text:
EX-99.1
3
lov-ex991_15.htm
EX-99.1
lov-ex991_15.htm
Exhibit 99.1
Spark Networks Acquires Smooch Labs, Owner of the JSwipe Mobile Application
Adds to Dominant Portfolio of Jewish Dating Products and Services
LOS ANGELES, CA, October 14, 2015
- Spark Networks Inc., (NYSE MKT: LOV), owner of JDate.com and a leader in creating communities that help individuals form life-long relationships, today announced the acquisition of Smooch Labs, the owner of the popular millennial Jewish dating app JSwipe.
Michael Egan, Chief Executive Officer of Spark Networks, stated, "We're very excited to welcome the Smooch Labs team into Spark. They've created a fantastic mobile application that helps young Jews meet and form meaningful relationships, and together with JDate, our leading Jewish focused dating platform, Spark is now able to significantly build on its mission to strengthen the Jewish community through dating and marriage".
JSwipe, which launched in April of 2014, has grown rapidly amongst the global Jewish community. It now boasts over 450,000 downloads worldwide and over 40 million messages between users. It plans to offer premium, paid features that will enhance its current free platform in the near future.
David Yarus, founder of JSwipe, stated, "When we first started, we recognized that there was a gap in the dating market for millennial Jews and we've successfully built a product that really resonates with this audience. In talking with the new management team at Spark it was clear that we share the same mission and our combined know-how will help us better serve the Jewish community into the future. Everyone at Smooch Labs is excited to join the Spark team, expand their capabilities, and work together to
spark
Jewish love across the world".
Mr. Egan added, "In the online dating world, great products win and as we introduce a re-designed JDate in the coming weeks and bring JSwipe and the Smooch team into the company we believe we are becoming clear leaders in building and marketing products that truly help singles connect and find meaningful relationships. Specifically with our enlarged J-family of relationship-oriented products and services we can now help Jewish singles across the age spectrum".
The transaction, which was approved by the boards of directors of both companies, closed on October 14, 2015 and the purchase price will be recorded in Spark's fourth quarter 2015 financial statements. The additional details of the transaction will be disclosed in the Form 8-K filed with the SEC and available in the Investor Relations section of Spark Networks' website. The founders of Smooch will join Spark Networks as a subsidiary of the company and will continue to play an active role in managing the JSwipe product.
Spark Networks and Smooch Labs had previously been in litigation and with this transaction both parties have mutually agreed to drop their respective cases.
Safe Harbor Statement:This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Spark's ability to build on its mission to strengthen the Jewish community through dating and marriage, JSwipe's plans to offer premium level, paid services, and other statements relating to the future of Spark Networks based on JSwipe becoming its subsidiary. Any statements in this press release that are not statements of historical fact may be considered to be forward-looking statements. Written words, such as "may", "will", "expect", "believe", "anticipate", "estimate", "intends", "goal", "objective", "seek", "attempt", or variations of these or similar words, identify forward-looking statements. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. There are a number of factors that could cause actual results and developments to differ materially, including, but not limited to the ability of Spark Networks to: successfully integrate JSwipe as a subsidiary and utilize JSwipe's technology, implement a strategy to stabilize subscriber base and grow; avoid significant subscriber declines; attract and retain members; convert members into paying subscribers and retain paying subscribers; retain and enhance the new marketing team; develop or acquire new product offerings and successfully implement and expand those offerings; keep pace with rapid technological changes, including making the technology stack more nimble; drive use of newly-updated mobile applications; maintain the strength of existing brands and maintain and enhance those brands; continue to depend upon the telecommunications infrastructure and networking hardware and software infrastructure; estimate on-going general and administrative costs, and obtain financing on acceptable terms. Additional factors that could cause actual results to differ are discussed under the heading "Risk Factors" and in other sections of Spark Networks' filings with the Securities and Exchange Commission ("SEC"), and in its other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to Spark Networks as of the date hereof, and Spark Networks assumes no obligation to update any forward-looking statement
About Spark Networks, Inc.:
The Spark Networks portfolio of consumer Web sites includes, among others, JDate®.com (www.jdate.com), ChristianMingle®.com (www.christianmingle.com), Spark®.com (www.spark.com), BlackSingles.com® (www.blacksingles.com), and SilverSingles®.com (www.silversingles.com).
For More Information
Investors:
Robert O'Hare
rohare@spark.net

text: Spark Networks

text: Smooch Labs

text: Spark Networks

text: Smooch Labs

text: Michael Egan

text: Spark Networks

text: Smooch Labs

text: David Yarus

text: Smooch Labs

text: Spark Networks

text: Spark Networks

text: Spark Networks

text: Smooch Labs

text: Spark Networks

text: Spark Networks

text: Spark Networks

text: Spark Networks

text: Spark Networks

text: Spark Networks

text: Spark Networks


dataset: buster

text:
EX-99.1
4
v128819_ex99-1.htm
Exhibit
99.1
SOUTHPEAK
INTERACTIVE CORPORATION ACQUIRES GAMECOCK MEDIA GROUP
MIDLOTHIAN,
VA - October 14, 2008
SouthPeak
Interactive Corporation (OTC Bulletin Board: SOPK; SOPKU; SOPKW; SOPKZ), one
of
the fastest growing videogame publishers, today announced the acquisition of
Austin-based Gamecock Media Group.
Commenting
on the acquisition, Melanie Mroz, CEO of SouthPeak, stated, "Gamecock brings
us
a solid slate of upcoming titles, including Legendary, Mushroom Men and Velvet
Assassin and supports our strategy of working with independent developers.
We
are excited to give the Gamecock titles a bigger platform to
succeed."
"We
are
thrilled to be joining forces with SouthPeak to continue to bring great original
titles from independent developers to market with a stronger sales and
distribution reach", said Mike Wilson, CEO of Gamecock. "We have followed each
other's progress closely over the last two years, and combining our team with
theirs results in a very strong and well-rounded force in the
market."
SouthPeak
expects to ship Legendary and Mushroom Men in the current quarter.
About
SouthPeak Interactive Corporation
SouthPeak
Interactive Corporation develops and publishes interactive entertainment
software for all current hardware platforms including: PLAYSTATION®3 computer
entertainment system, PSP® (PlayStation® Portable) system, PlayStation®2
computer entertainment system, Xbox 360® videogame and entertainment system,
Wii™, Nintendo DS™ and PC. SouthPeak's games cover all major genres including
action/adventure, role playing, racing, puzzle strategy, fighting and combat.
SouthPeak's products are sold in retail outlets in North America, Europe,
Australia and Asia. SouthPeak is headquartered in Midlothian, Virginia, and
has
offices in Grapevine, Texas and London, England. www.southpeakgames.com This
release contains "forward-looking" statements that are made pursuant to the
Safe
Harbor provisions of the Private Securities Litigation Reform Act of 1995.
These
are statements that are predictive in nature, that depend upon or refer to
future events or conditions, or that include words such as "may", "will,"
"expects", "projects", "anticipates", "estimates", "believes", "intends,"
"plans", "should", "seeks", and similar expressions. This press release contains
forward-looking statements relating to, among other things, SouthPeak's
expectations and assumptions concerning future financial performance.
Forward-looking statements involve known and unknown risks and uncertainties
that may cause actual future results to differ materially from those projected
or contemplated in the forward-looking statements. Forward-looking statements
may be significantly impacted by certain risks and uncertainties described
in
SouthPeak's filings with the Securities and Exchange Commission.
The
risks
and uncertainties referred to above include, but are not limited to, risks
associated with SouthPeak's potential inability to compete with larger
businesses in its industry, the limitations of SouthPeak's business model,
SouthPeak's potential inability to anticipate and adapt to changing technology,
the possibility that SouthPeak may not be able to enter into publishing
arrangements with some developers, SouthPeak's dependence on vendors to meet
its
commitments to suppliers, SouthPeak's dependence on hardware manufactures to
publish new videogames, SouthPeak's potential inability to recuperate the
up-front license fees paid to console manufacturers, SouthPeak's dependence
on a
limited number of customers, SouthPeak's potential dependence on the success
of
a few videogames, SouthPeak's dependence on developers to deliver their
videogames on time, the potential of litigation, interference with SouthPeak's
business from the adoption of governmental regulations; and the inability to
obtain additional financing to grow its business.
CONTACT
Bill
Linn
Sandbox
Strategies for SouthPeak
bill@sandboxstrat.com
541-935-1279

label: organization

text:
SOUTHPEAK
INTERACTIVE CORPORATION

text: GAMECOCK MEDIA GROUP

text:
SouthPeak
Interactive Corporation

text: Gamecock Media Group

label: person

text: Melanie Mroz

text: Mike Wilson

text: SouthPeak Interactive Corporation

text:
SouthPeak
Interactive Corporation

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
pr.txt
PRESS RELEASE
Exhibit 99.1
Press Release FOR IMMEDIATE RELEASE
---------------------
Contact: Thomas J. Noe, Investor Relations
Telephone: (513) 870-3530
PEOPLES COMMUNITY BANCORP, INC.
COMPLETES MERCANTILE SAVINGS BANK ACQUISITION
Cincinnati, Ohio - (June 12, 2006) Jerry D. Williams, President and Chief
Executive Officer of Peoples Community Bancorp, Inc., announced today that
Peoples completed its acquisition of Mercantile Financial Corporation and its
wholly-owned subsidiary, Mercantile Savings Bank, effective June 10, 2006.
This transaction will increase Peoples assets by approximately $61.5 million
and adds a full service office serving the Kenwood, Ohio area.
On May 25, 2006, shareholders of Mercantile Financial Corporation approved
the Agreement and Plan of Merger which provided for the merger of Mercantile
Financial Corporation with and into Peoples Community Bancorp, resulting in
Mercantile Savings Bank becoming a wholly-owned subsidiary of Peoples
Community Bancorp followed by a merger into Peoples Community Bank.
A notice and letter of transmittal will be delivered to former
shareholders of Mercantile Financial Corporation advising them of the
effective date of the merger and procedures for exchanging their stock
certificates for $34.78 in cash and 43.10 shares of Peoples Community Bancorp
common stock.
The shares of Peoples Community Bancorp, Inc. are traded on the NASDAQ
National Market System under the symbol "PCBI".
The Boards of Directors, Officers and Employees of Peoples and Mercantile
express their gratitude for the overwhelming support for the transaction,
pledge their best efforts toward the opportunities ahead, and look forward to
serving the needs of their customers and stockholders.
Founded in 1889, Peoples Community Bank is a community and customer
oriented federally chartered savings bank. Following the acquisition, Peoples
Community Bank will operate twenty full service offices in Warren, Butler and
Hamilton Counties, Ohio and Dearborn and Ohio Counties, Indiana.
# # # # # # # #

text: PEOPLES COMMUNITY BANCORP, INC.

text: MERCANTILE SAVINGS BANK

text: Jerry D. Williams

text: Peoples Community Bancorp, Inc.

text: Peoples

text: Mercantile Financial Corporation

text: Mercantile Savings Bank

text: Peoples

text: Mercantile Financial Corporation

text:
Mercantile
Financial Corporation

text: Mercantile Savings Bank

text: Mercantile Financial Corporation

text: Peoples Community Bancorp, Inc.

text: Peoples


text:
EX-99.2
4
tv478694_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
November 2017 Acquisition of Screen Media Ventures, LLC
Forward - Looking Statements 2 This presentation (the "Presentation") relates to Chicken Soup for the Soul Entertainment, Inc. ("CSS Entertainment" or the " Com pany"), which recently completed its initial public offering pursuant to a qualified offering statement ("Offering Statement") filed under Regulation A as promulgated under the Securitie s A ct of 1933, as amended (the "Act"). The offering circular ("Offering Circular") comprising in part the Offering Statement is available at https://www.sec.gov/Archives/edgar/data/1679063/000114420417041252/v471417_partiiandiii.htm. The purpose of this Presentation is to provide an overview of the Company's recent acquisition of Screen Media Ventures, LLC ("Screen Media") as described in the Company's Current Report on Form 8 - K, as filed with the Securities and Exchange Commission on November 6, 2017 (the " 8 - K"), and assist persons in their review of the business and plans of the Company, including the impact of the acquisition of Screen Media. In addition to the information presented herein, you are advised to read the Offering Circular, which contains additional information, including information regarding the risks faced by the Company in its operations and the risks involved in an investment in the Company, and the 8 - K, which contains further information about the acquisition of Screen Media. The entire contents of this Presentation is qualified by the Offering Circular and the 8 - K. This Presentation includes "forward - looking statements" and projections Actual financial and operational results may differ from the Company's expectations, estimates and projections and consequently, you should not rely on these forward looking statements or projections as predictions of future events. Words such as "expect", "estimate", "project", "budget", "forecast", "anticipate", "intend", "plan", "may", "will", "could", "should", "believes", "predicts", "potential", "continue", and similar expressions are intended to identify such forward - looking statements. These forward - looking statements and projections include, without limitation, estimates and projections of future performance, which are based on numerous assumptions about sales, margins, competitive factors, industry performance and other factors which cannot be predicted. Therefore, the actual results of operations are likely to vary from the projections and the variations may be material and adverse. The projections should not be regarded as a representation or prediction that CSS Entertainment will achieve or is likely to achieve any particular results. CSS Entertainment does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. The Company uses a non - GAAP financial measure to evaluate its results of operations and as a supplemental indicator of our operating performance. The non - GAAP financial measure that the Company uses is Adjusted EBITDA. Adjusted EBITDA is considered a non - GAAP financial measure as defined by Regulation G promulgated by the Act, as amended. Due to the significance of non - cash and non - recurring expenses recognized in the years ended December 31, 2016 and 2015, and the likelihood of material non - cash and non - recurring expenses to occur in future periods, the Company believes that this non - GAAP financial measure will enhance the understanding of its historical and current financial results. In addition, Screen Media has used a non - GAAP financial measure to evaluate its results of operations and as a supplemental indicator of operating performance. The non - GAAP financial measure that Screen Media has used is EBITDA. Please see the 8 - K for further information on the Company's and Screen Media's use of these non - GAAP measures. All registered or unregistered service marks, trademarks and trade names referred to in this Presentation are the property of their respective owners, and CSS Entertainment's use herein does not imply an affiliation with, or endorsement by, the owners of these service marks, trademarks or trade names. The securities of CSS Entertainment are highly speculative. Investing in shares of CSS Entertainment involves significant risks, including those described in the Offering Circular.
Screen Media Overview 3 x Distribution rights to more than 1,200 TV series and feature films - one of the largest independently owned content libraries in the world x Popcornflix has rights to exhibit over 3,000 films and 60 television series representing ~1,500 episodes Content Popcornflix x Operates Popcornflix ®, one of the largest direct - to - consumer advertiser - supported online video platform x Distributes television series and films worldwide x Over 24 million app downloads in over 56 countries x 15 million active users annually x 180+ million ad requests with 85% sell - out rate per annum x Platforms include Apple iOS, Android, Roku, Amazon, Google and more
Transaction Overview 4 x $4.9 million in cash x 35,000 shares of Class A common stock x Class Z warrants exercisable into 50,000 shares of Class A common stock at $12 per share x Screen Media has no debt x Screen Media content library appraised value at $25 million
Strategic & Financial Benefits 5 x Popcornflix provides platform foundation to significantly accelerate direct - to - consumer online video business x Screen Media distribution capabilities increase revenue and profitability of our TV series x Existing sales team enhances ad sales of Popcornflix content x Extensive library provides critical mass of content for both businesses x Acquisition price of 1x EBITDA: 2017 Estimated Revenue $12 million and EBITDA $5 million

text: Screen Media Ventures, LLC

override: organization

text: Screen Media Ventures, LLC


text:
EX-99.1
9
exhibt991-pressreleasedate.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
AT THE COMPANY
ON THE WEB
Jeff Frericks
www.forestcity.net
Vice President - Capital Markets
216-621-6060
Jeff Linton
Senior Vice President - Corporate Communication
216-621-6060
For immediate release
Forest City completes conversion to REIT status
CLEVELAND, Ohio - January 4, 2016 - On behalf of Forest City Enterprises, Inc., Forest City Realty Trust, Inc. (NYSE: FCEA and FCEB) today announced the completion of the merger of FCE Merger Sub, Inc., an Ohio corporation, with and into Forest City Enterprises, Inc., with Forest City Enterprises, Inc. surviving as a wholly-owned subsidiary of Forest City Realty Trust, Inc. The merger marks the final step in the company's planned conversion to real estate investment trust (REIT) status for the taxable year ending December 31, 2016.
Forest City received the necessary shareholder approvals with respect to the merger at a special meeting of shareholders held on October 20, 2015. The merger was effective as of 11:59 p.m., Eastern Time, on December 31, 2015, and was immediately followed by a conversion of Forest City Enterprises, Inc. into a Delaware limited partnership, which will serve as the operating partnership for the company.
Shareholders of Forest City Enterprises, Inc. automatically became shareholders of Forest City Realty Trust, Inc., which began operating as a REIT on January 1, 2016. Shares of the company's common stock will continue to trade on the New York Stock Exchange under the symbols "FCEA" and "FCEB".
"We are thrilled to complete the conversion process and begin operating as a REIT", said David J. LaRue, Forest City president and chief executive officer. "Forest City has a rich history, from our founding by immigrant families in 1920, to becoming a public company in 1960, to this important next chapter as a REIT. I want to thank our shareholders for their support, and acknowledge the dedication and hard work of our internal teams and outside advisors in making this conversion a reality".
About Forest City
Forest City Realty Trust, Inc. is an NYSE-listed national real estate company with $10.0 billion in consolidated assets. The company is principally engaged in the ownership, development, management and acquisition of commercial and residential real estate throughout the United States. For more information, visit www.forestcity.net.
Safe Harbor Language
This press release contains forward-looking statements concerning the company's goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that are not necessarily based on historical facts. Examples of these statements include, but are not limited to, statements regarding its ability to qualify or continue to qualify as a REIT. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. For additional information regarding factors that may cause actual results to differ materially from those indicated in our forward-looking statements, we refer you to the risk factors included in our registration statement on Form S-4 and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, as amended, as updated by annual, quarterly and other reports and documents that we file with the Securities and Exchange Commission. We caution investors not to place undue reliance on the forward-looking statements contained in this document. These statements speak only as of the date of this document, and we undertake no obligation to update or revise the statements, except as may be required by law.

text: Forest City Enterprises, Inc.

text: FCE Merger Sub, Inc.

text: Forest City Enterprises, Inc.

text: Forest City Enterprises, Inc.

text: Forest City Enterprises, Inc.

text: Forest City Enterprises, Inc.


text:
EX-99.1
2
eh2000715_ex9901.htm
EXHIBIT 99.1
EXHIBIT 99.1
CDK Global Completes Sale of Its Digital Marketing Business to Ansira Partners, Inc.
HOFFMAN ESTATES, Ill., - April 22, 2020 - CDK Global, Inc. (Nasdaq: CDK) (the "Company" or "CDK") today announced it has completed the sale of the
Company's Digital Marketing Business to
Ansira Partners, Inc.
("Ansira"). The CDK Digital Marketing Business has been rebranded as Sincro, a subsidiary of Ansira. The sale was completed after meeting
customary closing conditions and is comprised of all Digital Marketing Business assets, including all advertising and website solutions.
"The Digital Marketing Business is an industry-leading and customer-focused organization that will continue to grow and innovate with Ansira", said Brian
Krzanich, president and chief executive officer, CDK Global. "I am appreciative of the successes CDK and the Digital Marketing Business experienced together, and I am confident those successes will carry over as we move forward on a new path".
CDK began the journey to sell the Digital Marketing Business in June of 2019. After a thorough process to evaluate multiple potential buyers,
Ansira was selected
in February of 2020.
With the completion of the sale, Ansira has assumed all Digital Marketing customer contracts from CDK.
The terms of the transaction were not disclosed.
About CDK Global, Inc.
With $2 billion in revenues, CDK Global (Nasdaq: CDK) is a leading global provider of integrated information technology solutions to the automotive retail and adjacent industries. Focused on enabling end-to-end automotive commerce, CDK Global
provides solutions to dealers in more than 100 countries around the world, serving approximately 30,000 retail locations and most automotive manufacturers. CDK solutions automate and integrate all parts of the dealership and buying process, including
the acquisition, sale, financing, insuring, parts supply, repair and maintenance of vehicles. Visit
cdkglobal.com
.
Safe Harbor for Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including: any other statements in this press release
regarding the transaction between the Company, Ansira, and Advent; the Company's business outlook; other plans; objectives; forecasts; goals; beliefs; business strategies; future events; business conditions; results of operations; financial position
and business outlook and trends; and other information, may be forward-looking statements. Words such as "might", "will", "may", "could", "should", "estimates", "expects", "continues", "contemplates", "anticipates", "projects", "plans", "potential,"
"predicts", "intends", "believes", "forecasts", "future", "assumes", and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are based on management's expectations and assumptions and
are subject to risks and uncertainties that may cause actual results to differ materially from those expressed, or implied by, these forward-looking statements.
Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include: the Company's success in
obtaining, retaining and selling additional services to customers; the pricing of the Company's products and services; overall market and economic conditions, including interest rate and foreign currency trends, and technology trends; adverse global
economic conditions and credit markets and volatility in the countries in which we do business; distruptions to such overall market and economic conditions and interruptions to the Company's business operations from natural disasters, such as fires,
floods, earthquakes, and hurricanes, and pandemics or outbreaks of disease or similar public health concerns, such as the COVID-19 pandemic, or fears of such events, auto sales and related industry changes; competitive conditions; changes in
regulation; changes in technology, security breaches, interruptions, failures and other errors involving the Company's systems; availability of skilled technical employees/labor/personnel; the impact of new acquisitions and divestitures; employment
and wage levels; availability of capital for the payment of debt service obligations or dividends or the repurchase of shares; any changes to the Company's credit ratings and the impact of such changes on financing costs, rates, terms, debt service
obligations, access to capital market and working capital needs; the impact of the Company's indebtedness, access to cash and financing, and ability to secure financing, or financing at attractive rates; the onset of or developments in litigation
involving contract, intellectual property, competition, shareholder, and other matters, and governmental investigations; and the ability of the Company's significant stockholders and their affiliates to significantly influence the Company's decisions
or cause it to incur significant costs.
There may be other factors that may cause the Company's actual results, performance or achievements to differ materially from those expressed in, or
implied by, the forward-looking statements. The Company gives no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on its results of operations and financial
condition. You should carefully read the factors described in the Company's reports filed with the Securities and Exchange Commission ("SEC"), including those discussed under "Part I, Item 1A. Risk Factors" in its most recent Annual Report on Form
10-K for a description of certain risks that could, among other things, cause the Company's actual results to differ from any forward-looking statements contained herein. These filings can be found on the Company's website at
www.cdkglobal.com
and the SEC's website at
www.sec.gov
.
All forward-looking statements speak only as of the date of this press release even if subsequently made available by the Company on its website or
otherwise. The Company disclaims any obligation to update or revise any forward-looking statements that may be made to reflect new information or future events or circumstances that arise after the date made or to reflect the occurrence of
unanticipated events, other than as required by law.
Contacts:
Media Contact:
Roxanne Pipitone
Senior Director, Global Corporate Communications
847.485.4423
roxanne.pipitone@cdk.com
Investor Relations Contact:
Julie Schlueter
Director, Investor Relations
847.485.4643
julie.schlueter@cdk.com

text: CDK Global

text: Ansira Partners, Inc.

text: CDK Global

text: Ansira Partners, Inc.

text:
Brian
Krzanich

text: CDK Global

text: CDK Global

text: CDK Global

text: CDK Global

text: Julie Schlueter


text:
EX-99
8
pressrelease.txt
EXHIBIT 99.1 PRESS RELEASE
P & F Industries, Inc.
Subsidiary Sells Cylinder Division to Rosenboom Machine & Tool, Inc.
FARMINGDALE, N.Y., December 14, 2004, - P & F Industries, Inc. (Nasdaq NM: PFIN)
announced today that it has entered into a definitive Asset Purchase Agreement
dated December 13, 2004, and effective as of the close of business on December
10, 2004. Under this Agreement, Green Manufacturing, Inc., a wholly-owned
subsidiary of P&F Industries, sold certain of its assets comprising its
Hydraulic Cylinder Division to Rosenboom Machine & Tool, Inc. ("RMT"). RMT is a
major manufacturer of hydraulic cylinders based in Sheldon, Iowa. The assets
sold pursuant to the Agreement include, among others, property, machinery and
equipment, raw materials, work-in-process inventory and certain intangibles.
Green received net cash proceeds of approximately $3,650,000 and a promissory
note of approximately $686,000 at the closing. In addition, Green may receive
additional consideration based upon certain future sales by RMT.
In addition, RMT has agreed to hire all Green Hydraulic Cylinder Division
employees in Bowling Green, Ohio. Green has retained its Access Division and
Agricultural Division and RMT has agreed to lease certain space and provide
certain services in connection with those operations to Green. As a result of
the transaction, Green has effectively exited the hydraulic cylinder business.
Richard Horowitz, President and CEO of P&F Industries commented, "P & F
management believes that the Hydraulic Cylinder Division is no longer a
strategic fit with the remainder of P & F's operations and it was in the best
interest of the Company to use the proceeds from the transaction for other
corporate purposes. We remain committed to identifying potential opportunities
to create greater value for our shareholders, customers and employees".
P & F Industries, Inc., through its four wholly-owned subsidiaries, Florida
Pneumatic Manufacturing Corporation, Countrywide Hardware Inc., Green
Manufacturing, Inc. and Embassy Industries, Inc., manufactures and/or imports
air-powered tools, various residential hardware such as staircase components,
kitchen and bath hardware, fencing hardware and door and window hardware, and
baseboard and radiant heating products. P & F's products are sold under their
own trademarks, as well as under the private labels of major manufacturers and
retailers.
This is a "Safe-Harbor" statement under the Private Securities Litigation Reform
Act of 1995. Any forward-looking statements contained herein, including those
related to the Company's future performance, are based upon the Company's
historical performance and on current plans, estimates and expectations, which
are subject to various risks and uncertainties, including, but not limited to,
the impact of competition, product demand and pricing. These risks could cause
the Company's actual results for the 2004 fiscal year and beyond to differ
materially from those expressed in any forward-looking statement made by or on
behalf of the Company. Forward-looking statements speak only as of the date on
which they are made, and the Company undertakes no obligation to update publicly
or revise any forward-looking statement, whether as a result of new information,
future developments or otherwise.
P & F Industries, Inc. Lippert/Heilshorn & Assoc., Inc.
Joseph A. Molino, Jr. Jody Burfening/Seema Brin
Chief Financial Officer Investor Relations
631-694-1800 212-838-3777
jmolino@pfina.com jburfening@lhai.com/sbrin@lhai.com
www.pfina.com www.lhai.com
------------- ------------

text: P & F Industries, Inc.

text: Cylinder Division

text: Rosenboom Machine & Tool, Inc.

text: P & F Industries, Inc.

text: Green Manufacturing, Inc.

text: Hydraulic Cylinder Division

text: Rosenboom Machine & Tool, Inc.

text: Green

text: Green

text: Green

text: Hydraulic Cylinder Division

text: Green

text: Green

text: Green

text: Green

text: Richard Horowitz

text: Hydraulic Cylinder Division

text: P & F Industries, Inc.

text:
Green
Manufacturing, Inc.

text: P & F Industries, Inc.

text: Seema Brin


text:
EX-99.1
3
ex99-1.htm
EMCORE PRESS RELEASE - GELCORE SALE
EMCORE PRESS RELEASE - GELCORE SALE
EXHIBIT
99.1
Press
Release
EMCORE
Corporation Sells its 49% Interest in GELcore to GE for $100
million
SOMERSET,
New Jersey, August 31, 2006 - EMCORE Corporation (NASDAQ: EMKR), a leading
provider of compound semiconductor-based components and subsystems for the
broadband, fiber optic, satellite, and solar power markets, today announced
that
it has sold its 49% membership interest in GELcore, LLC to the Lighting
operations of GE Consumer & Industrial, a division of General Electric (GE)
for $100 million in cash. GE owned a 51% membership interest in GELcore prior
to
acquiring the remaining 49% from EMCORE.
GE
and
EMCORE formed GELcore, a joint venture to address the solid-state lighting
market with high brightness light emitting diode-based (HB-LED) lighting systems
in 1999. GELcore's products include traffic lights, channel letters, and other
signage and display products that incorporate HB-LEDs. EMCORE has accounted
for
its investment in GELcore using the equity method of accounting and its
cumulative share of losses since GELcore's formation through June 30, 2006
total
approximately $16.1 million. EMCORE
expects to realize a gain on the sale of GELcore in the range of $85-$90
million.
In
2005,
GELcore recorded a net loss of $0.8 million, a decrease of $3.3 million from
the
$2.5 million net income recorded in 2004. For the six months ended June 30,
2006, GELcore recorded a net loss of $1.3 million. EMCORE and GE have
collaborated over the past seven years as GELcore has grown to become a leading
solid state lighting company. EMCORE, through their material science expertise
and funding by GELcore, has contributed to the GELcore IP portfolio.
"The
sale
of GELcore has come at an opportune time for EMCORE as we enter the terrestrial
solar market which represents an enormous end market for EMCORE" stated Reuben
F. Richards, Jr., Chief Executive Officer. He added, "This sale provides us with
one of the strongest balance sheets in our industry and positions us extremely
well to advance our industry leading technology in both fiber optics and
photovoltaics".
Lazard
acted as financial advisor to EMCORE in the transaction.
EMCORE
will discuss the sale in a conference call on Wednesday, September 6, 2006,
at
12:00 noon ET. To participate in the call, U.S. callers should dial (toll free)
866-710-0179 and international callers should dial 334-323-9871. The access
code
for the call is 17742. A replay of the call will be available beginning
September 6, 2006 at 2::00 p.m. ET until September 13, 2006 at 11:59 p.m. ET.
The replay call-in number for U.S. callers is 877-656-8905, for international
callers it is 334-323-9859, and the access code is 72905937. The call also
will
be web cast via the Company's web site at http://www.emcore.com. Please go
to
the site beforehand to download any necessary software.
About
EMCORE
EMCORE
Corporation offers a broad portfolio of compound semiconductor-based products
for the broadband, fiber optic, satellite and solar power markets. EMCORE's
Fiber Optic segment offers optical components, subsystems and systems for high
speed data and telecommunications networks, cable television (CATV) and
fiber-to-the-premises (FTTP). EMCORE's Photovoltaic segment provides products
for both satellite and terrestrial applications. For satellite applications,
EMCORE offers high efficiency Gallium Arsenide (GaAs) solar cells, Covered
Interconnect Cells (CICs) and panels. For terrestrial applications, EMCORE
is
adapting its high-efficiency GaAs solar cells for use in solar concentrator
systems. For further information about EMCORE, visit
http://www.emcore.com.
Disclaimer
The
information provided herein may include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 relating to future events that involve risks
and
uncertainties. Words such as "expects", "anticipates", "intends", "plans,"
"believes", and "estimates", and variations of these words and similar
expressions, identify these forward-looking statements. Actual operating results
may differ materially from such forward-looking statements and are subject
to
certain risks, including risks arising from: the loss of potential future gains
from the investment in GELcore; difficulties in developing and commercializing
solar concentrator systems; expenses and charges related to closing the
remaining operations in New Jersey and reducing corporate overhead; and other
factors described in EMCORE's filings with the Securities and Exchange
Commission. The forward-looking statements contained in this news release are
made as of the date hereof and EMCORE does not assume any obligation to update
the reasons why actual results could differ materially from those projected
in
the forward-looking statements.
Contacts:
EMCORE
Corporation
Tom
Werthan - Chief Financial Officer
(732)
271-9090
info@emcore.com
TTC
Group
Victor
Allgeier
(646)
290-6400
info@ttcominc.com

text: EMCORE

text: EMCORE

text:
EMCORE
Corporation

text: GE

text: EMCORE Corporation

text: GE

text: GE

text: GE

text: EMCORE

text: GE

text: EMCORE

text: EMCORE

text: EMCORE

text: EMCORE

text: GE

text: EMCORE

text: EMCORE

text: EMCORE

text: Lazard

text: EMCORE

text: EMCORE

text: EMCORE

text:
EMCORE
Corporation

text: EMCORE

text: EMCORE

text: EMCORE

text: EMCORE

text: EMCORE

text: EMCORE

text: EMCORE

text:
EMCORE
Corporation


text:
EX-99.1
4
oesxclosingpressrelease.htm
PRESS RELEASE OF ORION ENERGY SYSTEMS, INC. DATED JULY 1, 2013
OESXHarrisclosingpressrelease7-1-2013EX99.1
EXHIBIT 99.1
Orion Energy Systems Completes Acquisition of Harris Manufacturing and Harris LED
MANITOWOC, Wis. - July 1, 2013 (BUSINESS WIRE) Orion Energy Systems, Inc. (NYSE MKT: OESX), a leading power technology enterprise, announced today that it has completed the acquisition of all of the issued and outstanding equity interest in Harris Manufacturing, Inc. and Harris LED, LLC. Harris Manufacturing and Harris LED, located in Green Cove Springs, Florida, engineer, design, source and manufacture energy-efficient lighting systems, including fluorescent and LED lighting solutions, and day-lighting products.
Harris Manufacturing and Harris LED, in aggregate, posted revenue of approximately $14.5 million and net income of approximately $0.9 million, both unaudited, for the year ended December 31, 2012.
"We are very pleased to report the closing of the Harris acquisition and welcome its customers and employees to Orion", commented John Scribante, Chief Executive Officer of Orion Energy Systems. "Through this transaction we have significantly expanded the breadth and depth of our product portfolio, bringing a comprehensive line of LED and fluorescent fixtures, day-lighting products, and fixture retrofit solutions to Orion. In addition, this continues our strategy of expanding our sales force as well as the markets we serve. This combination makes us a more valued partner for our customers and increases the earnings potential for Orion as a whole".
"We are excited to join the Orion group and, in so doing, recognize the many opportunities it will bring to cross-sell products across our respective end markets", added Andrew Bebbington, Vice President of Business Development of Orion and previously CEO of Harris. "In particular, we believe the LED retrofit arena will benefit substantially from a broader, nationwide sales force -- just as the office and retail markets begin transitioning to LED lighting. It's a great time to bring our two organizations together and accelerate the company's growth trajectory".
The purchase price of the transaction was $10 million, subject to post-closing adjustments for net working capital. The purchase price was paid through a combination of $5 million in cash, $3 million in a three-year unsecured subordinated note and $2 million of unregistered Orion common stock (totaling 856,997 shares). In addition, Orion may pay up to an additional $1 million in shares of unregistered common stock upon Harris' post-closing achievement of certain revenue milestones in calendar year 2013 and/or 2014.
Orion Energy Systems Inc. (NYSE MKT:OESX) is a leading power technology enterprise that designs, manufactures and deploys energy management systems - consisting primarily of high-performance, energy-efficient lighting platforms, intelligent wireless control systems and direct renewable solar technology for commercial and industrial customers - without compromising their quantity and quality of light. For more information, visit www.oesx.com.
1
Safe Harbor Statement
Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements will include words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "predict", "project", "should", "will", "would" or words of similar import. Similarly, statements that describe the Company's financial guidance or future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from those expected, including, but not limited to, the following: (i) deterioration of market conditions, including customer capital expenditure budgets; (ii) our ability to compete and execute our growth strategy in a highly competitive market and our ability to respond successfully to market competition; (iii) increasing duration of customer sales cycles; (iv) the market acceptance of our products and services, (v) our ability to recruit and hire sales talent to increase our in-market direct sales; (vi) our development of, and participation in, new product and technology offerings or applications, including customer acceptance of our new LED product line (vii) the substantial cost of our various legal proceedings and our ongoing SEC inquiry; (viii) price fluctuations, shortages or interruptions of component supplies and raw materials used to manufacture our products; (ix) loss of one or more key employees, customers or suppliers, including key contacts at such customers; (x) our ability to effectively manage our product inventory to provide our products to customers on a timely basis; (xi) our ability to effectively manage the credit risk associated with our debt funded OTA contracts; (xii) a reduction in the price of electricity; (xiii) the cost to comply with, and the effects of, any current and future government regulations, laws and policies; (xiv) increased competition from government subsidies and utility incentive programs; (xv) dependence on customers' capital budgets for sales of products and services; (xvi); the availability of additional debt financing and/or equity capital; (xvii) potential warranty claims and (xviii) our ability to effectively integrate the acquisition of Harris Manufacturing, Inc. and Harris LED, LLC. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, which are available at http://www.sec.gov or at http://www.oesx.com in the Investor Relations section of the Company's Web site.
2
Contact:
Investor Relations Contacts:
Darrow Associates
Chris Witty
(646) 438-9385
cwitty@darrowir.com
or
Orion Energy Systems
Scott Jensen
Chief Financial Officer
(920) 892-9340
3

text: ORION ENERGY SYSTEMS, INC.

text: Orion Energy Systems

text: Harris Manufacturing

text: Harris LED

text: Orion Energy Systems, Inc.

text: Harris Manufacturing, Inc.

text: Harris LED

text: Harris Manufacturing

text: Harris LED

text: Harris Manufacturing

text: Harris LED

text: Harris

text: Orion

text: John Scribante

text: Orion Energy Systems

text: Orion

text: Orion

text: Orion

text: Andrew Bebbington

text: Orion

text: Harris

text: Orion

text: Orion

text: Harris

text: Harris Manufacturing, Inc.

text: Harris LED

text: Orion Energy Systems

text: Scott Jensen


text:
EX-99.1
6
ex99.htm
PRESS RELEASE
-- Converted by SEC Publisher 4.1.0.0, created by BCL Technologies Inc., for SEC Filing
Timberline Acquires 100-Percent Ownership of Kettle Drilling, Inc.
March 10, 2006 - Spokane - Timberline Resources Corporation (OTC:TBLC) announced today that it has closed
its acquisition of Kettle Drilling, Inc. ("Kettle") of Coeur d'Alene, Idaho. Kettle provides drilling services to the
mining and mineral exploration industries, combining state of the art equipment, world-class technical expertise,
innovative thinking, and an impeccable safety record to companies within the mining industry across North
America and worldwide. Kettle recorded over $5-million in revenue for 2005 with significant growth projected in
coming years, driven by a substantial backlog of domestic work along with ongoing expansion into Mexico.
Timberline Chairman and CEO John Swallow stated, "Kettle is now a wholly-owned subsidiary of Timberline
and will retain its autonomy as an independent business unit. It will continue to be operated by its principals,
Doug Kettle and Dave Deeds, and will maintain separate corporate offices from Timberline and its exploration
unit. The cohesiveness and operating skill of Kettle's management and employees attracted us initially and we
have no intention of tampering with their proven formula for success".
Swallow continued, "We believe that a powerful, multi-year commodities bull market is underway and that this
transaction will provide our shareholders with superior leverage as it continues to unfold. The acquisition of
Kettle has transformed Timberline into a unique entity among resource juniors, coupling Kettle's steady cash flow
and outstanding growth potential with the "blue-sky" upside of our highly-experienced exploration team".
In exchange for 100-percent of Kettle, Timberline paid a total purchase price of $4.8 million comprised of $2.4
million in cash and 5 million shares of preferred Timberline stock, convertible into common stock, valued at 40
cents per share, and a total of $400,000 through the issuance of two promissory notes to the two principals of
Kettle. Principal and interest on these notes are due in 180 days. To make the cash portion of the purchase price,
Timberline also borrowed $400,000 from its Chairman and CEO, due in one year and requiring monthly
payments of interest only.
Timberline Resources Corporation is a unique, growth-oriented company that combines positive cash flow from
its ownership of Kettle Drilling, Inc. with the "blue sky" upside of its experienced mineral exploration team.
Timberline is a fully-reporting company with fewer than 17 million shares outstanding. Its common stock is
quoted on the OTC Market under the symbol "TBLC".
Certain statements contained in this press release are "forward looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are based on beliefs of management as well as assumptions made by and information currently
available to management. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to
differ materially from expected results.
Contact Information:
John Swallow
Chairman & CEO
Phone: (208) 661-2518
www.timberline-resources.com

text: Timberline

text: Kettle Drilling, Inc.

text: Timberline Resources Corporation

text: Kettle Drilling, Inc.

text: Timberline

text: John Swallow

text: Timberline

text: Timberline

text: Timberline

text: Timberline

text: Timberline

text: Timberline

text: Timberline Resources Corporation

text: Kettle Drilling, Inc.

text: Timberline

text: John Swallow


text:
EX-99
3
npc-ex991toform8k_8242982v2.htm
EXHIBIT 99.1
NEWS RELEASE
Contact: Troy D. Cook
Executive Vice President &
Chief Financial Officer
913-327-3109
NPC INTERNATIONAL, INC. ANNOUNCES CLOSING OF ACQUISITION OF 55 UNITS AND SALE OF 42 UNITS TO PIZZA HUT, INC.
OVERLAND
PARK,
KANSAS,
(
JANUARY
20
,
2009
)
- NPC International, Inc. announced today that it has closed the transactions contemplated by the previously announced Asset Purchase and Sale Agreement (PSA) with Pizza Hut, Inc. and Pizza Hut of America, Inc. (collectively, PHI) pursuant to which PHI purchased from NPC 42 Pizza Hut units for $19.0 million in cash and NPC purchased from PHI 55 Pizza Hut units for $18.5 million in cash.
The units sold by PHI include 10 fee-owned locations, which NPC will lease from PHI. The units sold by NPC include one fee-owned location that will be leased to PHI.
The units sold pursuant to the PSA are expected to result in a material non-cash loss for NPC due to the anticipated write-down of intangible assets including franchise rights and goodwill relating to the sold stores. NPC currently estimates that the amount of the pre-tax charge will range from $15 million to $19 million. The final charge will be determined following the completion of certain asset valuations, and the amount is subject to change based upon completion of the process. The final charge will be determined and recorded in the fourth quarter of fiscal 2008. All changes to our initial estimates will be determined following the completion of certain asset valuations during the first quarter of fiscal 2009, and the amount is subject to change based upon completion of this process.
The acquisition by NPC will be funded entirely with proceeds received from the sale of Pizza Hut units to PHI.
NPC International, Inc. is the world's largest Pizza Hut franchisee and operates 1,111 Pizza Hut restaurants, 18% of the entire domestic Pizza Hut system, and delivery/carryout units in 28 states.
*******************************************************
7300 W 129
th
St,
Overland Park, KS 66213

text: PIZZA HUT, INC.

text: Pizza Hut, Inc.


text:
EX-99.1
9
a16-1915_1ex99d1.htm
EX-99.1
Exhibit 99.1
Hudson Jeans and Robert Graham Complete
Merger to Launch Differential Brands Group
- Transformative transaction creates Differential Brands Group, Inc. (NASDAQ:DFBG), a new public platform focusing on branded operating companies in the premium consumer space
- Transaction sponsored by Tengram Capital Partners with $50 million preferred security investment
- William Sweedler to serve as Chairman and Michael Buckley to lead Company as Chief Executive Officer
- Total merger consideration to Robert Graham equity holders based on pre-closing per share valuation of $0.37 per share (or $11.16 following a 1-for-30 reverse stock split approved in connection with the transaction)
LOS ANGELES-January 28, 2015-Joe's Jeans, Inc. (NASDAQ:JOEZ) (the "Company"), today announced the completion of a merger combining Hudson Jeans and Robert Graham, pursuant to an Agreement and Plan of Merger dated September 8, 2015. Concurrent with the closing of the transaction, the Company has been renamed Differential Brands Group Inc. ("Differential") and will remain publicly listed on NASDAQ under the ticker DFBG. The name change signifies the transformation of the standalone Hudson Jeans and Robert Graham businesses into a unified consumer platform.
The strategic combination of Hudson Jeans and Robert Graham will serve as the initial foundation for Differential, which will focus on organically growing its owned brands through a global, omni-channel distribution strategy across premium wholesale channels, direct-to-consumer retail stores and e-commerce, while seeking opportunities to acquire accretive, complementary, premium brands.
Michael Buckley, current Chief Executive Officer of Robert Graham, who has previous public company leadership experience at True Religion, in addition to experience at Diesel and Ben Sherman, will lead Differential as Chief Executive Officer. Mr. Buckley stated, "I believe Differential is uniquely positioned to become one of the foremost premium omni-channel brand platforms in the world, and I am thrilled with the opportunity to lead the company as Chief Executive Officer and to work closely with the Board of Directors and Tengram Capital Partners in the years to come".
Mr. Sweedler, Co-Founder and Managing Partner of Tengram Capital Partners, added, "Tengram is thrilled to sponsor this unique transaction and to have the opportunity to create a new transformative public platform focused on wholesale operating companies with strong brands that possess the potential to grow through global omni-channel distribution." Mr. Sweedler further added, "We believe Differential fills a void in the U.S. public market landscape by focusing exclusively on brands that develop products for consumers shopping at premium retailers. Additionally, we believe that Differential will be able to offer retail customers a unique, one-stop resource for their diverse in-store brand needs. Our playbook calls for Differential to build its existing brands organically and for the company to pursue complementary acquisitions with strong accretion metrics both financially and operationally".
About Robert Graham
Robert Graham is "American Eclectic". Since its launch in 2001, Robert Graham was created on the premise of introducing sophisticated, eclectic style to the fashion market as an American-based company with an intention of inspiring a global movement. Robert Graham operates freestanding stores in 30 locations nationwide. The brand also sells at luxury department stores and boutiques, and it has showrooms located in New York City, Los Angeles, Dallas, Toronto, Montreal, and Vancouver. In 2014, Robert Graham received the "Menswear Brand of the Year" award from the American Apparel & Footwear Association. Additional information can be found at:
www.robertgraham.us
.
About Hudson Jeans
Hudson Jeans designs, produces and sells apparel and apparel-related products to the retail and premium markets under the Hudson® brand and related trademarks. Additional information can be found at:
www.hudsonjeans.com
.
About Tengram Capital Partners
Tengram Capital Partners is a private equity firm that focuses exclusively on leading consumer and retail companies that own strong recognizable brands. The team has a diverse background of consumer investing and operating expertise that assists and guides company management to unlock the true potential of their brand. Tengram invests in both traditional "growth" and "restructuring/turnaround" situations in either the public or private sectors. Previous and current investments for Tengram and its predecessor investment entity, Windsong Brands, LLC, include Sequential Brands Group, Cos Bar, Zanella, This Works, Luciano Barbera, Tommie Copper, Active Ride Shop, DevaCurl, Laura Geller Beauty, NEST Fragrances, Robert Graham, Joe Boxer, Joe's Jeans, Field & Stream, and Design Within Reach. Additional information can be found at: www.tengramcapital.com.
This release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. The matters discussed in this news release involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. All statements in this news release that are not purely historical facts are forward-looking statements, including statements containing the words "may", "will", "expect", "anticipate", "intend", "estimate", "continue", "believe", "plan", "project", "will be", "will continue", "will likely result" or similar expressions. Any forward-looking statement inherently involves risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to: the impact of the merger on the Company's stock price, the anticipated benefits of the merger on its financial results, business performance and product offerings, the Company's ability to successfully integrate Robert Graham business and realize cost savings and any other synergies, the risk that the credit ratings of the combined company or its subsidiaries may be different from what the Company expects, continued acceptance of our product, product demand, competition, capital adequacy, general economic conditions and the potential inability to raise additional capital if required; the risk that the Company will be unsuccessful in gauging fashion trends and changing customer preferences; the risk that changes in general economic conditions, consumer confidence, or consumer spending patterns will have a negative impact on the Company's financial performance; the highly competitive nature of the Company's business in the United States and internationally and its dependence on consumer spending patterns, which are influenced by numerous other factors; the Company's ability to respond to the business environment and fashion trends; continued acceptance of the Company's brands in the marketplace; and other risks. The Company discusses certain of these factors more fully in its additional filings with the SEC, including its last annual report on Form 10-K and quarterly report on Form 10-Q filed with the SEC, and this release should be read in conjunction with those reports, together with all of the Company's other filings, including current reports on Form 8-K, through the date of this release. The Company urges you to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements contained in this release.
Any forward-looking statement is based on information current as of the date of this document and speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update these statements to reflect events or circumstances after the date on which such statement is made. Readers are cautioned not to place undue reliance on forward-looking statements.
Source: Differential Brands Group, Inc.
Investor Relations
Hamish Sandhu, 323-837-3700 x 304

text: Hudson Jeans

text: Robert Graham

label: fund

text: Tengram Capital Partners

text: Robert Graham

text: Hudson Jeans

text: Robert Graham

text: Hudson Jeans

text: Robert Graham

text: Hudson Jeans

text: Robert Graham

text: Robert Graham

text: Tengram Capital Partners

text: Tengram Capital Partners

text: Robert Graham

text: Robert Graham

text: Robert Graham

text: Robert Graham

text: Robert Graham

text: Hudson Jeans

text: Hudson Jeans

text: Tengram Capital Partners

text: Tengram Capital Partners

text: Robert Graham

text: Robert Graham


text:
EX-99.1
2
amrk-ex991_6.htm
EX-99.1
amrk-ex991_6.htm
A-Mark Closes Previously Announced Acquisition of Retailer JM Bullion
JM Bullion's CEO and Co-Founder Michael Wittmeyer and Former JMB Chairman Kendall Saville, along with Technology Executive Monique Sanchez, Join A-Mark's Board of Directors
El Segundo, CA - March 19, 2021 - A-Mark Precious Metals, Inc. (NASDAQ: AMRK) (A-Mark)
,
a leading fully integrated precious metals platform, has closed its previously announced acquisition of the 79.5% of the issued and outstanding shares of
JM Bullion, Inc. (JMB)
, a leading e-commerce retailer of precious metals, not previously owned by A-Mark.
"Today is a significant day for A-Mark's and JMB's employees, customers, partners, and shareholders, as we complete the acquisition of JMB and create the industry's preeminent fully integrated precious metals platform", said A-Mark CEO Greg Roberts. "As the anchor to our multifaceted direct-to-retail strategy, JMB enables us to more effectively capitalize on the growing demand for precious metals through online and e-commerce channels".
JMB Transaction Terms
As previously announced, for purposes of the acquisition, the JMB business was valued at $174.0 million, implying a value of approximately $138.3 million for the 79.5% of JMB that A-Mark did not previously own. The adjusted preliminary purchase price was $136.8 million, consisting of $106.5 million in cash and $30.3 million in common stock of the Company. In accordance with the definitive agreement, the cash portion of the purchase price was reduced by 20.53% of the amount of a cash redemption made by JMB to its stockholders (excluding A-Mark) immediately prior to the closing. Taking into account this reduction, along with certain other adjustments specified in the definitive agreement, the total amount paid at closing consisted of $82.3
million of cash and $30.3 million of A-Mark common stock, valued as of the signing of the definitive agreement. A-Mark financed the cash portion of the purchase price with cash on hand and from net proceeds from the Company's public offering of common stock, which closed on March 8, 2021.
Transaction Advisors
D.A. Davidson & Co. acted as financial advisor to A-Mark and Kramer Levin Naftalis & Frankel LLP acted as legal advisor to A-Mark. Duane Morris LLP acted as legal advisor to JMB.
A-Mark Board of Director Appointments
In connection with the acquisition, JMB CEO and Co-Founder Michael Wittmeyer and Chairman Kendall Saville joined A-Mark's board of directors. Mr. Wittmeyer also assumed the role of Executive VP of A-Mark's Direct Sales segment, which includes A-Mark's existing Goldline business.
Mr. Wittmeyer has entered into an employment agreement with JMB effective as of the closing, for a term ending June 30, 2024.
As an inducement to Mr. Wittmeyer to enter into the employment agreement, A-Mark granted him a stock option to purchase 60,000 A-Mark shares with a stated term of
10 years, vesting on June 30, 2024. The stock option's exercise price per share will be the closing price of A-Mark's stock on the Nasdaq Global Select Market on the date of grant.
In addition to serving as Chairman of JMB for seven years, Mr. Saville co-founded PlayUSA, an iGaming media network which was acquired by Catena Media (STO: CTM), and served as a consultant to Catena Media from 2016 to 2019. Mr. Saville is currently the CEO of Ocean View Marketing and i15 Media, an iGaming marketing company. Mr. Saville's
investment specialty is in store-of-value businesses, and his focus for nearly a decade has been investments in cryptocurrency technology, including the largest cryptocurrency exchange in the Middle East, and decentralized finance.
In addition to Mr. Wittmeyer and Mr. Saville, A-Mark's board of directors also appointed Monique Sanchez to the board. Ms. Sanchez brings to A-Mark nearly 30 years of experience, with over 21 years in the digital advertising industry with a deep expertise in selling advertising technologies and media solutions to global agencies, marketers, and publishers. Since 2008, she has held senior sales and business development roles at Google, including most recently as Director Agency Sales Development, where she is responsible for leading an agency development team focused on driving revenue growth across Google's largest market and U.S. clients and agency holding companies. Previously, Ms. Sanchez held business development roles at DoubleClick, which was acquired by Google in 2008.
"On behalf of the entire organization, I would like to welcome Michael, Kendall, and Monique to A-Mark's board of directors", said Chairman Jeffrey D. Benjamin. "All three executives bring unique and valuable perspectives and experience to the boardroom, in particular in the ecommerce and digital marketing industries, which we look forward to benefiting from as we enter A-Mark's next phase of growth and profitability".
With the additions of Mr. Wittmeyer, Mr. Saville, and Ms. Sanchez, A-Mark's board of directors expands to nine directors, including seven independent directors.
About A-Mark Precious Metals
Founded in 1965, A-Mark Precious Metals, Inc. (NASDAQ: AMRK) is a leading full-service precious metals company and wholesaler of gold, silver, platinum and palladium bullion and related products. The company's global customer base includes sovereign and private mints, manufacturers and fabricators, refiners, dealers, financial institutions, industrial users, investors, collectors, and e-commerce and other retail customers. The company conducts its operations through three complementary segments: Direct Sales, Wholesale, and Secured Lending,
A-Mark is headquartered in El Segundo, California, with offices and facilities in Los Angeles, California, Vienna, Austria, Las Vegas, Nevada, Winchester, Indiana, and Dallas, Texas. For more information, visit www.amark.com.
About JM Bullion
JM Bullion is a leading online retailer of precious metals, headquartered in Dallas, Texas. For more information, visit www.jmbullion.com.
Important Cautions Regarding Forward-Looking Statements
Statements in this press release that relate to the anticipated benefits of the JMB acquisition, the future growth and profitability of our company and other such disclosures are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange
Act of 1934. Future events and uncertainties, individually or in the aggregate, could cause actual results to differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ include the following: the failure to realize the strategic rationale for the JMB acquisition, in whole or in part; difficulties integrating the businesses and management of A-Mark and JMB; changes in consumer demand and preferences for precious metal products, particularly through e-commerce channels; the effects of the COVID-19 pandemic and the eventual return to normalized business and economic conditions; and other strategic, business, economic, financial, political, governmental and market risks described in in the company's public filings with the Securities and Exchange Commission.
The company undertakes no obligation to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
Company Contact:
Thor Gjerdrum, President
A-Mark Precious Metals, Inc.
1-310-587-1414
thor@amark.com
Investor Relations Contact:
Matt Glover
Gateway Investor Relations
1-949-574-3860
AMRK@gatewayir.com

text: A-Mark

text: JM Bullion

text: JM Bullion

text: JMB

text: A-Mark

text: A-Mark Precious Metals, Inc.

text: A-Mark

text: JM Bullion, Inc.

text: JMB

text: A-Mark

text: A-Mark

text: JMB

text: JMB

text: A-Mark

text: JMB

text: JMB

text: JMB

text: JMB

text: A-Mark

text: JMB

text: A-Mark

text: A-Mark

text: A-Mark

text: D.A. Davidson & Co.

text: A-Mark

text: Kramer Levin Naftalis & Frankel LLP

text: A-Mark

text: Duane Morris LLP

text: JMB

text: A-Mark

text: JMB

text: A-Mark

text: A-Mark

text: A-Mark

text: JMB

text: A-Mark

text: A-Mark

text: A-Mark

text: JMB

text: A-Mark

text: A-Mark

text: A-Mark

text: A-Mark

text: A-Mark

text: A-Mark Precious Metals, Inc.

text: A-Mark

text: JM Bullion

text: JM Bullion

text: JMB

text: JMB

text: A-Mark

text: JMB

text: Thor Gjerdrum

text: A-Mark Precious Metals, Inc.


text:
EX-99.1
2
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
Contacts:
John Howlett
Sam Bhatt
President, Northeast
Vice President - Finance
Emtec, Inc.
Emtec, Inc.
Tel: 609-528-8500
Tel: 609-528-8500
Fax: 866-422-3640
Fax: 815-346-7605
Email:john_howlett@emtecinc.com
Email:sam_bhatt@emtecinc.com
Website: www.emtecinc.com
Website: www.emtecinc.com
EMTEC, INC.
ANNOUNCES COMPLETION OF MERGER
WITH DARR WESTWOOD TECHNOLOGY CORPORATION
TRENTON, N.J. Aug. 8, 2005 - Emtec, Inc. (OTCBB:ETEC), an information technology
company, providing services and products, today announced that it has completed its previously announced merger with DARR Westwood Technology Corporation, the parent company of Westwood Computer Corporation (Westwood).
Emtec, which has multiple accounts in the commercial, education, and state and local
government verticals, will now significantly expand into the Federal government vertical which has been the most significant market of DARR Westwood. Emtec believes that its current service offerings will be of particular appeal to this newly added
vertical.
Further, Emtec will expand its North American presence, by adding
locations in New Jersey, Virginia and New York, as well as five regional offices in the south and western United States.
As a result of this merger, DARR Westwood's shareholders acquired 55.7 percent of Emtec's then issued and outstanding shares of common stock. Dinesh Desai,
Brian McAdams, Gregory Chandler and Keith Grabel, each a designee of DARR Westwood, now comprise Emtec's entire Board of Directors. John Howlett and Ron Seitz, previously Emtec's CEO and COO, respectively, will remain with the combined
company in the respective roles of president of Emtec Northeast, and president of Emtec Southeast. Keith Grabel, president of Westwood, will continue in his current position.
"We are pleased to expand the team and our capabilities through this merger. We have already gotten a head start in planning for
offering our expanded capabilities to all of our clients across all verticals", said John Howlett, former CEO and current president of Emtec Northeast.
"When we acquired Westwood Computer Corporation in April, 2004, we had a goal to create an information technology services company. With this merger, we will have
created a strong, stable platform for growth with over $240 million in revenue and management depth. We will have an expanded array of products through our strategic partners and technology solutions to offer our clients", previously said
Dinesh Desai.
In accordance with the terms of the merger, Emtec will initiate
a self tender offer sometime within the next 30 days to repurchase up to 2,864,584 shares of its then issued and outstanding common stock having an aggregate purchase price of up to $5.50 million at a price of $1.92 per share.
About Emtec, Inc.
Emtec, Inc. established in 1981, is an information technology company, providing services and products to commercial, federal, education, state and local verticals. Areas
of specific practices include communications, data availability, enterprise computing, managed services, storage and data center planning and Development.
Emtec's shareholders and other interested parties are urged to read Emtec's offer to purchase and other relevant documents filed with the SEC
when they become available because they will contain important information. Emtec's shareholders will be able to obtain such documents free of charge at the SEC's web site:
www.sec.gov
or from Emtec at 572 Whitehead Road, Bldg. # 1,
Trenton, New Jersey 08619, Attn: Sam Bhatt.
# # #
Certain statements in this document constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or
achievements of Emtec, Inc. ("the Company"), or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The Company's future operating
results are dependent upon many factors, including but not limited to the Company's ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its plan of operations when needed; (ii) build the management and human
resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company's control; and (iv) other risk factors discussed in the Company's periodic filings with the
Securities and Exchange Commission which are available for review at
www.sec.gov
under "Search for Company Filings".

text: Sam Bhatt

text: Emtec, Inc.

text: Emtec, Inc.

text: EMTEC, INC.

text: DARR WESTWOOD TECHNOLOGY CORPORATION

text: Emtec, Inc.

text: DARR Westwood Technology Corporation

text: Westwood Computer Corporation

text: Emtec

text: Emtec

text: Emtec

text: Emtec

text: Keith Grabel

text: Emtec

text: Emtec

text: Emtec

text: Emtec

text: Keith Grabel

text: Emtec

text: Westwood Computer Corporation

text: Emtec

text: Emtec, Inc.

text: Emtec, Inc.

text: Emtec

text: Emtec

text: Emtec

text: Emtec

text: Sam Bhatt

text: Emtec, Inc.


text:
EX-99.1
2
exhibit99111-16x2016.htm
EXHIBIT 99.1
Exhibit
333 North Central Avenue Phoenix, AZ 85004
Financial Contacts:
Media Contact:
Kathleen L. Quirk (602) 366-8016
David P. Joint
(504) 582-4203
Eric E. Kinneberg (602) 366-7994
Freeport-McMoRan Completes Sale of
Interest in TF Holdings Limited for $2.65 Billion in Cash
PHOENIX, AZ, November 16, 2016 - Freeport-McMoRan Inc. (NYSE: FCX) announced today that it has completed the indirect sale of its 70 percent interest in TF Holdings Limited ("TFHL") to China Molybdenum Co., Ltd. for $2.65 billion in cash. TFHL is a Bermuda holding company that indirectly owns an 80 percent interest in Tenke Fungurume Mining S.A. (Tenke) located in the Democratic Republic of Congo. FCX had a 70 percent interest in TFHL and an effective 56 percent interest in Tenke.
FCX plans to use net proceeds from the transaction of approximately $2.65 billion to repay indebtedness, half of which will be used to repay borrowings under FCX's unsecured bank term loan.
Under the terms of the agreement, FCX could also receive contingent consideration of up to $120 million in cash, consisting of $60 million if the average copper price exceeds $3.50 per pound and $60 million if the average cobalt price exceeds $20 per pound, both during calendar years 2018 and 2019.
FCX is a premier U.S.-based natural resources company with an industry-leading global portfolio of mineral assets. FCX is the world's largest publicly traded copper producer.
FCX's portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world's largest copper and gold deposits, and significant mining operations in the Americas, including the large-scale Morenci minerals district in North America and the Cerro Verde operation in South America. Additional information about FCX is available on FCX's website at "fcx.com".
# # #
Freeport-McMoRan
1

text: Freeport-McMoRan

text: TF Holdings Limited

text: Freeport-McMoRan Inc.

text: TF Holdings Limited

text: China Molybdenum Co., Ltd.

text: Freeport-McMoRan


text:
EX-99.1
4
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
PRESS RELEASE
VCG Holding Corp (ticker: PTT, exchange: AMEX) News Release
January 18, 2007
VCG Holding Corp Announces Sale of Phoenix Club
DENVER-(BUSINESS WIRE)-January 18, 2007-VCG Holding Corp (AMEX: PTT),
VCG Holding Corp. (VCG) a nationwide owner/operator of adult
nightclubs, announced today that it sold its ownership interest of its adult night club in Phoenix AZ.
VCG, on January 15, 2007, signed an agreement
to sell the membership interest in Epicurean Enterprises, LLC. d/b/a Penthouse Phoenix (EEI). The sale was approved by the board of directors on January 10, 2007 and VCG completed the transaction as of January 15, 2007. The terms of the
agreement include the sale of the membership interest (100%) for $200,000 in cash and 300,000 shares of common stock in VCG. The purchaser is an independent third party who owned shares in VCG. The value of the VCG shares on January 15,
2007 was $7.90 per share making the total sales price $2,570,000. In addition to the sale of the club, VCG Real Estate Holding, Inc. (wholly owned subsidiary of VCG) entered in a lease agreement with the purchaser of EEI for the property that the
club operates. The lease is five years, with three five year options. The lease is guaranteed personally by the purchaser of EEI and began January 15, 2007.
"The sale of this asset is a part of the shift in our strategic plan to focus on clubs with five million or more in revenue as a base for an area of operations. We believe that the sale of this club allow us to use these managerial and
capital resources towards higher revenue opportunities", stated Donald W. Prosser Chief Financial Officer of VCG. The effect of this sale and the financial results of selling the Phoenix club were included in the Earnings Guidance for 2007,
2008, and 2009 press release January 10, 2007.
About VCG Holding Corp.
VCG Holding Corp. is an owner, operator and consolidator of adult nightclubs throughout the United States. The Company currently owns seven adult nightclubs, one upscale dance lounge and operates five other adult nightclubs under management
agreements. The owned and managed clubs are located in Indianapolis, St. Louis, Denver, Colorado Springs, and Louisville.
Forward-looking statements
Statements contained in this press release concerning future results, performance or expectations are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the intent, belief or current expectations of the Company and members
of its management team, as well as assumptions on which such statements are based. All forward-looking statements in this press release are based upon information available to the Company on the date of this press release. Forward-looking statements
involve a number of risks and uncertainties, and other factors, that could cause actual results, performance or developments to differ materially from those expressed or implied by those forward-looking statements including the following: failure of
facts to conform to necessary management estimates and assumptions; the Company's ability to identify and secure suitable locations for new nightclubs on acceptable terms, open the anticipated number of new nightclubs on time and within budget,
achieve anticipated rates of same-store sales, hire and train additional nightclub personnel and integrate new nightclubs into its operations; the continued implementation of the Company's business discipline over a large nightclub base;
unexpected increases in cost of sales or employee, pre-opening or other expenses; the economic conditions in the new markets into which the Company expands and possible uncertainties in the customer base in these areas; fluctuations in quarterly
operating results; seasonality; changes in customer spending patterns; the impact of any negative publicity or public attitudes; competitive pressures from other national and regional nightclub chains; business conditions, such as inflation or a
recession, or other negative effect on nightclub patterns, or some other negative effect on the economy, in general, including (without limitation) growth in the nightclub industry and the general economy; changes in monetary and fiscal policies,
laws and regulations; war, insurrection and/or terrorist attacks on United States soil; and other risks identified from time to time in the Company's SEC reports, including the Annual Report on Form 10-KSB for 2005, Quarterly Reports on Form
10-QSB and Current Reports on Form 8-K, registration statements, press releases and other communications. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time.
Contact:
Troy H. Lowrie, CEO
Micheal Ocello, President
Donald W Prosser, CFO
VCG Holding Corporation
390 Union Blvd, Suite 540
Lakewood, Colorado 80228
Telephone
303.934.2424
Facsimile
303-922.0746
Email:
tlowrie@vcgh.com
dprosser@vcgh.com
mocello@vcgh.com

text: VCG Holding Corp

text: VCG Holding Corp

text: Phoenix Club

text: VCG Holding Corp.

text: VCG

text: VCG

text: VCG

text: VCG

text: VCG

text: VCG

text: VCG Real Estate Holding, Inc.

text: VCG

text: Donald W. Prosser

text: VCG

text: Phoenix club

text: VCG Holding Corp.

text: VCG Holding Corp.

text: Troy H. Lowrie

text: Micheal Ocello


text:
EX-99.2
4
a11-28994_1ex99d2.htm
EX-99.2
Exhibit 99.2
NEWS RELEASE
C2011-17
DST Systems, Inc.
333 West 11th Street
Kansas City, MO 64105-1594
NYSE Symbol: DST
DST Contacts:
Kenneth V. Hager (816) 435-8603
Vice President and Chief Financial Officer
Media:
Matthew Sherman / Nicholas Lamplough
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investors:
Art Crozier / Jennifer Shotwell / Larry Miller
Innisfree M&A Incorporated
(212) 750-5833
FOR IMMEDIATE RELEASE - November 2, 2011
DST SYSTEMS BOARD OF DIRECTORS UNANIMOUSLY REAFFIRMS COMMITMENT TO BUSINESS PLAN AND STRATEGY
Board Authorizes Additional 2 Million Share Repurchase Program
KANSAS CITY, MO (November 2, 2011) - DST Systems, Inc. (NYSE: DST) today announced that following a comprehensive review of the Company's business plan, assets and investment portfolio, its Board of Directors has unanimously determined that continuing to execute on the Company's business plan and strategy is in the best interests of DST and its shareholders.
DST's growth strategy is to leverage its technology-differentiated solutions to support its customers' information management, business process and customer relationship needs. The Board is confident that the Company's focus on five key industry verticals of asset management, brokerage, retirement, insurance and healthcare, as well as the development and delivery of customer communications through both print and electronic media will enhance shareholder value. The Company is committed to driving future growth by continuing to increase scale, efficiencies and competitiveness, as well as expanding its product and service offerings.
DST will continue to explore synergistic acquisitions, strategic partnerships and additional investments in areas that enhance the Company's existing technology offerings and create new solutions that meet customers' needs. Most recently, the Company completed its $250 million acquisition of ALPS Holdings, Inc., which broadens the range of products and services DST offers to the investment management and brokerage industries, including a suite of asset-servicing and asset-gathering solutions. The acquisition of ALPS will be accretive to DST's reported and cash earnings per share in 2012.
Through its ongoing review, DST's Board identified strategic opportunities to further strengthen its business, adjust its capital structure and create value for shareholders. These opportunities include, among others:
· Monetizing certain of the Company's non-operating assets and investments, subject to market timing, pricing and tax efficiency considerations;
1
· Enhancing the outlook and performance of certain business units through additional investments and strategic partnerships;
· Returning capital to shareholders through additional share repurchases where excess cash from operations and monetization proceeds are not needed to pay down debt or other obligations or to generate greater returns by growing the Company's business organically or through acquisitions or strategic partnerships; and
· Improving the transparency and frequency of communications with the Company's shareholders and analysts, including providing additional information regarding the Company's unconsolidated affiliates and passive investments, such as its real estate assets.
DST has a long and successful history of returning capital to shareholders through significant share repurchases and a semi-annual cash dividend, which was instituted in 2010. Since January 1, 2005, DST has repurchased approximately 46.2 million shares, representing approximately 51.1% of the total shares outstanding, for total consideration of approximately $2.7 billion. During the third quarter of 2011 and through October 31, 2011, the Company repurchased 2.5 million shares for an aggregate consideration of $112.9 million.
Continuing this strategy, DST's Board has authorized an additional share repurchase program of 2 million shares of its common stock. The new share repurchase program will become effective on January 1, 2012 and expire on December 31, 2013. Stock repurchases may be made from time-to-time pursuant to this program, in the open market or through privately negotiated transactions or other means, at management's discretion, depending on market conditions and other factors, in accordance with Securities and Exchange Commission requirements.
BofA Merrill Lynch and Skadden, Arps, Slate, Meagher & Flom LLP are serving as independent financial and legal advisors, respectively, to DST's Board of Directors. Stinson Morrison Hecker LLP is acting as legal advisor to the Company.
The Company will discuss this announcement further on its third quarter 2011 financial results conference call to be held today at 7:30 A.M. Central Time. As previously announced, the dial-in number for domestic callers is (888) 802-8577 and for international callers is (404) 665-9928. Callers should reference the access code of 19375257 or DST's Third Quarter Earnings Release. Interested parties may also listen to the conference call via a live webcast from the DST Systems, Inc. website (www.dstsystems.com).
* * * * *
Safe Harbor Statement
Certain material presented in the press release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, (i) all statements, other than statements of historical fact, included in this press release that address activities, events or developments that we expect or anticipate will or may occur in the future or that
2
depend on future events, or (ii) statements about our future business plans and strategy and other statements that describe the Company's outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. Whenever used, words such as "may", "will", "would", "should", "potential", "strategy", "anticipates", "estimates", "expects", "project", "predict", "intends", "plans", "believes", "targets" and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements are uncertain and to some extent unpredictable, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such forward-looking statements. Factors that could cause results to differ materially from those anticipated include, but are not limited to, the risk factors and cautionary statements included in the Company's periodic and current reports (Forms 10-K, 10-Q and 8-K) filed from time to time with the Securities and Exchange Commission. All such factors should be considered in evaluating any forward-looking statements. The Company undertakes no obligation to update any forward-looking statements in this press release to reflect new information, future events or otherwise.
3

text: DST Systems, Inc.

text: DST Systems, Inc.

text: ALPS Holdings, Inc.

text: DST Systems, Inc.


text:
EX-99.1
16
tm215568d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
E2open and CC Neuberger Principal Holdings
I Complete Business Combination
Transaction Introduces E2open as a Publicly
Listed Company on the
New York Stock Exchange Under Symbol
"ETWO"
Leading End-to-End and Cloud-Based Supply
Chain Management SaaS Platform Positioned for Continued Growth and Value Creation
AUSTIN, TEXAS,
-
February 5, 2021
-
E2open (the "Company"), a leading provider of supply chain management software, and CC Neuberger Principal Holdings
I (NYSE: PCPL), a special purpose acquisition company, today announced that they have completed their business combination. The
transaction has been unanimously approved by the board of directors of CC Neuberger Principal Holdings I and was approved at a
special meeting of CC Neuberger Principal Holdings I shareholders on February 2, 2021. The common stock of the combined company
will trade under the symbol "ETWO" on the New York Stock Exchange, beginning February 5, 2021. Michael Farlekas, who
has served as CEO of the Company since 2015, will continue to lead the business.
E2open is a leading end-to-end and cloud-based supply chain
management SaaS platform. The Company's software solutions orchestrate complex global supply chains and drive compelling
value and ROI for its diverse and sophisticated blue-chip customers. Additionally, E2open benefits from attractive secular tailwinds
as companies endeavor to accelerate growth, reduce costs, increase visibility, and drive improved resiliency across their supply
chains in an increasingly complex global economy. The Company's software combines networks, data and applications to provide
a deeply embedded, mission-critical platform that allows customers to optimize their supply chain across channel shaping, business
planning, logistics, global trade, manufacturing and supply management.
"We are pleased to complete our business combination with
CC Neuberger Principal Holdings I and begin our next chapter as a public company", said Mr. Farlekas. "I am incredibly
proud of the work our team is doing to help our customers reduce costs and accelerate revenue using our supply chain management
software solutions. Leveraging our recapitalized balance sheet and the significant experience of the CC Capital, Neuberger Berman,
Insight Partners, and Evergreen Coast Capital Corp. (the private equity affiliate of Elliott Investment Management L.P.) teams,
we believe E2open is poised to accelerate its growth and capitalize on the significant opportunities to generate substantial value
for all stakeholders".
"
As an industry-leading
cloud technology platform, E2open is positioned to benefit from increased demand for supply chain management software solutions
going forward", said Chinh Chu and Douglas Newton, Co-Founders and Senior Managing Directors of CC Capital, as well as Charles
Kantor, Senior Portfolio Manager of Neuberger Berman. "We are excited about E2open's opportunity for organic growth
acceleration and strategically accretive acquisitions, and believe the Company has a long runway for value creation as a publicly
traded company".
Key Transaction Terms and Details
At the closing of the transaction, CC Neuberger Principal Holdings
I was domesticated as a Delaware corporation and its name has been changed to E2open Parent Holdings, Inc. (NYSE: ETWO).
-
1
-
A more detailed description of the transaction terms will be
included in a current report on Form 8-K to be filed by E2open Parent Holdings, Inc. with the U.S. Securities and Exchange Commission
("SEC").
Credit Suisse served as lead financial advisor and Lazard also
served as financial advisor to E2open. Morgan Stanley & Co. LLC and Goldman Sachs acted as M&A advisors to CC Neuberger
Principal Holdings I. Goldman Sachs acted as lead placement agent and lead capital markets advisor and Credit Suisse and Morgan
Stanley & Co. LLC were also placement agents for CC Neuberger Principal Holdings I. Willkie Farr & Gallagher LLP acted
as legal counsel to E2open and Kirkland & Ellis LLP acted as legal counsel to CC Neuberger Principal Holdings I.
About E2open
At E2open, we're creating a more connected, intelligent
supply chain. It starts with sensing and responding to real-time demand, supply and delivery constraints. Bringing together data
from clients, distribution channels, suppliers, contract manufacturers and logistics partners, our collaborative and agile supply
chain platform enables companies to use data in real time, with artificial intelligence and machine learning to drive smarter decisions.
All this complex information is delivered in a single view that encompasses your demand, supply and logistics ecosystems. E2open
is changing everything. Demand. Supply. Delivered.
Visit
www.e2open.com
.
E2open, the E2open logo and Harmony are registered trademarks
of E2open, LLC. All other trademarks, registered trademarks and service marks are the property of their respective owners.
About CC Neuberger Principal Holdings I
CC Neuberger Principal Holdings I is a special purpose acquisition
company that completed its initial public offering in April 2020, raising $414 million in proceeds. Led by Chinh Chu, Douglas Newton,
Charles Kantor and other senior professionals of CC Capital and Neuberger Berman, CC Neuberger Principal Holdings I was formed
for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses.
Forward-Looking Statements
Certain statements in this press release may be considered
forward-looking statements. Forward-looking statements generally relate to future events or E2open's future financial
or operating performance. For example, projections of future growth, financial performance and other metrics are
forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expect", "intend", "will,"
"estimate", "anticipate", "believe", "predict", "potential" or
"continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking
statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from
those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by E2open and its management, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted against E2open with respect to the completed business combination between CCNB1 and E2open
(the "Business Combination"); (2) the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the ability of E2open to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management and key employees; (3) changes in applicable
laws or regulations; (4) the possibility that E2open may be adversely affected by other economic, business and/or competitive
factors; (5) E2open's estimates of expenses and profitability; and (6) other risks and uncertainties set forth in the
section entitled "Risk Factors" and "Cautionary Note Regarding Forward- Looking Statements" in
CCNB1's final prospectus relating to its initial public offering, dated April 23, 2020, subsequent quarterly reports on
form 10-Q and definitive proxy statement, filed with the SEC on January 12, 2021 in connection with the Business Combination.
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set
forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.
You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. E2open does
not take any duty to update these forward-looking statements.
-
2
-
Contacts
Investor Contacts
Investor Contact:
ICR, Inc. for E2open
Michael Bowen / Marc P. Griffin
Investor.relations@E2open.com
646-277-1290
Media Contacts
CC Neuberger Principal Holdings I
CC Capital
Jonathan Keehner / Julie Hamilton / Kate Thompson
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Neuberger Berman
Alex Samuelson
Alexander.Samuelson@NB.com
(212) 476-5392
-
3
-

text:
CC Neuberger Principal Holdings
I

text:
CC Neuberger Principal Holdings
I

text: CC Neuberger Principal Holdings I

text: CC Neuberger Principal Holdings I

text: CC Neuberger Principal Holdings I

text:
CC Neuberger Principal Holdings
I

text: Credit Suisse

text: Lazard also

text: Morgan Stanley & Co. LLC

text: Goldman Sachs

text:
CC Neuberger
Principal Holdings I

text: Goldman Sachs

text: Credit Suisse

text:
Morgan
Stanley & Co. LLC

text: CC Neuberger Principal Holdings I

text: Willkie Farr & Gallagher LLP

text: Kirkland & Ellis LLP

text: CC Neuberger Principal Holdings I

text: CC Neuberger Principal Holdings I

text: CC Neuberger Principal Holdings I

text: CC Neuberger Principal Holdings I

text: CC Neuberger Principal Holdings I