GIP"), Laredo's wholly-owned subsidiary Laredo Midstream Services, LLC ("LMS") and Medallion Midstream Holdings, LLC, which is owned and controlled by an affiliate of The Energy & Minerals Group, whereby GIP purchased 100% of the ownership interests in Medallion Gathering & Processing, LLC ("MGP") for a cash purchase price of $1.825 billion plus potential additional cash consideration. MGP is the sole owner of the Medallion - Midland Basin pipeline system. LMS received net proceeds of approximately $830 million for its 49% interest in MGP, after deduction of its proportionate share of fees and other expenses, but prior to customary post-closing adjustments and taxes. The Company intends to use the net proceeds from the sale primarily to repay debt.
About Laredo
Laredo Petroleum, Inc. is an independent energy company with headquarters in Tulsa, Oklahoma. Laredo's business strategy is focused on the acquisition, exploration and development of oil and natural gas properties and the gathering of oil and liquids-rich natural gas from such properties, primarily in the Permian Basin of West Texas.
Additional information about Laredo may be found on its website at www.laredopetro.com.
Forward-Looking Statements
This press release and any oral statements made regarding the subject of this release contain forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, that address activities that Laredo assumes, plans, expects, believes, intends, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future, including, but not limited to, the application of net proceeds, are forward-looking statements. The forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events.
General risks relating to Laredo include, but are not limited to, the decline in prices of oil, natural gas liquids and natural gas and the related impact to financial statements as a result of asset impairments and revisions to reserve estimates, and other factors, including those and other risks described in its Annual Report on Form 10-K for the year ended December 31, 2016, and those set forth from time to time in other filings with the Securities Exchange Commission ("SEC"). These documents are available through Laredo's website at www.laredopetro.com under the tab "Investor Relations" or through the SEC's Electronic Data Gathering and Analysis Retrieval System at www.sec.gov. Any of these factors could cause Laredo's actual results and plans to differ materially from those in the forward-looking statements. Therefore, Laredo can give no assurance that its future results will be as estimated. Laredo does not intend to, and disclaims any obligation to, update or revise any forward-looking statement.
# # #
Contacts:
Ron Hagood: (918) 858-5504 - RHagood@laredopetro.com
17-13
2

text: Laredo Petroleum

text: Laredo Petroleum

label: fund

text: Global Infrastructure Partners

override: fund

text: GIP

text: Laredo Midstream Services, LLC

text: Medallion Midstream Holdings, LLC

text: Energy & Minerals Group

text: GIP

text: Medallion Gathering & Processing, LLC

text: Laredo Petroleum