text:
EX-99.1
3
rpay-ex991_6.htm
EX-99.1
rpay-ex991_6.htm
Exhibit 99.1
REPAY Completes Acquisition of BillingTree
Company Posted Webcast to Review the Transaction on Investor Relations Section of REPAY.com
ATLANTA, June 15, 2021
-- Repay Holdings Corporation (NASDAQ: RPAY) ("REPAY"), a leading provider of vertically-integrated payment solutions, today announced it has completed the previously announced acquisition of BillingTree for a total purchase of approximately $503 million, consisting of approximately $275 million in cash from REPAY's balance sheet at closing and approximately 10 million shares of newly issued REPAY Class A common stock to the seller, an affiliate of Parthenon Capital, representing approximately 10% of the voting power of REPAY's outstanding shares of common stock.
"We are thrilled to announce the completion of the BillingTree acquisition, our largest to date, and look forward to expanding our position in Healthcare, Credit Unions, and Accounts Receivable Management with the help of BillingTree's team and strong platform capabilities", said John Morris, CEO of REPAY.
BillingTree, founded in 2003 and headquartered in Scottsdale, AZ, is a
leading provider of omni-channel, integrated payments solutions to the Healthcare, Credit Union, Accounts Receivable Management (ARM), and Energy industries. Through its technology-enabled suite of products and services, including a variety of payment channels and reporting capabilities, BillingTree helps organizations get paid faster and more efficiently.
REPAY posted a webcast and presentation to review the transaction on the investor relations section of the Company's website, found here -
investors.repay.com
.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY's plans, objectives, expectations and intentions with respect to future operations, market position, products and services; and other statements identified by words such as "is expected to", "is anticipated", "estimated", "believe", "projection" or words of similar meaning. These forward-looking statements include: anticipated benefits from the BillingTree acquisition and statements regarding market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of REPAY's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control.
In addition to factors disclosed in REPAY's reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2020, as amended, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: any inability to integrate and/or realize the benefits of the BillingTree acquisition, including expected synergies, as well as any disruption to REPAY's or BillingTree's relationships with financial institutions, customers, employee or other business partners; changes in the payment processing market in which REPAY and BillingTree compete, including with respect to the applicable competitive
landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY and/or BillingTree target, including the regulatory environment applicable to those customers; risks relating to REPAY's and BillingTree's relationships within the payment ecosystem; and risks relating to data security.
Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY's industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part.
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY's proprietary, integrated payment technology platform reduces the complexity of electronic payments for merchants, while enhancing the overall experience for consumers and businesses.
Contacts
Investor Relations Contact for REPAY:
repayIR@icrinc.com
Media Relations Contact for REPAY:
Kristen Hoyman
(404) 637-1665
khoyman@repay.com

text: REPAY

text: BillingTree

text: Repay Holdings Corporation

text: REPAY

text: BillingTree

text: REPAY

text: REPAY

text: Parthenon Capital

text: REPAY

text: BillingTree

text: BillingTree

text: John Morris

text: REPAY

text: BillingTree

text: BillingTree

text: REPAY

text: REPAY

text: BillingTree

text: REPAY

text: REPAY

text: BillingTree

text: REPAY

text: BillingTree

text: REPAY

text: BillingTree

text: REPAY

text: BillingTree

text: REPAY

text: BillingTree

text: REPAY

text: REPAY

text: REPAY

text: REPAY

text: REPAY

text: REPAY

text: REPAY

text: REPAY

text: REPAY


dataset: buster

text:
EX-99.1
2
a18-14866_1ex99d1.htm
EX-99.1
Exhibit 99.1
321 SOUTH BOSTON AVENUE, SUITE 1000
TULSA, OKLAHOMA 74103
PRESS RELEASE FOR IMMEDIATE ISSUANCE
MIDSTATES PETROLEUM ANNOUNCES CLOSING OF SALE OF ANADARKO BASIN PRODUCING PROPERTIES
TULSA, OK
- (BUSINESS WIRE) - June 5, 2018 - Midstates Petroleum Company, Inc. ("Midstates" or the "Company") (NYSE: MPO) today announced the closing of the previously announced sale of its Anadarko Basin producing properties located in the Texas panhandle and western Oklahoma for $58 million. The net proceeds were approximately $54 million, subject to standard post-closing adjustments. The proceeds will be used to pay down a portion of the outstanding borrowings under the Company's revolving credit facility and for general corporate purposes.
SunTrust Robinson Humphrey acted as advisor to the Company on this transaction.
About Midstates Petroleum Company, Inc.
Midstates Petroleum Company, Inc. is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. The Company's operations are currently focused on the oilfield in the Mississippian Lime play in Oklahoma.
*********
Contact:
Midstates Petroleum Company, Inc.
Jason McGlynn, Investor Relations, (918) 947-4614
Jason.McGlynn@midstatespetroleum.com

label: organization

text: MIDSTATES PETROLEUM

text: Midstates Petroleum Company, Inc.

text: SunTrust Robinson Humphrey

text: Midstates Petroleum Company, Inc.

text: Midstates Petroleum Company, Inc.

text: Midstates Petroleum Company, 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
2
exhibitpressrelease.htm
PRESS RELEASE
exhibitpressrelease.htm
Church & Dwight Co., Inc.
News Release
Contact:
Matthew T. Farrell
Chief Financial Officer
609-683-5900
Church & Dwight Completes Purchase of Avid Health, Inc.
PRINCETON, NJ, October 1, 2012 - Church & Dwight Co., Inc. (NYSE:CHD) has today announced that it has completed its previously announced acquisition of Avid Health, Inc. (Avid), the leader in gummy form vitamins and supplements.
The transaction was completed substantially under the original terms announced on August 20, 2012, which called for Church & Dwight to pay $650 million in cash at closing.
The purchase price was financed with $400 million in aggregate Senior Notes (2.875%) due 2022, commercial paper and cash.
"The acquisition of Avid's gummy vitamins business represents a great addition to our existing portfolio and brings to our Company a new growth platform in one of the fastest-growing segments of the attractive vitamin / mineral / supplement category. It is also consistent with our strategy of strengthening our business by adding #1 or #2 brands in areas of high growth potential", said James R. Craigie, Chairman and Chief Executive Officer of the Company.
As previously announced, the acquisition is expected to be dilutive to 2012 earnings per share (approximately $0.02 per share) and accretive to both earnings and free cash flow in 2013, inclusive of transaction costs, acquisition-related expenses, the effect of an inventory step-up charge and intangible amortization expense.
Church & Dwight Co., Inc. manufactures and markets a wide range of personal care, household and specialty products under the ARM & HAMMER brand name and other well-known trademarks.
This release contains forward-looking statements relating
to
, among
other things, the consummation, financing and impact of the Avid acquisition and anticipated associated cost savings; the effect
of product mix;
earnings per share; reported net sales growth and
organic sales growth
;
volume growth, including the effects of new products; gross margins; operating margins; marketing spending; commodity price increases; consumer spending; cost
savings programs; marketing support; effective tax rate; net cash from operating activities; capital expenditures
; competition; and customer response to new products. These statements represent the intentions, plans, expectations and beliefs of the Company, and are subject to risks, uncertainties and other factors, many of which are outside the Company's control and could cause actual results to differ materially from such forward-looking statements. The uncertainties include assumptions as to market growth and consumer demand (including the effect of political and economic events on consumer demand), retailer actions in response to changes in consumer demand and the economy, raw material and energy prices, the financial condition of major customers and suppliers, interest rate and foreign currency exchange rate fluctuations and changes in marketing and promotional spending. With regard to the new product introductions referred to in this release, there is particular uncertainty relating to trade, competitive and consumer reactions. Other factors that could materially affect actual results include the outcome of contingencies, including litigation, pending regulatory proceedings, environmental matters and the acquisition or divestiture of assets. For a description of additional factors that could cause actual results to differ materially from the forward looking statements, please see the Company's quarterly and annual reports filed with the SEC, including information in the Company's annual report on Form 10-K in Item 1A, "Risk Factors".

text: Church & Dwight Co., Inc.

label: person

text: Matthew T. Farrell

text: Church & Dwight

text: Avid Health, Inc.

text: Church & Dwight Co., Inc.

text: Avid Health, Inc.

text: Avid

text: Church & Dwight

text: Avid

text: James R. Craigie

text: Church & Dwight Co., Inc.

text: Avid


text:
EX-99.1
2
a11-27778_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Jamie Fulmer (864) 342-5633
jfulmer@advanceamerica.net
Advance America Completes Acquisition of Approximately 300 Retail Consumer Finance Locations
SPARTANBURG, S.C., October 10, 2011 - Advance America, Cash Advance Centers, Inc. (NYSE: AEA), announced today that it has completed its previously disclosed purchase of substantially all of the assets of CompuCredit's retail storefront consumer finance business consisting of approximately 300 centers located in Alabama, Colorado, Kentucky, Ohio, Oklahoma, Mississippi, South Carolina, Tennessee, and Wisconsin. The purchase price is approximately $46.7 million, comprised of the $45.6 million contract amount and a working capital adjustment of approximately $1.1 million, and is subject to possible post-closing adjustments and indemnities.
Commenting on today's announcement, Advance America's President and Chief Executive Officer, Patrick O'Shaughnessy said, "We are pleased to finalize Advance America's acquisition of CompuCredit's storefront business. This addition to our retail footprint will help to grow our business, and allow us to expand access to affordable financial services and provide added value for our stakeholders. I look forward to our new coworkers joining the rest of our dedicated Advance America team, and together strengthening our commitment to providing excellent customer service and reliable and cost-effective financial tools for American consumers".
# # #
About Advance America Cash Advance
Founded in 1997, Advance America, Cash Advance Centers, Inc. (NYSE: AEA) is the country's leading provider of non-bank cash advance services, with approximately 2,650 centers and 55 limited licensees in 29 states, the United Kingdom, and Canada. The Company offers convenient, less-costly credit options to consumers whose needs are not met by traditional financial institutions. The Company is a founding member of the Community Financial Services Association of America (CFSA), whose mission is to promote laws that provide substantive consumer protections and to encourage responsible industry practices. Please visit www.advanceamerica.net for more information.
Forward-Looking Statements and Information
Certain statements contained in this release may constitute "forward-looking statements" within the meaning of federal securities laws. All statements in this release other than those relating to our historical information or current condition are forward-looking statements. For example, any statements regarding our future financial performance (including, but not limited to,
the Company's ability to execute its long-term strategy and to manage operational efficiencies across its national footprint
), our business strategy, legislative and regulatory developments in our industry, our ability to integrate acquired assets in a manner that will be accretive to our earnings, strengthen the consumer demand for and access to our short-term credit products, and provide immediate long-term added value to our shareholders, are forward-looking statements. Although we believe that the current views and expectations reflected in these forward-looking statements are reasonable, those views and expectations and the related statements are inherently subject to risks, uncertainties, and other factors, many of which are not under our control and may not even be predictable. Therefore, actual results could differ materially from our expectations as of today and any future results, performance, or achievements expressed directly or impliedly by the forward-looking statements. For a more detailed discussion of some of the factors that may cause our actual results to differ from our current expectations, please refer to the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, copies of which are available from the Securities and Exchange Commission, upon request from us, or by going to our website: www.advanceamerica.net

text: Advance America

text: CompuCredit

text: Advance America

text: Advance America

text: CompuCredit

text: storefront business

text: Advance America


text:
EX-99.1
6
v223925_ex99-1.htm
Exhibit 99.1
Lantis Laser Closes Strategic Merger With TAG Minerals Inc.
TAG Minerals Set to Peg and Stake Alluvial Surface Gold Bearing Areas
and Commence Mining Shortly Thereafter
Freehold, N.J., May 24, 2011-Lantis Laser Inc. (symbol: LLSR) (OTCQB-News), ("Lantis") announced today that it has closed on its merger with TAG Minerals Inc. ("TAG") whereby TAG will become its wholly-owned gold & mineral mining subsidiary. TAG is now set to peg and stake out previously explored and bulk sampled gold bearing areas in Zimbabwe, Africa, in conjunction with its operating associate company TAG Minerals Zimbabwe (Private) Limited. TAG intends to commence alluvial surface mining for its gold extraction activities, where the soil and ore bearing gold is very close to the surface, eliminating the need to dig deep into the earth.
TAG will utilize Extrac-TEC Heavy Particle Concentrators (HPC) Gold Recovery and Mineral Separation Equipment, which is state-of the-art and designed specifically for alluvial surface mining operations. Deploying specialized equipment for this type of mining is extremely advantageous for TAG, as large and expensive deep hole drilling mining machinery is not required. Greig Oppenheimer, a director and principal of Lantis is the co-inventor of the HPC patented mining equipment technology and is based in George, South Africa, where the equipment is manufactured. Oppenheimer has many years of mineral extraction and commercial expertise and is also the CEO of IE-TEC Marketing Limited, the exclusive distributor of the Extrac-TEC equipment.
Tapiwa Gurupira, a director and principal of Lantis, stated, "TAG Minerals will be looking to grow its operations organically as well as by making seasoned strategic acquisitions of other small to mid size mining operations throughout Zimbabwe." He added, "there is a plethora of mining opportunities in Zimbabwe and TAG intends, and anticipates, carving out its share for the benefit of the shareholders of Lantis".
About Lantis Laser Inc.
Lantis Laser Inc. is the holding company with two wholly-owned subsidiaries, Lantis Laser, Inc (New Jersey) and TAG Minerals Inc. Lantis Laser, Inc. is developing under license, synergistic, high resolution, light-based imaging modalities which can detect decay and microstructural defects at an early stage, and unlike x-ray, do not emit potentially harmful ionizing radiation. Its products are in development and cannot be sold until FDA clearance for marketing is obtained.
About TAG Minerals Inc.
TAG Minerals is a U.S. based (incorporated in Wyoming) mineral resource acquisition, exploration and development company, with operations conducted through its operating associated company, TAG Minerals Zimbabwe (Private) Limited. The company's business is managed by its directors and officers who have mineral extraction and commercial experience. TAG's strategy is to identify, acquire and exploit mineral properties that have potential. TAG Minerals is augmented by independent financial, geological, and mining professionals who advise the company on its mining and exploration projects throughout Zimbabwe, Africa.
To find out more about the mining equipment utilized by TAG; visit www.extrac-tec.com
Safe Harbor.
Statements regarding financial matters in this press release other than historical facts are "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The company intends that such statements about the company's future expectations, including future revenues and earnings, technology efficacy and all other forward-looking statements be subject to the safe harbors created thereby. The company is a development stage company who continues to be dependent upon outside capital to sustain its existence. Since these statements (future operational results and sales) involve risks and uncertainties and are subject to change at any time, the company's actual results may differ materially from expected results.
CONTACT INFORMATION
Corporate Inquiries:
Stan Baron, President
Al Pietrangelo, President& CEO
Lantis Laser, Inc. (NJ)
TAG Minerals Inc.
Telephone: 203.300.7622
Telephone: 732.252.5146
sbaron@lantislaser.com
alpietrangelo@gmail.com
For more news on OCT in Dentistry visit:
www.octnews.org

text: Lantis Laser

text: TAG Minerals Inc.

text: Lantis Laser Inc.

text: TAG Minerals Inc.

text: Lantis Laser Inc.

text: Lantis Laser Inc.

text: Lantis Laser

text: TAG Minerals Inc.

text: Lantis Laser

text: TAG Minerals Inc.

text: Stan Baron

text: Lantis Laser

text: TAG Minerals Inc.


text:
EX-99.1
7
nbgv_ex99z1.htm
EXHIBIT 99.1
NewBridge Global Ventures Acquires Licensing Rights
To Hydro Dynamics Patented Cavitation Extraction Technology
Forms Joint Venture Partnership with EcoXtraction, LLC
Alameda, CA, February 21, 2019 - NewBridge Global Ventures, Inc. ("NewBridge" or the "Company"), (OTCQB: NBGV), a company focused on the emerging and dynamic legal and regulated cannabis industry, today announced a joint venture partnership with EcoXtraction LLC that gives NewBridge rights to Hydro Dynamics patented cavitation extraction technology for the cannabis industry.
The joint venture with EcoXtraction LLC, named CleanWave Labs LLC, includes an exclusive licensing agreement as well as Intellectual Property, patents, and extracting equipment which utilize "controlled cavitation" for extraction in the cannabis industry.
NewBridge's Chief Technology Officer Dr. John Mackay commented, "The Controlled Cavitation Extraction Process has many advantages over the other extraction technologies currently being used in the hemp industry, as well as at a number of cannabis facilities. The key advantage is the ability to process fresh or fresh frozen biomass, thereby eliminating the need to dry the biomass before processing, saving substantial time and the risk associated with the drying and curing cycle. The second major advantage is the ability to extract without the use of solvents or toxins, using only water at low pressure and temperatures, thus preserving the plants' cannabinoids, and the separated or extracted oil mirroring the compounds found in the original plant. In addition, the continuous processing of controlled cavitation, versus batch processing, also contributes to a significant reduction in extraction time and avoids the use of hydrocarbons such as hexane and butane and polar liquid solvents like ethanol".
The Hydro Dynamics patented methodology represents a paradigm shift for fluid processing and is truly a next-generation industrial technology that improves efficiencies, requires lower capital expenditures, cuts maintenance costs and reduces the environmental impact.
Dr. MacKay, a well-known scientific expert on extraction, has been applying his extensive scientific skills and experience in the cannabis field to build the Company to a leadership position in extraction.
"We're excited to bring Hydro Dynamics technology to NewBridge Global Ventures and the cannabis industry", added Dr. MacKay. "The benefits of Hydro Dynamics technology are truly disruptive and will, we believe, afford NewBridge a competitive advantage through our licensing agreement. The technology has the potential to change the standard process used for extraction throughout the industrial hemp and cannabis industry. We look forward to reporting on the results produced from the Extractors we are installing across NewBridge's operations over the next months".
About Hydro Dynamics
Hydro Dynamics, Inc., founded in 1991 and located in Rome, Georgia, is the developer and manufacturer of the cavitation-based ShockWave Xtractor™ Technology. The ShockWave Xtractor™ equipment uses the physical phenomenon of cavitation, normally known as a destructive force, and harnesses it to solve critical industrial mixing, extraction and heating problems. The technology can now be found on four continents in applications ranging from biodiesel production to hops extraction for beer. Learn more at: www.hydrodynamics.com
About NewBridge Global Ventures
NewBridge Global Ventures, Inc. (OTCQB: NBGV) is a US public company acquiring and currently operating a vertically integrated portfolio of California cannabis and hemp companies. Our vertical structure includes genetics, cloning, cultivation, manufacturing, and distribution. We believe by focusing on compliance, industry best practices, standardization, and corporate governance, NewBridge Global Ventures, Inc. will be squarely positioned for
rapid sales growth in the legal California cannabis and industrial hemp Industry. For more information go to: www.newbridgegv.com
Forward-Looking Statements
Statements about the expected timing, and all other statements in this press release, other than historical facts, constitute forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date hereof and are based on current expectation and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those projected. A number of the matters discussed herein that are not historical or current facts deal with potential future circumstances and developments that may or may not materialize. This press release speaks only as of its date, and except as required by law, we disclaim any duty to update.
Contacts:
Bob Bench, Interim President
bob@newbridgegv.com
801-362-2115
Investors:
Stephanie Prince
PCG Advisory Group
sprince@pcgadvisory.com
646.762.4518

text: NewBridge Global Ventures

override: organization

text: EcoXtraction, LLC

text: NewBridge Global Ventures, Inc.

text: EcoXtraction LLC

text: EcoXtraction LLC

text: John Mackay

text: NewBridge Global Ventures

text: NewBridge Global Ventures

text: NewBridge Global Ventures, Inc.

text: NewBridge Global Ventures, Inc.

text: Bob Bench


text:
EX-99.1
3
ex99-1.htm
PRESS RELEASE DATED JANUARY 11, 2017
EXHIBIT 99.1
January 11, 2017
CALAMOS ASSET MANAGEMENT, INC. EXECUTES DEFINITIVE AGREEMENT
TO BE ACQUIRED BY FOUNDER JOHN CALAMOS
AND CEO JOHN KOUDOUNIS
Tender Offer to be Made at Previously Announced Price of $8.25 Per Share
NAPERVILLE, Ill.
,
January 11, 2017 - Calamos Asset Management, Inc. (NASDAQ: CLMS) ("
CAM
"), a publicly traded holding company which currently owns a minority stake of the investment firm Calamos Investments LLC, announced today that it has executed a definitive agreement to be acquired by an entity (the "
Acquirer
") indirectly owned by Mr. John P. Calamos, Sr. and Mr. John Koudounis. Mr. Calamos is the founder and Global Chief Investment Officer of Calamos Investments LLC, and CAM's Chairman. Mr. Koudounis is the Chief Executive Officer of CAM.
Consistent with the company's prior announcement on December 19, 2016, the definitive agreement provides for the Acquirer to first commence a tender offer to acquire all of the outstanding shares of Class A common stock of CAM for $8.25 per share in cash. The tender offer will be followed by a second-step merger (pursuant to Section 251(h) of Delaware's corporations statute), in which any shares not tendered (other than shares owned by Acquirer, and shares for which appraisal is properly sought under applicable law) would be converted into the right to receive the same cash price as paid in the tender offer.
CAM's Board of Directors approved the merger agreement based on the unanimous recommendation of an independent Special Committee. Following deliberate and comprehensive negotiation, the Special Committee, in consultation with its financial and legal advisors, concluded that the proposed transaction was fair and in the best interests of CAM's public shareholders, and CAM's Board of Directors unanimously recommended that shareholders tender their shares.
Mr. Calamos said: "We are pleased to have finalized an agreement with the Special Committee on the terms of this transaction. As investors at Calamos, we have always taken the long view. I believe a fully private ownership structure will enable us to focus on managing to our vision for the firm's long-term growth".
Mr. Koudounis added: "Upon arriving at Calamos, I directed an extensive analysis of our corporate structure. Being a fully private company-consistent with 95% of asset managers today-will allow us to manage the business with the same long-term view that we apply to our investment approach. By eliminating the distraction of the market's increased focus on short-term metrics, we can be singularly dedicated to improving our key performance areas".
Under the terms of the definitive agreement, the tender offer is to commence within 7 business days of the date of the agreement. The transaction is expected to close during the first quarter of 2017, subject to conditions set forth in the definitive agreement. The transaction is not subject to a minimum number of shares being tendered. In light of the transaction announced today, the Board of Directors of CAM does not expect to declare quarterly dividends going forward.
BofA Merrill Lynch is serving as financial advisor to Messrs. Calamos and Koudounis and Kramer Levin Naftalis & Frankel LLP is serving as their legal counsel. Duff and Phelps, LLC is serving as financial advisor to the Special Committee of the Board of Directors and Morris, Nichols, Arsht & Tunnell LLP as its legal counsel. Vedder Price P.C. is legal counsel to CAM.
As of September 30, 2016, CAM owned 22.2% of Calamos Investments, with the remaining 77.8% being privately owned by Calamos Partners LLC. Mr. Calamos, other Calamos family members and Mr. Koudounis, directly and indirectly own 100% of Calamos Partners. Calamos Partners also currently owns all of CAM's outstanding Class B common stock, which represents 97.4% of the combined voting power of all classes of CAM's voting stock.
Forward Looking Statements
Any statements made in this communication that are not statements of historical fact, including statements about the expected timetable for completing the transaction and the potential effects of the acquisition, are forward-looking statements that are based on management's beliefs, certain assumptions and current expectations and should be evaluated as such. These statements may be identified by their use of forward-looking terminology such as the words "expects", "projects", "anticipates", "intends" and other similar words. Forward-looking statements include statements that may relate to CAM's or the Acquirer's plans, objectives, strategies, goals, future events, future revenues or performance, and other information that is not historical information. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, the satisfaction of the conditions to the tender offer and the merger contained in the definitive agreement; the absence of certain material adverse changes in the business of CAM; and general economic, business and market conditions. For a more complete discussion of certain of the risks and uncertainties with respect to the business of CAM, see the discussion of risks and uncertainties in CAM's annual report on Form 10-K for the fiscal year ended December 31, 2015, other reports CAM files under the Securities and Exchange Commission (the "SEC"), as well as the tender offer documents to be filed by the Acquirer and by CAM. The forward-looking statements contained in this press release are made as of the date that the press release is issued, and CAM undertakes no obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.
Important Additional Information and Where to Find It
The tender offer described in this press release has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of CAM, nor is it a substitute for the tender offer materials that the Acquirer will
2
file with the SEC upon commencement of the tender offer. At the time that the tender offer is commenced, the Acquirer will file tender offer materials on Schedule TO with the SEC, and CAM will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY CAM'S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation statement will be made available to CAM's stockholders free of charge. A free copy of the tender offer statement and the solicitation/recommendation statement will also be made available to all stockholders of CAM by contacting CAM at IR@calamos.com or by phone at +1.630.245.7200, or by visiting CAM's website (www.calamos.com). In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC's website (www.sec.gov) upon filing with the SEC. CAM'S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT, WHEN THEY BECOME AVAILABLE, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE TRANSACTION.
Media Contact:
Jeff Kelley, SVP, Head of Marketing, +1.630.577.9687, IR@calamos.com
3

text: CALAMOS ASSET MANAGEMENT, INC.

text: Calamos Asset Management, Inc.

label: fund

text: Calamos Investments LLC

text: Mr. John P. Calamos, Sr.

text: Mr. John Koudounis

text: Calamos Investments LLC

text: BofA Merrill Lynch

text: Kramer Levin Naftalis & Frankel LLP

text: Duff and Phelps, LLC

text: Morris, Nichols, Arsht & Tunnell LLP

text: Vedder Price P.C.


text:
EX-99.1
11
exhibit99-1.htm
PRESS RELEASE
exhibit99-1.htm
Exhibit 99.1
PRESS RELEASE FOR IMMEDIATE RELEASE
September 2, 2010 NEBRASKA DISTRIBUTION
CONTACT
: Chad Daffer or Andy Grier
800/283-2357
AMERICA FIRST TAX EXEMPT INVESTORS L.P.
ANNOUNCES FUNDING OF NEW SECURED CREDIT FACILITY
Omaha, NE-
September 2, 2010 - America First Tax Exempt Investors, L.P. (NASDAQ: ATAX) (the "Company"), announced today that it has entered into a new long-term secured debt financing facility with Freddie Mac utilizing Freddie Mac's Tax-Exempt Bond Securitization or "TEBS" program (the "TEBS Financing"). Proceeds from the TEBS Financing totaled approximately $95.8 million, of which approximately $49.5 million was used to repay the entire outstanding balance due on the Company's secured term loan with Bank of America. After the repayment of the Bank of America loan and the payment of expenses, approximately $40.9 million of net proceeds were received by the Company.
The TEBS Financing is a securitization of 13 of the Company's tax-exempt mortgage revenue bonds (the "Bonds") and essentially provides the Company with a long-term variable rate debt facility at interest rates that will reflect prevailing short-term tax-exempt rates. The effective interest rate to be paid on the TEBS Financing is equal to the weekly Securities Industry and Financial Markets Association ("SIFMA") floating index rate plus certain credit, facility, remarketing and servicing fees (the "Facility Fees"). As of closing, the current SIFMA rate is equal to 0.25% and the total Facility Fees are 1.9% resulting in a total initial cost of borrowing of 2.15%. The Company has also entered into three separate interest rate cap agreements indexed to the SIFMA floating index for a total nominal amount of $95.8 million. These caps limit the Company exposure to increases in the SIFMA base rate to the interest rate caps strike rate of 3.0% per annum. The cap rate plus the Facility Fees result in a maximum potential cost of borrowing on this financing of 4.9% per annum. For financial reporting purposes, the TEBS Financing will be presented as a secured financing.
"The closing of the TEBS Financing is a significant transaction for the Company which will contribute to our ability to meet our strategic objectives", stated Chad Daffer, Fund Manager. "With the closing of the TEBS Financing the Company accomplished the following objectives;
·
The Bank of America term loan facility, which was to expire on December 31, 2010, was retired and replaced with a long-term financing thereby addressing refinancing risks associated with the Bank of America loan,
·
The Company's cost of borrowing was reduced from an effective rate of approximately 4.25% on the retired Bank of America loan to an initial rate of approximately 2.15% on the TEBS Financing,
·
Overall balance sheet leverage was increased to levels in line with targeted leverage for the Company potentially allowing for additional investments and credit spread income, and
·
The Company's overall cost of borrowing has been capped, through our hedging strategy, at a rate comparable to rates incurred recently by the Company".
Outline of the TEBS Financing
Under the terms of the TEBS Financing, the Company transferred all of the Bonds to ATAX TEBS I, LLC, a special purpose entity controlled by the Company (the "Sponsor"). ATAX TEBS I then securitized these assets by transferring assets with an outstanding principal balance of approximately $116.1 million to Freddie Mac in exchange for tax-exempt Class A and Class B Freddie Mac Multifamily Variable Rate Certificates, Series M024 (collectively, the "TEBS Certificates") issued by Freddie Mac. The TEBS Certificates represent beneficial interests in the securitized assets held by Freddie Mac.
The Class A TEBS Certificates have been credit-enhanced by Freddie Mac and were sold through a placement agent to unaffiliated investors. The gross proceeds from the sale of the Class A TEBS Certificates of approximately $95.8 million were remitted to the Sponsor. The Sponsor retained all of the Class B TEBS Certificates with a total value of approximately $20.3 million. The Class B TEBS Certificates are pledged to Freddie Mac to secure certain reimbursement obligations of the Sponsor to Freddie Mac. These obligations of the Sponsor are also guaranteed by the Company.
The holders of the Class A TEBS Certificates are entitled to receive regular payments of interest from Freddie Mac at a variable rate which resets periodically and reflects prevailing short-term tax-exempt rates. Payment of interest on the Class A TEBS Certificates will be made prior to any payments of interest on the Class B TEBS Certificates held by the Sponsor. As the holder of the Class B TEBS Certificates, the Sponsor is not entitled to receive interest payments on the Class B TEBS Certificates at any particular rate, but will be entitled to all payments of principal and interest on the assets held by Freddie Mac after payment of principal and interest due on the Class A TEBS Certificates and payment of the Facility Fees and expenses associated the TEBS Financing. Accordingly, the amount of interest paid to the Sponsor on the Class B TEBS Certificates is expected to vary over time. The term of the TEBS Financing coincides with the terms of the assets securing the TEBS Certificates, except that the Sponsor may terminate the TEBS Financing at its option on either September 15, 2017 or September 15, 2020.
The TEBS Financing effectively provides the Company with variable rate financing based on the Securities Industry and Financial Markets Association ("SIFMA") floating index rate plus certain Facility Fees totaling 1.9% per annum, while allowing it to continue to receive tax-exempt interest from its portfolio of multifamily housing mortgage revenues bonds. In order to mitigate the Company's interest rate exposure on the variable rate Class A TEBS Certificates, the Company has entered into three interest rate cap agreements with various counterparties. The interest rate cap agreements carry a total notional amount of $95.8 million and are indexed to the SIFMA floating index. These agreements effectively cap at 3.0% the Company's exposure to increases in the SIFMA floating index on the notional amount of the agreements and, therefore, allow the Company to benefit from a low interest rate environment while protecting it from a significant increase in the SIMFA index.
About America First Tax Exempt Investors, L.P.
America First Tax Exempt Investors, L.P. was formed for the primary purpose of acquiring, holding, selling and otherwise dealing with a portfolio of federally tax-exempt mortgage revenue bonds which have been issued to provide construction and/or permanent financing of multifamily residential apartments. The Company is pursuing a business strategy of acquiring additional tax-exempt mortgage revenue bonds on a leveraged basis in order to: (i) increase the amount of tax-exempt interest available for distribution to its investors; (ii) reduce risk through asset diversification and interest rate hedging; and (iii) achieve economies of scale. The Company seeks to achieve its investment growth strategy by investing in additional tax-exempt mortgage revenue bonds and related investments, taking advantage of attractive financing structures available in the tax-exempt securities market and entering into interest rate risk management instruments. America First Tax Exempt Investors, L.P. press releases are available on the World Wide Web at
www.ataxfund.com
.
Safe Harbor Statement
Information contained in this press release contains "forward-looking statements", including statements related to the offering and the expected use of the net proceeds, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, risks involving current maturities of our financing arrangements and our ability to renew or refinance such maturities, fluctuations in short-term interest rates, collateral valuations, bond investment valuations and the overall negative economic and credit market conditions. For a further list and description of such risks, see the reports and other filings made by the Company with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2009. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

text: AMERICA FIRST TAX EXEMPT INVESTORS L.P.

text: Freddie Mac

text: Freddie Mac

text: Freddie Mac

text: Freddie Mac

text: Freddie Mac

text: Freddie Mac

text: Freddie Mac

text: Freddie Mac

text: Freddie Mac

text: Freddie Mac

text: Freddie Mac


text:
EX-99.1
10
exhibit9.htm
EX-99.1
EX-99.1
Contact
:
Jill Swartz, 714.667.8252, ext. 251
jill.swartz@grubb-ellis.com
Grubb & Ellis Healthcare REIT Acquires
Lima Medical Office Portfolio in Lima, Ohio
Santa Ana, California (December 13, 2007) - Grubb & Ellis Healthcare REIT, Inc. has acquired
the Lima Medical Office Portfolio in Lima, Ohio. The acquisition closed on December 7, 2007.
Situated on the campus of St. Rita's Medical Center, the Lima Medical Office Portfolio consists of
condominiums located in six medical office buildings totaling approximately 193,000 square feet of
gross leasable area. Five buildings in the portfolio are located within close proximity to one
another on the campus, while the other building is located less than one mile away. The property is
currently 80 percent leased.
St. Rita's Medical Center is a comprehensive healthcare facility that serves a 10-county area in
northwestern Ohio. With nearly 4,000 employees, it is Allen County's largest employer and the
largest hospital in a 70-mile radius.
St. Rita's Medical Center is a part of Catholic Healthcare Partners (CHP), one of the largest
not-for-profit health systems in the country and the largest in Ohio. CHP has a Moody's credit
rating of Aa3 and a Standard & Poor's rating of AA-. Catholic Healthcare Partners' operating
revenue was $3.36 billion in its fiscal year ending December 31, 2005.
"This property serves as an attractive addition to the Grubb & Ellis Healthcare REIT portfolio of
properties", explained Danny Prosky, vice president of acquisitions for Grubb & Ellis Healthcare
REIT. "The buildings are located on or near the St. Rita's Medical Center campus, a prominent
medical facility that serves a large geographic area with a growing population. This is an ideal
combination that we expect will add both strength and stability to our growing portfolio".
Grubb & Ellis Healthcare REIT purchased the property from St. Rita's Medical Center, which was
represented by PJ Camp and Laca Wong of Shattuck Hammond Partners. Financing was provided by
LaSalle Bank National Association. Asset management services will be provided by Grubb & Ellis
Company.
As of November 30, 2007, Grubb & Ellis Healthcare REIT has sold approximately 19.5 million shares
of its common stock, excluding the shares issued under its distribution reinvestment plan, for more
than $195 million through its initial public offering, which began in the third quarter of 2006.
Grubb & Ellis Healthcare REIT offers a monthly distribution of 7.25 percent per annum and has made
sixteen other geographically-diverse acquisitions valued in excess of $340 million.
About Grubb & Ellis
Grubb & Ellis Company (NYSE: GBE), one of the largest and most respected commercial real estate
services companies, is the sponsor of Grubb & Ellis Healthcare REIT, Inc. With more than 130 owned
and affiliate offices worldwide, Grubb & Ellis offers property owners, corporate occupants
and investors comprehensive integrated real estate solutions, including transaction, management,
consulting and investment advisory services supported by proprietary market research and extensive
local market expertise.
Grubb & Ellis and its subsidiaries are leading sponsors of real estate investment programs that
offer individuals and institutions the opportunity to invest in a broad range of real estate
investment vehicles, including tax-deferred 1031 tenant-in-common (TIC) exchanges, public
non-traded real estate investment trusts (REITs) and real estate investment funds. As of September
30, 2007, nearly $3 billion in investor equity has been raised for these investment programs. Grubb
& Ellis and its subsidiaries currently manage a growing portfolio of more than 214 million square
feet of real estate. In 2007, Grubb & Ellis was selected from among 15,000 vendors as Microsoft
Corporation's Vendor of the Year. For more information regarding Grubb & Ellis Company and the
merger, please visit www.grubb-ellis.com.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
FORWARD-LOOKING LANGUAGE
This press release contains certain forward-looking statements with respect to the strength that
the property adds to the Grubb & Ellis Healthcare REIT portfolio. Forward-looking statements are
statements that are not descriptions of historical facts and include statements regarding
management's intentions, beliefs, expectations, plans or predictions of the future, within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and
contingencies, actual results may differ materially from those expressed or implied by such
forward-looking statements. These risks, uncertainties and contingencies include, but are not
limited to, the following: uncertainties relating to changes in general economic and real estate
conditions; uncertainties relating to the economy of the Lima, Ohio area; the strengths and
financial conditions of St. Rita's Medical Center and Catholic Healthcare Partners; the
uncertainties relating to the implementation of our real estate investment strategy; and other risk
factors as outlined in the Company's prospectus, as amended from time to time, and as detailed from
time to time in our periodic reports, as filed with the Securities and Exchange Commission.

text: Grubb & Ellis Healthcare REIT

text: Grubb & Ellis Healthcare REIT, Inc.

text: St. Rita's Medical Center

text: St. Rita's Medical Center

text: St. Rita's Medical Center

text: Grubb & Ellis Healthcare REIT

text: Danny Prosky

text:
Grubb & Ellis Healthcare
REIT

text: St. Rita's Medical Center

text: Grubb & Ellis Healthcare REIT

text: St. Rita's Medical Center

text: Grubb & Ellis Healthcare REIT

text: Grubb & Ellis Healthcare REIT

text: Grubb & Ellis Healthcare REIT, Inc.

text: Grubb & Ellis Healthcare REIT

text: St. Rita's Medical Center


text:
EX-99.1
2
v749966_ex99-1.htm
EXHIBIT 99.1
CONTACTS
From: Anthony J. DeFazio
For: Brian S. Block, EVP & CFO
DeFazio Communications, LLC
American Realty Capital Trust IV, Inc.
tony@defaziocommunications.com
bblock@arlcap.com
Ph: (484-532-7783)
Ph: (212-415-6500)
FOR IMMEDIATE RELEASE
American Realty Capital Trust IV Acquires
Its First Property
New York, New York, October 1, 2012 ˗
American Realty
Capital Trust IV, Inc. ("ARCT IV" or the "Company") announced today that, on September 28, 2012, it closed
on its first acquisition -
a build-to-suit Dollar General store located in Buchanan Dam, Texas.
The purchase price of the property was $1.1 million, exclusive of closing costs,
at an average capitalization rate of 7.7%
(calculated by dividing annualized rental income on a straight-line basis plus operating expense reimbursement revenue, less property
operating expenses, by base purchase price).
The Dollar General store contains 9,026 rentable square feet
and is leased to a subsidiary of Dollar General Corporation (NYSE: "DG"), which guarantees the lease and carries an
investment grade credit rating as determined by major credit rating agencies.
ARCT IV also announced today that its portfolio pipeline includes
approximately $31.5 million of acquisitions under contract at an estimated weighted average capitalization rate of 8.2%, including
a previously announced CVS pharmacy guaranteed by CVS Caremark Corporation, which carries an investment grade credit rating, as
determined by major credit rating agencies. The pipeline also includes other properties that are leased on a long-term basis to
well-known investment grade and credit tenants.
Michael Weil, ARCT IV's President and Chief Operating
Officer commented, "This acquisition, along with our robust pipeline of acquisitions under contract demonstrate ARCT IV's
focus on buying income producing single-tenant net leased properties that provide accretive value to its portfolio".
As previously announced, ARCT
IV's board of directors authorized, and the Company declared, a distribution rate which will be calculated at a rate of $0.00452054795
per day. The distributions will begin to accrue 15 days following the Company's initial property acquisition on September
28, 2012. The distributions will be payable by the 5th day following each month end to stockholders of record at the close of business
each day during the prior month.
Important Notice
ARCT IV is a publicly registered, non-traded
real estate investment program.
The statements in this press release that
are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that
could cause the outcome to be materially different. In addition, words such as "anticipate", "believe,"
"expect" and "intend" indicate a forward-looking statement, although not all forward-looking statements
include these words.
For more information about this announcement,
please contact Tony DeFazio at 484-532-7783 or
tony@defaziocommunications.com
.
###

text: American Realty Capital Trust IV, Inc.

text: American Realty Capital Trust IV

text:
American Realty
Capital Trust IV, Inc.

text: ARCT IV

text: ARCT IV

text: ARCT IV

text: ARCT IV

text:
ARCT
IV

text: ARCT IV


text:
EX-99.1
3
v229666_ex99-1.htm
PRESS RELEASE
Exhibit 99.1
Lantis Laser's Acquisition of TAG Minerals Inc. Expected to Pay-Off Handsomely For
Shareholders
TAG Minerals' Affiliate, TAG Minerals Zimbabwe (Private) Limited, Acquires 100% of
Ontage Resources (Private) Limited, a Seasoned Corporation Holding a Sizable Stake in an
Operating Gold Mining Producer and Refiner, With Vast Gold Reserves in Zimbabwe,
Africa.
FREEHOLD, N.J., July 21, 2011-Lantis Laser Inc. (symbol: LLSR) (OTCQB-News), is pleased to announce today that its operating affiliate, TAG Minerals Zimbabwe (Private) Limited, has acquired 100% of the capital stock of Ontage Resources (Private) Limited. Ontage Resources holds a 10% stake in an existing operating gold mining producer, Slashwood Mining (Private) Limited. Lantis Laser issued Ontage Resources five million shares of LLSR restricted common stock as the full purchase price for ownership of Ontage Resources. Ontage Resources, through its ownership of Slashwood Mining, is a registered percentage owner of 8 custom gold milling centers across various strategic locations in Zimbabwe, along with ownership of 30 mining claims encompassing approximately 2000 acres. All of the gold milling centers and mining claims are completely outfitted with mining equipment; to include gold-ore crushers, excavators, generators and dump trucks. Slashwood has 200 employees and is forging a path of expansion into many new and what Lantis' management believes are exciting mining projects. Lantis' affiliate, TAG Minerals Zimbabwe (Private) Limited, anticipates commencing its own organic alluvial surface gold mining operations in the near future utilizing state of the art Extrac-TEC Heavy Particle Concentrators (HPC) Gold Recovery and Mineral Separation Equipment. TAG Minerals has employed its HPC equipment for the prior year to explore and bulk sample mineral leases and has identified gold deposits that are close to the surface.
Al Pietrangelo, Chairman & CEO of Lantis, having just returned from Zimbabwe in early July, stated, "There is an air of excitement in Zimbabwe. The people are hungry for opportunities that will bring enrichment to their daily lives." He went on to say, "TAG Minerals has been introduced to what we believe are many mineral rich opportunities as well as other infrastructure opportunities that have just scratched a surface layered deep with such opportunities." Tapiwa Gurupira, a director and principal of Lantis, added, "With the price of gold surpassing $1600 an ounce this week, we believe that the timing could not be better for these opportunities and we look forward to continuing to execute agreements that we expect will benefit Lantis' shareholders".
Lantis Laser Inc. (parent/holding company)
Lantis Laser Inc. is the parent/holding company with two independently operating wholly-owned subsidiaries, Lantis Laser, Inc. (New Jersey) and TAG Minerals Inc.
About Lantis Laser, Inc. (New Jersey)
Lantis Laser, Inc. houses our Dental Technology business, where we are developing under license, synergistic, high resolution, light-based imaging modalities which can detect decay and microstructural defects at an early stage and unlike x-ray, do not emit potentially harmful ionizing radiation. Its products are in development and cannot be sold until FDA clearance for marketing is obtained.
About TAG Minerals Inc.
TAG Minerals is a U.S. based (incorporated in Wyoming) mineral resource acquisition, exploration and development company, with operations conducted through its operating affiliate, TAG Minerals Zimbabwe (Private) Limited. The company's business is managed by its directors and officers who have mineral extraction and commercial experience. TAG's strategy is to identify, acquire and exploit mineral properties that have economic potential. TAG Minerals is augmented by independent financial, geological, and mining professionals who advise the company on its mining and exploration projects throughout Zimbabwe, Africa.
To find out more about the mining equipment utilized by TAG; visit www.extrac-tec.com
Safe Harbor.
Statements regarding financial matters in this press release other than historical facts are "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The company intends that such statements about the company's future expectations, including future revenues and earnings, technology efficacy and all other forward-looking statements be subject to the safe harbors created thereby. The company is a development stage company who continues to be dependent upon outside capital to sustain its existence. Since these statements (future operational results and sales) involve risks and uncertainties and are subject to change at any time, the company's actual results may differ materially from expected results.
CONTACT INFORMATION
Corporate Inquiries:
Stan Baron, President
Al Pietrangelo, President& CEO
Lantis Laser, Inc. (NJ)
TAG Minerals Inc.
Telephone: 203.300.7622
Telephone: 732.252.5146
sbaron@lantislaser.com
alpietrangelo@gmail.com
For more news on OCT in Dentistry visit:
www.octnews.org

text: TAG Minerals Zimbabwe (Private) Limited

text: Ontage Resources

text: TAG Minerals Zimbabwe (Private) Limited

text: Ontage Resources

text: Ontage Resources

text: Ontage Resources

text: Ontage Resources

text: Ontage Resources

text: TAG Minerals Zimbabwe

text: TAG Minerals Zimbabwe (Private) Limited

text: Stan Baron


text:
EX-99.1
4
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
EXHIBIT 99.1
II-VI Incorporated Completes
ITS ACQUISITION OF A
NADIGICS, Inc.
WARREN, N.J., March 1
6
, 2016
-
ANADIGICS
, Inc. ("ANADIGICS" or the "Company"), a world leader in
radio frequency (RF) solutions
, today announced the successful completion on March 15, 2016 of the acquisition of ANADIGICS by a wholly-owned subsidiary of II-VI Incorporated (Nasdaq:
IIVI
).
###
About ANADIGICS, Inc.
ANADIGICS, Inc. ("ANADIGICS" or the "Company") designs and manufactures innovative radio frequency (RF) solutions for the growing CATV infrastructure, small-cell, WiFi, and cellular markets. Headquartered in Warren, NJ, the Company offers RF products with exceptional reliability, performance and integration to deliver a unique competitive advantage to OEMs and ODMs for infrastructure and mobile applications. The Company's award-winning solutions include line amplifiers, upstream amplifiers, power amplifiers, front-end ICs, front-end modules and other RF components. For more information, visit
www.anadigics.com
Safe Harbor Statement
Except for historical information contained herein, this press release contains projections and other forward-looking statements (as that term is defined in the Securities Exchange Act of 1934, as amended). These projections and forward-looking statements reflect the Company's current views with respect to future events and financial performance and can generally be identified as such because the context of the statement will include words such as "believe", "anticipate", "expect", "goal", "objective", "plan" or words of similar import. Similarly, statements that describe our future plans, objectives, estimates or goals are forward-looking statements. No assurances can be given, however, that these events will occur or that these projections will be achieved and actual results and developments could differ materially from those projected as a result of certain factors. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, as well as assumptions that if they materialize or prove incorrect, could cause results to differ materially from those expressed or implied by such forward-looking statements. Further, all statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. We assume no obligation and do not intend to update these forward-looking statements, except as may be required by law. Important factors that could cause actual results and developments to be materially different from those expressed or implied by such projections and forward-looking statements include those factors detailed from time to time in our reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2015, and those discussed elsewhere herein.
Contact
ANADIGICS, Inc.
908-668-5000

text: II-VI Incorporated

text:
A
NADIGICS, Inc.

text: ANADIGICS

text: ANADIGICS

text: ANADIGICS

text: II-VI Incorporated

text: ANADIGICS

text: ANADIGICS

text: ANADIGICS

text: ANADIGICS


text:
EX-99.1
5
v220752_ex99-1.htm
Exhibit 99.1
Dresser-Rand Closes Its Acquisition of Grupo Guascor S.L.
HOUSTON, May 4, 2011 /PRNewswire/ -- Dresser-Rand Group Inc. ("Dresser-Rand" or "the Company") (NYSE: DRC), a global supplier of high-speed rotating equipment and service solutions, announced today that through a subsidiary it closed the previously announced acquisition of Grupo Guascor S.L., a Spanish
Sociedad Limitada
("GG"), from GG's shareholders (the "GG Shareholders") for a total enterprise value of euro 500 million (approximately $740 million) in a cash and stock transaction. The
enterprise value includes the assumption of euro 125 million (approximately $185 million) in net debt, and the payment of approximately $303 million cash and the issuance of approximately 5 million shares of Dresser-Rand common stock.
GG, a private company headquartered in Vitoria-Gasteiz, Spain, is a leading supplier of diesel and gas engines providing customized energy solutions across worldwide energy infrastructure markets based upon reciprocating engine power systems technologies. GG also has substantial experience in bio-energy and distributed generation applications. Dresser-Rand has indicated that its Environmental Solutions Center of Excellence will be located in the Basque Country.
On March 3, 2011, the Company disclosed its entry into the related Share Purchase Agreement, including its obligation to enter into a registration rights agreement with the GG
Shareholders (the "Agreement") at closing, through which the Company agreed to register with the U.S. Securities and Exchange Commission the shares of its common stock (the "Shares") paid to the GG Shareholders in the transaction and facilitate the GG Shareholders' resale of the Shares.
About Dresser-Rand
Dresser-Rand is among the largest suppliers of rotating equipment solutions to the worldwide oil, gas, petrochemical, and process industries. The Company operates manufacturing facilities in the United States, France, United Kingdom, Germany, Norway, India, and China, and maintains a network of 39 service and support centers covering more than 140 countries. Dresser-Rand has principal offices in Paris, France, and Houston, Texas. For more information, visit www.dresser-rand.com.
This news release may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, the Company's plans, objectives, goals, strategies, future events, future bookings, revenues, or performance, capital expenditures, financing needs, plans, or intentions relating to acquisitions, business trends, executive compensation, and other information that is not historical information. The words "anticipates", "believes", "expects", "intends", "appears", "outlook", and similar expressions identify such forward-looking statements. Although the Company believes that such statements are based on reasonable assumptions, these forward-looking statements are subject to numerous factors, risks, and uncertainties that could cause actual outcomes and results to be materially different from those
projected. These factors, risks and uncertainties include, among others, the following: potential for material weaknesses in its internal controls; economic or industry downturns; the variability of bookings due to volatile market conditions, subjectivity clients exercise in placing orders, and timing of large orders; volatility and disruption of the credit markets; its inability to generate cash and access capital on reasonable terms and conditions; its inability to implement its business strategy to increase aftermarket parts and services revenue; competition in its markets; failure to complete or achieve the expected benefits from any future acquisitions; economic, political, currency and other risks associated with international sales and operations; fluctuations in currencies and volatility in exchange rates; loss of senior management; environmental compliance costs and
liabilities; failure to maintain safety performance acceptable to its clients; failure to negotiate new collective bargaining agreements; unexpected product claims and regulations; infringement on its intellectual property or infringement on others' intellectual property; its pension expenses and funding requirements; difficulty in implementing an information management system; and the Company's brand name may be confused with others. These and other risks are discussed in detail in the Company's filings with the Securities and Exchange Commission at www.sec.gov. Actual results, performance, or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. The Company can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them does, what impact they will have on
results of operations and financial condition. The Company undertakes no obligation to update or revise forward-looking statements, which may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by applicable law. For information about Dresser-Rand, go to its website at www.dresser-rand.com.
DRC-FIN
CONTACT: Blaise Derrico, Director Investor Relations of Dresser-Rand Group Inc., +1-713-973-5497

text: Dresser-Rand

text:
Grupo Guascor S.L.
HOUSTON

text: Dresser-Rand Group Inc.

text: Dresser-Rand

text: Grupo Guascor S.L.

text: GG's shareholders

text: Dresser-Rand

text: Dresser-Rand

text: Dresser-Rand

text: Dresser-Rand

text: Dresser-Rand

text: Dresser-Rand

text: Blaise Derrico

text: Dresser-Rand Group Inc.


text:
EX-99
2
exh99_1form8k032607.htm
EX 99.1 PRESS RELEASE DATED MARCH 26, 2007
Exhibit 99.1
Media Relations
News release
Media Contact:
Mac Jeffery
781-522-5111
Investor Relations Contact:
Greg Smith
781-522-5141
Raytheon Completes Sale of Raytheon Aircraft Company to Hawker Beechcraft Inc. for $3.3 Billion
WALTHAM
,
Mass., (March 26, 2007) - Raytheon Company (NYSE: RTN) has completed the sale of its wholly owned subsidiary Raytheon Aircraft Company (RAC) to Hawker Beechcraft Inc., a new company formed by GS Capital Partners, an affiliate of Goldman Sachs, and Onex Partners for approximately $3.3 billion in cash. The sale was first announced on December 21, 2006.
The transaction includes Raytheon Aircraft facilities and other assets in Wichita and Salina, Kansas; Little Rock, Arkansas; Dallas, Texas; as well as its Fixed Based Operations (FBO) network across the United States, the United Kingdom and Mexico.
"Completing the sale of Raytheon Aircraft Company gives us further opportunity to invest in and grow our government and defense business and to deliver value to our shareholders", said William H. Swanson, Raytheon's Chairman and CEO.
The Company expects to use a portion of the after tax sale proceeds for the early retirement of approximately $1.0 billion of the Company's debt and for the Company's stock repurchase program. As previously announced, the Board of Directors has, subject to the closing of the sale, authorized the early retirement of debt and an increase of $750 million in the total authorization for the Company's stock repurchase program.
1
The transaction does not include Raytheon's ownership in either Flight Options, LLC or Raytheon Airline Aviation Services LLC, both of which are reported in the "Other" segment of the Company's financial statements.
Raytheon Company, with 2006 sales of $20.3 billion, is a technology leader specializing in defense, homeland security, and other government markets throughout the world. With a history of innovation spanning more than 80 years, Raytheon provides state of the art electronics, mission systems integration and other capabilities in the areas of sensing; effects; and command, control, communications and intelligence systems, as well as a broad range of mission support services. With headquarters in Waltham, Mass., Raytheon employs 73,000 people worldwide.
2

text: Raytheon

text: Raytheon Aircraft Company

text: Hawker Beechcraft Inc.

text: Raytheon

text: Raytheon Aircraft Company

text: Hawker Beechcraft Inc.

text: GS Capital Partners

text: Onex Partners

text: Raytheon Aircraft Company

text: Raytheon

text: Raytheon

text: Raytheon

text: Raytheon

text: Raytheon

text: Raytheon


text:
EX-99.1
3
tm2014274d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
OrthoPediatrics Corp. Announces Acquisition
of ApiFix Ltd. with FDA-Approved Non-Fusion Scoliosis Technology
Expands portfolio of spinal deformity
systems with unique, less invasive, non-fusion surgical solution for progressive adolescent idiopathic scoliosis
Company to host a conference call tomorrow
April 2 at 8:30am ET
WARSAW, Indiana,
April 1, 2020 - OrthoPediatrics Corp.
("OrthoPediatrics" or the "Company")
(Nasdaq:KIDS), a company focused exclusively on advancing the field of pediatric orthopedics, is pleased to announce that it has
acquired ApiFix Ltd. ("ApiFix"), including its minimally invasive deformity correction (MID-C) system for non-fusion
treatment of progressive adolescent idiopathic scoliosis (AIS), for 934,768 shares of OrthoPediatrics common stock and $2 million
in cash paid at closing, plus milestone payments and an earnout over a period of four years.
ApiFix
Ltd. is an Israel and Boston, MA based medical device company with
a less
invasive spinal
deformity correction
system
for non-fusion treatment of progressive AIS. Together with vertebral
body tethering, it is one of only two non-fusion technologies approved by the U.S.
Food and Drug Administration under its
Humanitarian Device Exemption provision. The MID-C system is approved for use in adolescent patients with Lenke type 1 and Lenke
type 5 curves of 40° to 60° and acts as an internal brace implanted unilaterally on the concave aspect of the curvature
.
It becomes OrthoPediatrics' 35
th
surgical system. When compared to both traditional spinal fusion and tethering
procedures, the benefits of the MID-C system include measurable reductions in surgery time, blood loss, hospitalization, recovery
time, complications, and revision rates. Most significantly, the system avoids permanently limiting range of motion in these young
patients with its motion-preserving capabilities and is removable.
Mark
Throdahl, President and Chief Executive Officer of OrthoPediatrics, commented, "We believe that ApiFix fills a major
treatment gap that could potentially allow patients to avoid fusion surgery. We estimate that non-fusion procedures will grow
significantly as patients, their families, and surgeons recognize non-fusion's benefits. With an 8-year clinical history of more than 370 patients outside the US, the ApiFix system has a number
of advantages over vertebral body tethering. It is significantly less complex and risky, does not imply the need for a
thoracic or general surgeon, and has fewer complications. The acquisition of this novel technology keeps OrthoPediatrics at
the forefront of pediatric orthopedic care with a viable alternative to failed bracing and spinal fusion for the treatment of
progressive scoliosis. We are also pleased to announce a major acquisition at this time which significantly enhances our
long-term strategic position".
Paul Mraz, Chief Executive Officer of ApiFix,
added, "We are excited with the opportunity to grow our business with the leader in the global pediatric community. The recent
FDA approval of the MID-C system provides notable treatment advancements for young patients who would benefit from an alternative
solution that fills the gap between non-operative therapies and irreversible spinal fusion. ApiFix's MID-C technology is
a posterior dynamic deformity correction system that enables surgeons to perform a unique treatment providing permanent curve correction
while retaining spine flexibility, all via a less invasive surgical procedure. We look forward to OrthoPediatrics' ability
to increase awareness and utilization of a system that is poised to disrupt the continuum of care for scoliosis treatment in pediatric
patients."
ApiFix's unique technology is supported
by strong intellectual property protection, including 46 US and International patents granted and 25 patent applications. The company
is led by Paul Mraz, a Boston-based executive with nearly 30 years of spine and orthopedic medical device experience. Mr. Mraz
and the entire ApiFix team have joined OrthoPediatrics post-acquisition.
Stifel Nicolaus & Company, Incorporated
acted as financial advisor to OrthoPediatrics' Board of Directors. Dentons Bingham Greenebaum LLP served as legal counsel
to OrthoPediatrics on the transaction. Shibolet & Co. Law Firm and Wyrick Robbins served as legal counsels to ApiFix.
Conference Call and Webcast Information
OrthoPediatrics will hold a conference
call and webcast tomorrow, April 2, 2020 at 8:30 a.m. ET to discuss the acquisition, followed by a question and answer session.
To listen to the live conference call, please dial (855) 289-4603 for domestic callers and (614) 999-9389 for international callers.
The conference ID number is 5498521. A live webcast of the conference call will be available online from the investor relations
page of the OrthoPediatrics' corporate website at www.orthopediatrics.com.
A replay of the webcast will remain available
on OrthoPediatrics' website, www.orthopediatrics.com. In addition, a telephonic replay of the call will be available until
April 9, 2020. The replay dial-in numbers are (855) 859-2056 for domestic callers and +1 (404) 537-3406 for international callers.
Please use the replay conference ID number 5498521.
About ApiFix Ltd.
Founded in 2011, ApiFix Ltd. is a privately
held medical device company based in Misgav, ISRAEL and Boston, Massachusetts, USA and is a portfolio company of The Trendlines
Group Ltd. (SGX: 42T; OTCQX: TRNLY). ApiFix is a leading motion-preservation scoliosis correction company developing a unique platform
technology that represents a disruptive approach to spine deformity treatment. ApiFix's Minimally Invasive Deformity Correction
(MID-C) system has FDA and CE Mark approvals and is now available in the USA, Canada, Europe, Israel and Singapore. More information
is available at www.apifix.com.
About OrthoPediatrics Corp.
Founded in 2006, OrthoPediatrics is an
orthopedic company focused exclusively on advancing the field of pediatric orthopedics. As such it has developed the most comprehensive
product offering to the pediatric orthopedic market to improve the lives of children with orthopedic conditions. OrthoPediatrics
currently markets 35 surgical systems that serve three of the largest categories within the pediatric orthopedic market. This product
offering spans trauma and deformity, scoliosis, and sports medicine/other procedures. OrthoPediatrics' global sales organization
is focused exclusively on pediatric orthopedics and distributes its products in the United States and 43 countries outside the
United States. For more information, please visit www.orthopediatrics.com.
Forward-Looking Statements
This press release includes "forward-looking
statements" within the meaning of U.S. federal securities laws. You can identify forward-looking statements by the use of
words such as "may", "might", "will", "should", "expect", "plan", "anticipate,"
"could", "believe", "estimate", "project", "target", "predict", "intend,"
"future", "goals", "potential", "objective", "would" and other similar expressions.
Forward-looking statements involve risks and uncertainties, many of which are beyond OrthoPediatrics' control. Important
factors could cause actual results to differ materially from those in the forward-looking statements, including, among others:
the risks related to COVID-19, the impact such pandemic may have on the demand for our products, and our ability to respond to
the related challenges; and the risks, uncertainties and factors set forth under "Risk Factors" in OrthoPediatrics'
Annual Report on Form 10-K filed with the SEC on March 5, 2020, as updated and supplemented by our other SEC reports filed from
time to time. Forward-looking statements speak only as of the date they are made. OrthoPediatrics assumes no obligation to update
forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements
except to the extent required by applicable securities laws.
Investor Contacts
The Ruth Group
Tram Bui / Emma Poalillo
(646) 536-7035 / 7024
tbui@theruthgroup.com / epoalillo@theruthgroup.com

text: OrthoPediatrics Corp.

text: ApiFix Ltd.

text: OrthoPediatrics Corp.

text: ApiFix Ltd.

text:
ApiFix
Ltd.

text:
Mark
Throdahl

text: Paul Mraz

text: Paul Mraz

text: Stifel Nicolaus & Company, Incorporated

text: Dentons Bingham Greenebaum LLP

text: Shibolet & Co. Law Firm

text: Wyrick Robbins

text: ApiFix Ltd.

text: ApiFix Ltd.

text: OrthoPediatrics Corp.


text:
EX-99.2
7
v098469_ex99-2.htm
Unassociated Document
Company Contact:
Stephen
Jones
Vice President - Investor Relations
217-258-9522
investor.relations@consolidated.com
Investor Relations
Contact:
Lippert / Heilshorn &
Associates
Kirsten Chapman
415-433-3777
Kirsten@lhai-sf.com
Consolidated
Communications Announces Final Results of North Pittsburgh Systems Shareholder
Election
Mattoon,
IL - January 3, 2008 - Consolidated Communications Holdings, Inc.
("Consolidated") (Nasdaq: CNSL) announced today the final results of the North
Pittsburgh Systems, Inc. ("North Pittsburgh") shareholder election associated
with the merger completion announced on December 31, 2007.
The
merger agreement provided that North Pittsburgh shareholders could elect
to
receive either $25.00 in cash, without interest, or 1.1061947 shares of
Consolidated common stock for each share of North Pittsburgh common stock,
subject to proration so that 80 percent of the North Pittsburgh shares are
exchanged for cash and 20 percent are exchanged for stock. Of the 15,005,000
shares of North Pittsburgh common stock outstanding immediately prior to
closing
the merger:
·
12,398,398
shares, or approximately 82.6 percent, elected to receive
cash;
·
1,349,601
shares, or approximately 9.0 percent, elected to receive stock;
·
1,257,001
shares, or approximately 8.4 percent, did not make an effective
election.
As
a
result, North Pittsburgh shares as to which a stock election was made will
receive Consolidated common stock; North Pittsburgh shares as to which a
cash
election was made will receive cash for approximately 96.82 percent of those
shares and Consolidated common stock for the remainder; and shares with respect
to which no effective election was made will receive Consolidated common
stock.
Consolidated will not issue any fractional shares of stock and, instead,
each
North Pittsburgh shareholder immediately prior to the merger who would otherwise
be entitled to a fractional share of Consolidated common stock (based on
the
total stock consideration into which the holder's North Pittsburgh shares have
been converted in the merger) will receive an amount in cash equal to $18.53
multiplied by the fractional share interest to which the shareholder would
otherwise be entitled.
About
Consolidated
Consolidated
Communications Holdings, Inc. is an established rural local exchange company
providing voice, data and video services to residential and business customers
in Illinois, Texas and Pennsylvania. Each of the operating companies has
been
operating in its local market for over 100 years. With approximately 286,500
ILEC access lines, 67,802
Competitive Local Exchange Carrier (CLEC) access line equivalents (including
42,317 access lines and 2,286 DSL subscribers),
79,400
ILEC and CLEC DSL subscribers, and 11,100 IPTV subscribers, Consolidated
Communications offers a wide range of telecommunications services, including
local and long distance service, custom calling features, private line services,
high-speed Internet access, digital TV, carrier access services, and directory
publishing. Consolidated Communications is the 12th
largest
local telephone company in the United States.
Forward-Looking
Statements
Any
statements other than statements of historical facts, including statements
about
management's beliefs and expectations, are forward-looking statements and should
be evaluated as such. These statements are made on the basis of management's
views and assumptions regarding future events and business performance. Words
such as "estimate", "believe", "anticipate", "expect", and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
(including oral representations) involve risks and uncertainties that may
cause
actual results to differ materially from any future results, performance
or
achievements expressed or implied by such statements. These risks and
uncertainties include the ability of Consolidated Communications Holdings,
Inc.
(the "Company") to successfully integrate the operations of North Pittsburgh
Systems, Inc. ("North Pittsburgh") and realize the synergies from the
acquisition, as well as a number of other factors related to the businesses
of
the Company, including various risks to stockholders of not receiving dividends
and risks to the Company's ability to pursue growth opportunities if the Company
continues to pay dividends according to the current dividend policy; various
risks to the price and volatility of the Company's common stock; the substantial
amount of debt and the Company's ability to incur additional debt in the future;
the Company's need for a significant amount of cash to service and repay the
debt and to pay dividends on the Company's common stock; restrictions contained
in the Company's debt agreements that limit the discretion of management in
operating the business; the ability to refinance the existing debt as necessary;
regulatory changes, rapid development and introduction of new technologies
and
intense competition in the telecommunications industry; risks associated
with
the Company's possible pursuit of acquisitions; economic conditions in the
Company's service areas in Illinois, Texas and Pennsylvania; system failures;
losses of large customers or government contracts; risks associated with
the
rights-of-way for the network; disruptions in the relationship with third
party
vendors; losses of key management personnel and the inability to attract
and
retain highly qualified management and personnel in the future; changes in
the
extensive governmental legislation and regulations governing telecommunications
providers and the provision of telecommunications services; telecommunications
carriers disputing and/or avoiding their obligations to pay network access
charges for use of the Company's network; high costs of regulatory compliance;
the competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties are discussed
in more detail in the Company's and North Pittsburgh's filings with the
Securities and Exchange Commission, including their respective reports on
Form
10-K and Form 10-Q.
Many
of these risks are beyond management's ability to control or predict. All
forward-looking statements attributable to the Company or persons acting
on
behalf of the Company are expressly qualified in their entirety by the
cautionary statements and risk factors contained in this communication and
the
Company's and North Pittsburgh's respective filings with the Securities and
Exchange Commission. Because of these risks, uncertainties and assumptions,
you
should not place undue reliance on these forward-looking statements.
Furthermore, forward-looking statements speak only as of the date they are
made.
Except as required under the federal securities laws or the rules and
regulations of the Securities and Exchange Commission, we do not undertake
any
obligation to update or review any forward-looking information, whether as
a
result of new information, future events or otherwise.
###
2

text:
Stephen
Jones

text:
Consolidated
Communications

text: North Pittsburgh Systems

text:
North
Pittsburgh Systems, Inc.

text:
Consolidated
Communications

text: Consolidated Communications

text:
North Pittsburgh
Systems, Inc.


text:
EX-99.6
2
a4872653ex996.txt
ATC HEALTHCARE, INC. EXHIBIT 99.6
Item 9.01. Financial Statements and Exhibits.
----------------------------------
(c) Exhibits.
---------
Exhibit 99.6
------------
ATC Completes Sale of AllCare Nursing Services Subsidiary
LAKE SUCCESS, N.Y.--(BUSINESS WIRE)--April 25, 2005--ATC Healthcare, Inc.,
(AMEX:AHN-News) a leader in medical staffing, announced today that it completed
its sale of substantially all of the assets of its All Care Nursing Services
subsidiary to Onward Healthcare, Inc. on April 22, 2005. In conjunction with
this sale, the company has extended its banking facility with Healthcare Finance
Group, Inc. for another three years.
ATC is using the net proceeds from the sale to pay down approximately $12
million of its senior debt and to also execute a restructuring plan on the $29
million of debt issued by ATC in connection with its acquisition of the assets
of All Care. This restructuring will reduce the Company's debt by approximately
$33 million, from $50 million to approximately $17 million.
"This transaction is a very important part of ATC's strategic plan. One
element was to restructure our balance sheet and reduce interest costs, which we
have now accomplished", said David Savitsky, Chief Executive Officer. "Another
element is to open 12 new licensed locations this year. We've already announced
three: Modesto, CA, and Gainesville and Tampa, Florida. A third element is to
grow government sales and we've just announced two new contracts valued at $12
million. So, we are well on the way to implementing these core elements of our
plan, which opens up new possibilities for ATC, including possible M&A
transactions in the future".
In conjunction with this release, management will host a teleconference on
Wednesday, April 27th at 12:00 noon Eastern Time. The dial in number is
800-240-8658 and the confirmation code is 2364323. There will be a 48 hour
replay. The replay number is 888-203-1112, code 2364323.
About ATC Healthcare, Inc.
ATC is a national leader in medical staffing personnel to hospitals,
nursing homes, clinics, and other health care facilities with 51 locations and
conducts business in 33 states. ATC provides supplemental staffing, outsourcing
and human resources solutions to hospitals, nursing homes, medical and research
facilities and industry. Drawing from a pool of over 15,000 healthcare
professionals spanning more than 50 specialties, the company supplies both
clinical and non-clinical personnel for short-term, long-term, and "traveling"
contract assignments. To learn more about the company's services, visit its
website at www.atchealthcare.com.
About Onward Healthcare, Inc.
Onward Healthcare is a nationwide provider of per diem, travel,
international, and permanent placement services for nursing and allied
healthcare professionals to over 1,500 hospitals and healthcare facilities.
Onward is "Reinventing Healthcare Staffing" by providing healthcare providers
with customized, technology-driven human capital solutions to efficiently manage
the costs of contingent labor. Onward is headquartered in Norwalk, CT, with
offices in Burlington, MA, Cherry Hill, NJ, Crofton, MD, Livingston, NJ, New
Castle, DE, New York, NY, Providence, RI, and Wexford, PA. To learn more about
the company, visit its website at www.onwardhealthcare.com.
ix
Forward-looking statements
This press release contains forward-looking statements. Actual results
could differ materially from those projected in the forward-looking statements.
Additional information concerning factors that could cause actual results to
differ materially from those in the forward-looking statements is contained in
the ATC Healthcare, Inc. Annual Report on Form 10-K/A for the year ended
February 29, 2004 as filed with the Securities and Exchange Commission on
November 4, 2004 and the quarterly report on form 10-Q for the Quarter ended
November 30, 2004 as filed with the Securities and Exchange Commission on
January 14, 2005.
CONTACT: For ATC Healthcare, Inc.:
BPC Financial Marketing
Investor Contact:
John Baldissera, 800-368-1217
or
ATC Healthcare, Inc.
David Savitsky, 516-750-1681
dsavitsky@atchealthcare.com
or
Andrew Reiben, 516-750-1663
areiben@atchealthcare.com
or
For Onward Healthcare, Inc.:
Steve Dobrowski, 800-278-0332 x1476
sdobrowski@onwardhealthcare.com
x

text: ATC

text: ATC

text: AllCare

text: ATC

text: All Care

text: Onward Healthcare, Inc.

text: ATC

text: ATC

text: All Care

text: ATC

text: David Savitsky

text: ATC

text: ATC

text: ATC

text: ATC

text: Onward Healthcare, Inc.

text: ATC

text: ATC

text: ATC

text: David Savitsky

text: Onward Healthcare, Inc.


text:
EX-99.2
4
v227135_ex99-2.htm
Unassociated Document
Exhibit 99.2
Joy Global Inc. and Rowan Companies, Inc. Announce the Completion of LeTourneau Technologies Inc. Acquisition
6/22/2011
MILWAUKEE--(BUSINESS WIRE)-- Joy Global Inc. ("Joy Global") (NASDAQ:
JOYG
-
News
), a worldwide leader in high-productivity mining solutions, has completed the acquisition of LeTourneau Technologies Inc. ("LeTourneau") from Rowan Companies, Inc. ("Rowan") (NYSE:
RDC
-
News
) for $1.1 billion in cash, subject to adjustment as provided in the Stock Purchase Agreement dated May 13, 2011.
LeTourneau is a world leader in the manufacture of large capacity wheel loaders for the surface mining market as well as jack-up rigs and ancillary equipment for the oil and gas drilling industries.
Michael Sutherlin, CEO Joy Global, said, "The acquisition of LeTourneau brings two very strong business platforms to Joy Global. LeTourneau's wheel loaders are the largest and most fuel efficient in the industry and their complementary application to our electric mining shovels will deliver significant synergies. LeTourneau is also a leading brand in oil and gas drilling rig equipment and design and this business is leveraged to an emerging demand for higher specification rigs. We welcome the people of LeTourneau to Joy Global, and look forward to working with them to capture the opportunities that come with these two businesses".
Matt Ralls, President and CEO Rowan, said, "We are delighted to have achieved this combination and are confident it will create additional opportunities for LeTourneau and its employees. I extend my thanks and appreciation to both the Joy Global and Rowan/LeTourneau teams who made the transaction happen".
Joy Global is a world-wide leader in manufacturing, distributing and servicing equipment for surface mining through P&H Mining Equipment and underground mining through Joy Mining Machinery. For more information on Joy Global, please visit www.joyglobal.com
.
Rowan Companies, Inc. is a major provider of international and domestic contract drilling services with a fleet of 28 jack-up rigs located worldwide, including the Middle East, the North Sea, Trinidad, the U.S. Gulf of Mexico and Mexico.Rowan has a leading position in high-specification jack-up rigs, which remain in high demand.Rowan is also entering the ultra deepwater market with high-specification drillships with capability advantages and built-in redundancies.Rowan's stock is traded on the New York Stock Exchange under the symbol "RDC".For more information on Rowan, please visit www.rowancompanies.com.
JOYG-G
RDC
Contact:
Joy Global Inc.
Michael S. Olsen, 414-319-8507
Executive Vice President,
Chief Financial Officer and Treasurer

text: Joy Global Inc.

text: Rowan Companies, Inc.

text: LeTourneau Technologies Inc.

text: Joy Global Inc.

text: LeTourneau Technologies Inc.

text: Rowan Companies, Inc.

text: Michael Sutherlin

text: Matt Ralls

text: Rowan Companies, Inc.

text: Joy Global Inc.