text:
EX-99.1
2
ex991pressreleasenora.htm
FOR IMMEDIATE RELEASE
Media Contact:
Christine Needles
Global Corporate Communications
Christine.Needles@interface.com
+1 404-491-4660
Investor Contact:
Bruce Hausmann
Chief Financial Officer
Bruce.Hausmann@interface.com
+1 770-437-6802
Interface Completes Acquisition of Nora Systems
Interface Extends Reach into Performance Flooring with Acquisition of Rubber Flooring Company
ATLANTA - August 7
,
2018
- Interface
, Inc. (Nasdaq: TILE),
a leading global commercial flooring company and worldwide leader in sustainability, today closed its previously announced acquisition of nora systems via a stock purchase transaction valued at approximately $400 million. Nora is a global leader in performance flooring and worldwide share leader in the rubber flooring category, and was previously majority owned by investment firm Intermediate Capital Group (ICG).
This acquisition expands Interface's fast growing resilient flooring portfolio and advances its strategy to serve customers in high-growth segments such as healthcare, life sciences, education and transportation. Rubber flooring is ideal for applications that require hygienic, safe flooring with strong chemical resistance. Additionally, it is extremely durable compared to other flooring alternatives.
Nora is considered the leading premium brand in its category, and its rubber flooring products complement Interface's existing portfolio of modular carpet tile and LVT products. Moving forward, Interface will continue to offer rubber flooring under the nora® brand name.
"We expect the nora acquisition to accelerate our value creation strategy and drive positive results for all of our key stakeholders", said Jay Gould, Interface CEO. "We are eager to start working with our new nora colleagues to better serve our customers. Together we can deliver a wider range of options that meet our customers' requirements in different commercial applications, helping Interface and our customers to win in the marketplace".
The nora acquisition is expected to be accretive to Interface's adjusted earnings per share, beginning in the third quarter. Nora is anticipated to increase the company's Adjusted EPS, a non-GAAP measure, $0.03 to $0.06 in 2018, and $0.15 to $0.20 in 2019.
"We are pleased to deliver an accretive acquisition while maintaining a very manageable net debt leverage ratio", said Bruce Hausmann, Interface CFO. "At the same time, as we announced previously, we are financing the nora transaction with debt by amending and extending our existing credit facility which effectively refinances all of Interface's debt at lower rates while extending maturity dates out for five years. This is a fantastic outcome".
Non-GAAP Financial Measures
Interface provides adjusted earnings per share as additional information regarding its projected operating results in this press release. These measures are not in accordance with - or alternatives to - GAAP, and may be different from non-GAAP EPS and other non-GAAP measures used by other companies. Adjusted EPS excludes certain transaction costs and purchase accounting related amortization related to the nora acquisition. This news release should be read in conjunction with the Company's Current Report on Form 8-K furnished today to the U.S. Securities & Exchange Commission, which explains why Interface believes presentation of these non-GAAP measures provides useful information to investors, as well as any additional material purposes for which Interface uses these non-GAAP measures.
Interface at this time cannot reasonably quantify the GAAP basis impact of the nora transaction to earnings per share without unreasonable efforts, as such calculations are highly dependent upon the the nature of the purchase price accounting adjustments and their impacts going forward. While the ultimate effect of the transaction on Interface's future GAAP EPS cannot be predicted at this time for the reasons stated, we expect that for 2018 and 2019 the effect of the transaction will be negative to our GAAP EPS.
About Interface
Interface Inc. is a world-leading modular flooring company with a fully integrated collection of carpet tiles and resilient flooring. Our modular system helps customers create interior spaces while positively impacting the people who use them and our planet.
Our mission, Climate Take Back™, invites the industry to join us as we commit to running our business in a way that is restorative to the planet and creates a climate fit for life.
For additional information:
interface.com
and
blog.interface.com
. Follow Interface on
Twitter
,
YouTube
,
Facebook
,
Pinterest
,
LinkedIn
,
Instagram
, and
Vimeo
.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
:
Except for historical information contained herein, the other matters set forth in this news release are forward-looking statements. Forward-looking statements include, without limitation, the Company's expectations regarding the effect of the nora acquisition on the Company's results. Forward-looking statements may be identified by words such as "may", "expect", "forecast", "anticipate", "intend", "plan", "believe", "could", "seek", "project", "estimate", "target", "will" and similar expressions. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including: the risk that the Company may have overestimated the future contribution of the nora business to the Company's combined results; risks related to integration of the combined businesses; risks related to the increased indebtedness the Company will incur to complete the acquisition; risks related to the increased reliance on international business the Company will experience following the acquisition; and risks and uncertainties associated with economic conditions in the commercial interiors industry.
Risk and uncertainties that may cause actual results to differ materially from those predicted in forward-looking statements also include, but are not limited to, the discussion of specific risks and uncertainties under the following subheadings in "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017: "Sales of our principal products have been and may continue to be affected by adverse economic cycles in the renovation and construction of commercial and institutional buildings";
"
We compete with a large number of manufacturers in the highly competitive floorcovering products market, and some of these competitors have greater financial resources than we do. We may face challenges competing on price, making investments in our business or on product design"; "Our success depends significantly upon the efforts, abilities and continued service of our senior management executives, our principal design consultant and other key personnel (including sales personnel), and our loss of any of them could affect us adversely"; "Our substantial international operations are subject to various political, economic and other uncertainties that could adversely affect our business results, including by restrictive taxation or other government regulation and by foreign currency fluctuations"; "Concerns regarding the European sovereign debt and market perceptions about the instability of the euro, the potential re-introduction of individual currencies within the Eurozone, the potential dissolution of the euro entirely, or the U.K. exiting the European Union, could adversely affect our business, results of operations or financial condition"; "Large increases in the cost of petroleum-based raw materials could adversely affect us if we are unable to pass these cost increases through to our customers"; "Unanticipated termination or interruption of any of our arrangements with our primary third party suppliers of synthetic fiber or our sole third party supplier for luxury vinyl tile ("LVT") could have a material adverse effect on us"; "We have a significant amount of indebtedness, which could have important negative consequences to us"; "The market price of our common stock has been volatile and the value of your investment may decline"; "Our earnings in a future period could be adversely affected by non-cash adjustments to goodwill, if a future test of goodwill assets indicates a material impairment of those assets"; "Changes to our facilities could disrupt our operations"; "Our business operations could suffer significant losses from natural disasters, catastrophes, fire or other unexpected events"; and "Disruptions to or failures of our information technology systems could adversely effect on our business".
Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company assumes no responsibility to update or revise forward-looking statements made in this press release and cautions readers not to place undue reliance on any such forward-looking statements.
# # #

text: Bruce Hausmann

text: Interface

override: organization

text: Nora Systems

text: Interface

text:
Interface
, Inc.

text: nora systems

label: fund

text: Intermediate Capital Group

text: Interface

text: Interface

text: Interface

text: Interface

text: Interface

text: Interface

text: Bruce Hausmann

text: Interface

text: Interface

text: Interface

text: Interface

text: Interface

text: Interface

text: Interface

text: Interface

text: Interface


dataset: buster

text:
EX-99.1
3
a8-k8x6x13ex991.htm
NEWS RELEASE DATED AUGUST 1, 2013
8-K 8-6-13 EX 99.1
Kingsway Announces Closing of Previously Announced Sale of its Holdings of Atlas Preferred Shares
Toronto, Ontario (August 1, 2013) - (TSX: KFS, NYSE: KFS) Kingsway Financial Services Inc. ("Kingsway" or the "Company") announced today that it entered into a definitive agreement with Atlas Financial Holdings, Inc. ("Atlas") to sell all of the outstanding preferred shares of Atlas that it owns for 90% of liquidation value, or U.S.$16.2 million. The transaction closed today. Approximately U.S.$8.3 million of the purchase price was paid today upon the execution of the agreement, with the remaining amount to be paid over time as disclosed in the Company's July 8, 2013 press release and related 8-K filing.
About the Company
Kingsway is a holding company functioning as a merchant bank with a focus on long-term value-creation. The Company owns or controls stakes in several insurance industry assets and utilizes its subsidiaries, 1347 Advisors LLC and 1347 Capital LLC, to pursue opportunities acting as an advisor, an investor and a financier. The common shares of Kingsway are listed on the Toronto Stock Exchange and the New York Stock Exchange under the trading symbol "KFS".
Forward-Looking Statements
This press release includes "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 that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as "expects", "believes", "anticipates", "intends", "estimates", "seeks" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect Kingsway management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including, without limitation, our potential inability to complete the proposed rights offering. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward looking statements, please refer to the section entitled "Risk Factors" in the Company's 2012 Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise.

label: organization

text: Kingsway

text: Kingsway Financial Services Inc.

text: Kingsway

text: Atlas Financial Holdings, Inc.

text: Kingsway

text: Kingsway

text: Kingsway

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
7
ex99-1.htm
PRESS RELEASE
Exhibit 99.1
Contact:
Tripp Sullivan
SCR Partners
(615) 760-1104
TSullivan@scr-ir.com
Plymouth Industrial REIT Completes $97 Million Portfolio
Acquisition and Strategic Investment from Madison International Realty to Further Improve Capital Structure and Accelerate AFFO
Growth in 2019
Highlights
·
$97.1 million Jacksonville portfolio expected to generate $8.2 million of incremental NOI in 2019, an approximate 25% increase
over full year 2018 guidance
·
Proceeds from $75.0 million Madison investment largely used to fund portfolio acquisition, payoff the $31.2 million term
loan and support a $5 million common stock repurchase program
·
Impact from both transactions is estimated to generate substantial AFFO growth nearly double 2018's expected results
and positive dividend payout ratios for 2019
BOSTON-(December 17, 2018) Plymouth Industrial REIT,
Inc. (the "Company") (NYSE American: PLYM) has completed the previously announced strategic investment by an affiliate
of Madison International Realty Holdings, LLC ("Madison") totaling $75.0 million. The investment was completed on December
14 coterminously with the closing of the previously announced acquisition of a 20-building, 1.1 million-square-foot light industrial
and flex portfolio in Jacksonville, Florida for $97.1 million.
Proceeds from the investment were used to fund the repayment
of a $31.2 million term loan with KeyBank that was to mature in August 2021; deploy $34.0 million to partially fund the Jacksonville
acquisition; fund a $5.0 million stock repurchase program authorized by the Board; and for working capital and other corporate
expenses, including closing costs.
Jeff Witherell, Chairman and Chief Executive Officer of
Plymouth Industrial REIT, noted, "We have demonstrated throughout our early life as a public company that we can source accretive
acquisitions that fuel our near and long-term growth plans while providing significant scale in some of the more attractive industrial
markets in the country. With these announcements, we have taken a dramatic step forward in Jacksonville and with a proven partner
that opens us up for future growth.
"The immediate impact on our estimated AFFO growth
for 2019 is substantial and is expected to nearly double our AFFO from 2018 and result in an annual dividend payout ratio of less
than 80%. As this growth becomes more fully realized in our valuation, which the Board's stock repurchase authorization recognizes
is not currently connected to the Company's view of its real value, we would expect the true benefits of this investment
to become more evident".
Jacksonville Southside Business Park Portfolio
The acquisition was funded with approximately $34 million
in proceeds from the Madison investment and a $63 million short-term loan from KeyBank that bears interest at a rate of 100 basis
points over LIBOR. Plymouth intends to refinance the loan in 2019 with secured financing.
The portfolio consists of three business parks totaling
20 buildings and 1,133,516 square feet of institutional quality light industrial and flex assets. The buildings are in close proximity
to one another in the highly desirable Southside submarket of Jacksonville, centered by the intersection of Interstate 95 and J.
Turner Butler Boulevard. The properties are currently 96% leased to 40 tenants. The portfolio has a weighted average lease term
of over three years remaining and contains national and regional tenants such as Comcast, Veritiv, Cintas, Staples, Cardinal Health,
The Home Depot and Johnson Controls.
Madison International Realty Investment
As previously announced, the Company sold Madison 4,411,764
shares of its Series B Convertible Redeemable Preferred Stock at a price of $17.00 per share, or $75.0 million aggregate consideration,
in a private placement. The shares of Series B Convertible Redeemable Preferred Stock are convertible into shares of the Company's
common stock, at the option of the holders, commencing on January 1, 2022. Prior to the receipt of stockholder approval, such conversion
into shares of common stock is limited to the aggregate of the 19.99% limit under applicable NYSE American rules.
The annual cash dividend on each share of Series B Convertible
Redeemable Preferred Stock is 3.25%, or $0.5525 per share, for the period from the closing of the private placement through December
31, 2019, and is payable when, as and if declared by the Company's Board of Directors, quarterly in cash on January 15, April
15, July 15 and October 15 of each year, commencing on January 15, 2019. The annual cash rate increases to 3.50% in year two; 3.75%
in year three; 4.00% in year four; 6.50% in year five; and 12.00% in year six. As noted below, the liquidation preference of Series
B Convertible Redeemable Preferred Stock accretes at a higher annual internal rate or return.
The shares of Series B Convertible Redeemable Preferred
Stock have a liquidation preference in an amount per share equal to the greater of (i) an amount necessary for the holders to receive
a 12% annual internal rate of return on the issue price of $17.00 and (ii) $21.89, subject to adjustment, plus accrued and unpaid
dividends. Concurrently with the closing of the private placement, the Company and Madison entered into an agreement requiring
the Company to file a registration statement with the Securities and Exchange Commission to register for resale the shares of the
Company's common stock issuable upon the conversion of the Series B Convertible Redeemable Preferred Stock on or before the
date that is 60 days prior to the third anniversary of the closing of the private placement.
Sandler O'Neill + Partners served as an advisor
to the Company on the strategic investment.
$5.0 Million Stock Repurchase Program
The Board of Directors authorized a stock repurchase plan
providing for the purchase in the aggregate of up to $5 million of the Company's common stock. Plymouth currently has 4,821,876
shares of common stock outstanding.
Repurchases of shares will be made in accordance with
applicable securities laws and may be made from time to time through solicited or unsolicited transactions in the open market or
by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including stock acquisition
price, regulatory limitations and other market and economic factors. No limit was placed on the duration of the repurchase program.
The stock repurchase program does not require the Company to repurchase any specific number of shares, and the Company may terminate
the repurchase program at any time.
About Plymouth
Plymouth Industrial REIT, Inc. is a vertically integrated
and self-managed real estate investment trust focused on the acquisition and operation of single and multi-tenant industrial properties
located in secondary and select primary markets across the United States. The Company seeks to acquire properties that provide
income and growth that enable the Company to leverage its real estate operating expertise to enhance shareholder value through
active asset management, prudent property re-positioning and disciplined capital deployment.
About Madison International Realty
Madison International Realty (www.madisonint.com) is a
leading liquidity provider to real estate investors worldwide. Madison provides joint venture and preferred equity capital for
real estate owners and investors that are looking to de-lever their properties; seek an exit strategy; or where existing sponsors
seek to sell a portion of their ownership position. The firm provides equity for recapitalizations, partner buyouts and capital
infusions; and acquires joint venture, limited partner and co-investment interests as principals. Madison focuses solely on existing
properties and portfolios in the U.S., U.K., and Western Europe. Madison has offices in New York, London and Frankfurt, Germany,
where the firm operates under the name of Madison International Realty GmbH.
Forward-Looking Statements
This press release
includes "forward-looking statements"
that are made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933, as amended, and of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking
statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this
press release, which are not strictly historical statements, including, without limitation, statements regarding the expected use
of proceeds from the offering and management's plans, objectives and strategies, constitute forward-looking statements. The Company
can provide no assurances that the net proceeds from the offering will be used as indicated. Such forward-looking statements are
subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those
anticipated by the forward-looking statement, many of which may be beyond our control.
Forward-looking
statements generally can be identified by the use of forward-looking terminology such as "may", "plan,"
"seek", "will", "expect", "intend", "estimate", "anticipate,"
"believe" or "continue" or the negative thereof or variations thereon or similar terminology. Any forward-looking
information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update
or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
###

text: Plymouth Industrial REIT

text: Madison International Realty

override: fund

text:
Plymouth Industrial REIT,
Inc.

label: person

text: Jeff Witherell

text: Plymouth Industrial REIT

text: Madison International Realty

text: Sandler O'Neill + Partners

text: Plymouth Industrial REIT, Inc.

text: Madison International Realty

text: Madison International Realty

text: Madison International Realty


text:
EX-99.2
10
a11-26154_1ex99d2.htm
EX-99.2
Exhibit 99.2
FOR IMMEDIATE RELEASE
NR11-27
DYNEGY INC. ACQUIRES DIRECT OWNERSHIP
OF SUBSIDIARY DYNEGY COAL HOLDCO, LLC
HOUSTON, September 1, 2011 - Dynegy Inc. (the Company) (NYSE: DYN) today announced that it has acquired direct ownership of Dynegy Coal Holdco, LLC (Coal Holdco), the indirect parent of the Company's subsidiary Dynegy Midwest Generation, LLC (CoalCo). As announced on August 8, 2011, the Company established CoalCo as part of an internal restructuring designed to increase flexibility and optimize asset value by creating separate coal-fueled and gas-fueled power generation units, for which $1.7 billion in stand alone first lien financings were obtained. The transfer of Coal Holdco will help the Company delever its consolidated balance sheet by facilitating one or more potential transactions, which are currently under consideration by the Finance and Restructuring Committee of the Board. These potential transactions include exchanges of some or all of Dynegy Holdings' outstanding $3.5 billion in notes for new notes and/or cash. Such transactions may be implemented in privately-negotiated transactions or otherwise.
The Company's management and Board of Directors concluded that the fair value of the acquired equity stake in Coal Holdco, after taking into account all debt obligations of CoalCo, including in particular its new $600 million, five-year senior secured term loan facility, is approximately $1.25 billion. This value was provided to Coal Holdco's former direct parent, Dynegy Gas Investments, LLC (DGI) through the Company's issuance of an undertaking to make proportionate payments at the times that Dynegy Holdings is obligated to make payments of principal and interest under its $1.1 billion of 7.75% notes due 2019 and its $175 million of 7.625% notes due 2026. The undertaking does not provide any rights or obligations with respect to any outstanding Dynegy Holdings notes, including the notes due in 2019 and 2026.
Immediately after closing the transfer, the undertaking was assigned by DGI to its parent, Dynegy Holdings, for a note in the amount of $1.25 billion that matures in 2027. The undertaking provides for the reduction of the Company's obligations if it or its subsidiaries (other than Dynegy Holdings and its subsidiaries) acquire or retire any of Dynegy Holdings' outstanding $3.5 billion of notes.
FORWARD LOOKING STATEMENTS
This press release contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as "forward-looking statements", particularly those statements concerning the Acquisition and the expected benefits therefrom, as well as any further restructuring steps. Discussion of risks and uncertainties that could cause actual results to differ materially from current projections, forecasts, estimates and expectations of Dynegy is contained in Dynegy's filings with the Securities and Exchange Commission (the SEC). Specifically, Dynegy makes reference to, and incorporates herein by reference, the section entitled "Risk Factors" in its most recent Form 10-K and subsequent reports on Form 10-Q. In addition to the risks and uncertainties set forth in Dynegy's SEC
filings, the forward-looking statements described in this press release could be affected by, among other things,(i) the anticipated effectiveness of the overall restructuring activities and any additional strategies to address Dynegy's liquidity and capital resources including accessing the capital markets; (ii) limitations on Dynegy's ability to utilize previously incurred federal net operating losses or alternative minimum tax credits; (iii) the timing and anticipated benefits to be achieved through Dynegy's cost savings programs; (iv) beliefs and assumptions relating to liquidity, available borrowing capacity and capital resources generally, including the extent to which such liquidity could be affected by poor economic and financial market conditions or new regulations and any resulting impacts on financial institutions and other current and potential counterparties; (v) expectations regarding environmental matters, including costs of compliance, availability and adequacy of emission credits, and the impact of ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate change, air emissions, cooling water intake structures, coal combustion byproducts, and other laws and regulations to which Dynegy is, or could become, subject; (vi) beliefs about commodity pricing and generation volumes; (vii) beliefs, assumptions and projections regarding the demand for power, generation volumes and commodity pricing, including natural gas prices and the impact on such prices from shale gas proliferation and the timing of a recovery in natural gas prices, if any; (viii) sufficiency of, access to and costs associated with coal, fuel oil and natural gas inventories and transportation thereof; (ix) beliefs and assumptions about market competition, generation capacity and regional supply and demand characteristics of the wholesale power generation market, including the anticipation of higher market pricing over the longer term; (x) beliefs and assumptions regarding Dynegy's ability to enhance or protect long-term value for stockholders; (xi) the effectiveness of Dynegy's strategies to capture opportunities presented by changes in commodity prices and to manage its exposure to energy price volatility; (xii) beliefs and assumptions about weather and general economic conditions; (xiii) expectations regarding Dynegy's new credit facilities compliance, collateral demands, interest expense and other payments; (xiv) Dynegy's focus on safety and its ability to efficiently operate its assets so as to maximize its revenue generating opportunities and operating margins; (xv) beliefs about the outcome of legal, regulatory, administrative and legislative matters; and (xvi) expectations and estimates regarding capital and maintenance expenditures, including the Midwest Consent Decree and its associated costs. Any or all of Dynegy's forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond Dynegy's control.
SOURCE: Dynegy Inc.
Dynegy Inc.
Media: 713-767-5800
or
Analysts: 713-507-6466
2

text: DYNEGY INC.

text: DYNEGY COAL HOLDCO, LLC

text: Dynegy Inc.

text: Dynegy Coal Holdco, LLC

text: Dynegy Inc.

text: Dynegy Inc.


text:
EX-99.1
12
a15-24190_1ex99d1.htm
EX-99.1
Exhibit 99.1
Contact:
Robert Jaffe
Robert Jaffe Co., LLC
(424) 288-4098
LANNETT COMPLETES MAJOR ACQUISITION OF KREMERS URBAN PHARMACEUTICALS FOR $1.23 BILLION
·
Acquisition creates key player in generic drug industry
·
Strategic expansion, diversifies product portfolio, augments R&D pipeline
Philadelphia, PA
-
November 27, 2015
- Lannett Company, Inc. (NYSE: LCI) today announced that it has completed the acquisition of Kremers Urban Pharmaceuticals Inc. (KU), the U.S. specialty generic pharmaceuticals subsidiary of global biopharmaceuticals company UCB S.A. (Euronext: UCB).
Lannett has acquired KU from UCB for total consideration of approximately US$1.23 billion, subject to certain adjustments, including a customary working capital adjustment, a deduction of certain reimbursable amounts payable in connection with the financing of the transaction, and a reduction for any indebtedness and unpaid transaction expenses of KU existing at closing. In connection with the transaction, Lannett issued to UCB US$200 million senior unsecured notes along with 2.5 million warrants, which may be net settled. UCB will also be eligible to receive contingent payments for Methylphenidate HCI ER when the product's AB rating is restored.
"We are pleased to complete this transformational transaction that further establishes Lannett as a premier specialty pharmaceutical company", said Arthur Bedrosian, chief executive officer of Lannett. "KU is a highly profitable business that extends our size, scale and reach. With the acquisition, we have expanded and strategically diversified our product portfolio and pipeline, and added complementary research and development expertise. I thank the leadership teams and employees of both organizations for their continuing dedication and look forward to the opportunities ahead for our combined company".
Lannett expects to provide updated fiscal 2016 full-year guidance for the combined company in mid-December.
The KU acquisition was financed by a combination of proceeds of a recently completed $1.285 billion debt financing and cash on hand. In connection with the acquisition, Lannett has entered into a $1.035 billion secured credit facility and issued $250 million of senior unsecured notes (including those issued to UCB), the proceeds of which were used to fund the acquisition and related transaction costs. The secured credit facility comprises a $910 million term loan facility and a $125 million revolving credit facility,
which will be available to Lannett for working capital and other general corporate purposes, such as future acquisitions.
The combined company generated pro-forma revenues of more than $800 million for the 12 months ended June 30, 2015. KU brings a diversified commercial product portfolio of 18 products; a strong pipeline that includes 11 product applications pending at the FDA, of which five include Paragraph IV certifications, and 17 product candidates in various stages of development, including one 505(b)(2) product opportunity; and a recently inspected 300,000 square foot manufacturing facility in Seymour, Indiana. In addition, Lannett believes that there is an opportunity for synergies through enhanced efficiencies and economies of scale.
Lannett and UCB intend to continue to look for other potential opportunities for further business collaborations.
Debevoise & Plimpton LLP and Fox Rothschild LLP served as legal advisors to Lannett. ROTH Capital Partners, LLC served as advisors to Lannett's Board of Directors.
About Lannett Company, Inc.:
Lannett Company, founded in 1942, develops, manufactures, packages, markets and distributes generic pharmaceutical
products for a wide range of medical indications. For more information, visit the company's website at www.lannett.com.
This news release contains certain statements of a forward-looking nature relating to future events or future business performance. Any such statement, including, but not limited to, statements regarding the expected benefits of the transaction, Lannett's ability to successfully develop and commercialize additional pharmaceutical products, Lannett's ability to achieve anticipated synergies and cost savings, and receiving regulatory approvals, whether expressed or implied, is subject to market and other conditions, and subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated due to a number of factors which include, but are not limited to, the risk factors discussed in Lannett's annual report on Form 10-K and other documents filed with the SEC from time to time. These forward-looking statements represent Lannett's judgment as of the date of this news release. Lannett disclaims any intent or obligation to update these forward-looking statements even if new information becomes available, as a result of future events or for any other reason. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.
# # #

text: LANNETT

text: KREMERS URBAN PHARMACEUTICALS

text: Lannett Company, Inc.

text: Kremers Urban Pharmaceuticals Inc.

text: UCB S.A.

text: UCB

text: Lannett

text: UCB

text: Lannett

text: UCB

text: UCB

text: Lannett

text: Arthur Bedrosian

text: Lannett

text: Lannett

text: Lannett

text: UCB

text: Lannett

text: Lannett

text: Lannett

text: UCB

text: Debevoise & Plimpton LLP

text: Fox Rothschild LLP

text: Lannett

text: ROTH Capital Partners, LLC

text: Lannett

text: Lannett Company, Inc.

text: Lannett

text: Lannett

text: Lannett

text: Lannett

text: Lannett


text:
EX-99.1
10
d431172dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Spirit Realty Capital Announces Completion of
Spin-Off
of SMTA REIT
DALLAS, Texas, June 1, 2018 - Spirit Realty Capital, Inc. (NYSE: SRC) ("Spirit" or the "Company") announced today that the
previously announced
spin-off
of Spirit MTA REIT has been completed. Shares of Spirit MTA REIT will begin regular trading today on the New York Stock Exchange under the ticker "SMTA". SRC common
stockholders of record on May 18, 2018 received one share of SMTA common stock for every 10 shares of SRC common stock.
"We are very pleased to
have completed this important transaction that we believe will benefit all Spirit shareholders. I would like to thank the entire team at Spirit, especially our accounting and legal staff and our Board of Directors, for their hard work and dedication
over the past year", stated Jackson Hsieh, President and Chief Executive Officer of Spirit. "Spirit now has one of the strongest and most diversified single-tenant portfolios in its sector. With our enhanced operational platform and
sector-leading, low levered balance sheet, we are positioned for consistent long term growth".
As a result of the
spin-off,
Spirit MTA REIT is now a separate and independent publicly traded real estate investment trust. Spirit MTA REIT owns, directly and indirectly, the assets that collateralize Master Trust 2014
(previously part of Spirit's asset-backed securitization program), all the properties leased by Shopko Retail Shops Holding Corp. and certain of its affiliates, as well as certain other assets. Spirit will continue to provide asset and property
management services to Spirit MTA REIT.
"SMTA offers investors a differentiated opportunity to invest in a preeminent
net-lease
master trust portfolio, with a highly focused strategy to monetize
non-core
assets, optimize and grow the value of the master trust and maximize cash flow
distributions to stockholders. SMTA will also benefit from an experienced, aligned asset and property manager in Spirit, and our experienced independent board of directors", stated Ricardo Rodriguez, Interim Chief Executive Officer, Chief
Financial Officer and Treasurer of Spirit MTA REIT.
ABOUT SPIRIT REALTY
Spirit Realty Capital, Inc. (NYSE: SRC) is a premier
net-lease
real estate investment trust that primarily invests in
high-quality, operationally essential real estate, subject to long-term, net leases. Over the past decade, Spirit has become an industry leader and owner of income-producing, strategically located retail, industrial, office and data center
properties.
As of March 31, 2018, our diversified portfolio was comprised of 2,446 properties, including properties securing mortgage loans made by
the Company. Our properties, with an aggregate gross leasable area of approximately 48.3 million square feet, are leased to approximately 417 tenants across 49 states and 32 industries.
About SMTA REIT
Spirit MTA REIT (NYSE: SMTA) is a
net-lease
real estate investment trust (REIT) headquartered in Dallas, Texas. SMTA owns one of the largest, most diversified and seasoned commercial real estate backed
master funding vehicles. Our strategy relies on the disposition of
non-core
properties, disciplined acquisitions, proactive portfolio management and
return of capital to shareholders. SMTA is managed by Spirit Realty Capital, Inc. (NYSE: SRC), one of the largest publicly traded triple
net-lease
REITs.
SPIRIT REALTY Forward-looking and Cautionary Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities
laws. These forward-looking statements can be identified by the use of words such as "expect", "plan", "will", "estimate", "project", "intend", "believe", "guidance,"
and other similar expressions that do not relate to historical matters. These forward-looking statements are subject to known and unknown risks and uncertainties that can cause actual results to differ materially from those currently anticipated due
to a number of factors, which include, but are not limited to, Spirit's continued ability to source new investments, risks associated with using debt to fund Spirit's business activities (including refinancing and interest rate risks,
changes in interest rates and/or credit spreads, changes in the price of our common stock, and conditions of the equity and debt capital markets, generally), unknown liabilities acquired in connection with acquired properties or interests in
real-estate related entities, general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of our properties, the inability to enter into or renew leases at favorable rates,
portfolio occupancy varying from our expectations, dependence on tenants' financial condition and operating performance, and competition from other developers, owners and operators of real estate), the financial performance of our retail
tenants and the demand for retail space, particularly with respect to challenges being experienced by general merchandise retailers, potential fluctuations in the consumer price index, risks associated with our failure to maintain our status as a
REIT under the Internal Revenue Code of 1986, as amended, and other additional risks discussed in Spirit's most recent filings with the SEC, including its Annual Report on Form
10-K,
and in Spirit MTA
REIT's registration statement on Form 10, as amended. Spirit and Spirit MTA REIT expressly disclaim any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by law.
SMTA REIT Forward-looking and Cautionary Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal
securities laws. These forward-looking statements can be identified by the use of words such as "expect", "plan", "will", "estimate", "project", "intend", "believe,"
"guidance", and other similar expressions that do not relate to historical matters. These forward-looking statements are subject to known and unknown risks and uncertainties that can cause actual results to differ materially from those
currently anticipated due to a number of factors, which include, but are not limited to, SMTA REIT's ability to realize its asset disposition plan by selling down assets leased to Shopko; SMTA REIT's significant leverage, which may expose
it to the risk of default under its debt obligations; risks associated with using debt to fund SMTA REIT's business activities (including its ability to use Master Trust 2014, an asset-backed securitization trust, as its main financing vehicle,
changes in interest rates and conditions of the debt capital markets, generally); SMTA REIT's dependence on its external manager, Spirit Realty, L.P., to conduct its business and achieve its investment objectives; SMTA REIT's continued
ability to source new investments; unknown liabilities acquired in connection with acquired properties or interests in real-estate related entities; general
risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of SMTA REIT's properties, the inability to enter into or renew leases
at favorable rates, portfolio occupancy varying from expectations, dependence on tenants' financial condition and operating performance, and competition from other developers, owners and operators of real estate); the financial performance of
SMTA REIT's tenants and the demand for traditional retail and restaurant space; potential fluctuations in the consumer price index; risks associated with SMTA REIT's failure to maintain its status as a REIT under the Internal Revenue Code
of 1986, as amended, and other additional risks discussed in SMTA REIT's most recent filings with the SEC, including its registration statement on Form 10, as amended. SMTA REIT expressly disclaim any responsibility to update or revise
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Investor Contacts:
Spirit Realty Capital
(972)
476-1403
InvestorRelations@spiritrealty.com
Spirit MTA REIT
(972)
476-1409
smtainvestorrelations@spiritrealty.com

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Jackson Hsieh

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Ricardo Rodriguez

text: Spirit

text: SPIRIT

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: SPIRIT

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit

text: Spirit


text:
EX-99
5
prsrelease-1229.txt
99.4
Exhibit 99.4
------------
FOR IMMEDIATE RELEASE
CONTACT:
Ron Kochman
Volt Delta Resources LLC
(212) 704-2400
VOLT DELTA RESOURCES LLC REPURCHASES 24% MINORITY INTEREST
FROM NORTEL NETWORKS
NEW YORK-December 29, 2005 -Volt Delta Resources LLC, a subsidiary of Volt
Information Sciences, Inc. [NYSE: VOL] announced today that it has repurchased
the minority interest which Nortel Networks* had received for contributing
certain assets and certain liabilities of its directory and operator services
business to VoltDelta in August, 2004.
Under the terms of the agreement, Volt Delta will pay Nortel Networks
approximately $56.4 million for its 24% minority interest in the LLC, and a
distribution of excess cash of approximately $5.4 million.
Volt Delta and Nortel Networks will continue to work together to develop feature
content and release schedules for, and to ensure compatibility and
interoperability between, Nortel Networks Traffic Operator Position Systems and
Volt Delta's IWS/MWS operator workstations and associated products under the
initial 10-year relationship agreement.
For the nine months ending July 31, 2005 Volt Delta, which is reported as Volt's
Computer systems segment, reported operating profits of $24.6 million on $127.9
million in revenue.
Volt Delta, a subsidiary of Volt Information Sciences, is a leading provider of
enhanced directory assistance solutions and information services to the global
telecommunications market. Thirty years of operator services experience have
enabled Volt Delta to meet evolving market requirements providing innovative
technology and services to wireline and wireless markets. For further
information please visit www.voltdelta.com or www.volt.com.
Volt Information Sciences, Inc. (NYSE: VOL) is a leading national provider of
Staffing Services and Telecommunications and Information Solutions for its
Fortune 100 customer base. Operating through a network of over 300 Volt Services
Group locations, the Staffing Services segment fulfills IT and other technical,
commercial, and industrial placement requirements of its customers, on both a
temporary and permanent basis. The Telecommunications and Information Solutions
businesses provide complete telephone directory production and directory
publishing; a full spectrum of telecommunications construction, installation and
engineering services; and advanced information and operator services systems for
telephone companies. For additional information, please visit the Volt
Information Sciences, Inc., web site at http://www.volt.com.
This press release contains forward-looking statements which are subject to a
number of known and unknown risks, including general economic, competitive and
other business conditions, the degree and timing of customer utilization and the
rate of renewals of contracts with the Company, that could cause actual results,
performance and achievements to differ materially from those described or
implied in the forward-looking statements. Information concerning these and
other factors that could cause actual results to differ materially from those in
the forward-looking statements is contained in Volt's reports filed with the
Securities and Exchange Commission. Copies of Volt's latest Annual Report on
Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the
Securities and Exchange Commission and the New York Stock Exchange, are
available without charge upon request to Volt Information Sciences, Inc., 560
Lexington Avenue, New York, New York 10022, 212-704-2400, Attention: Shareholder
Relations. These and other SEC filings by Volt are also available to the public
over the Internet at the SEC's website at http://www.sec.gov and at the Volt's
website at http://www.volt.com in the Investor Information section.
-end-
* NORTEL NETWORKS IS A TRADEMARK OF NORTEL NETWORKS.

text: Volt Delta Resources LLC

text: VOLT DELTA RESOURCES LLC

text: NORTEL NETWORKS

text: Volt Delta Resources LLC

text: Nortel Networks

text: Volt Delta

text: Nortel Networks

text: Volt Delta

text: Nortel Networks

text: Nortel Networks

text: Volt Delta

text: Volt Delta

text: Volt Delta

text: Volt Delta

text: NORTEL NETWORKS

text: NORTEL NETWORKS


text:
EX-99.1
2
greatplainsexh991.htm
PRESS RELEASE DATED JANUARY 2, 2014 (FURNISHED HEREWITH).
greatplainsexh991.htm
Exhibit 99.1
Great Plains Holdings, Inc. closes on first Real Estate Asset located in Wildwood, FL
The Villages, FL January 2, 2014 - Great Plains Holdings, Inc. (OTCQB: GTPH) is pleased to announce its wholly owned subsidiary, Ashland Holdings, LLC, has closed on the purchase of two adjacent parcels of land in Wildwood, FL totaling approximately 0.9 acres. The acquisition includes a 1,400 square foot corporate office building and an additional parcel of land that includes a mobile home.
The all cash purchase was made from TD Bank, N.A. for a total price of $47,500. In August 2007 these two parcels sold for $250,000 according to Sumter County, Florida records.
Great Plains Holdings, Inc, and its subsidiaries Ashland Holdings & LiL Marc Inc. plan to occupy one or more of the five office spaces located on this property to accommodate our expected expansion. Until we need all of the office space, we are considering leasing the vacant offices to tenants in order to derive revenues.
"
This is a great acquisition for the company that adds hard assets to the balance sheet without any debt. I love that Great Plains
'
vision is coming together so quickly. Our Management Team is dedicated to increasing assets and revenue.
"
-
Denis Espinoza, President
About Great Plains Holdings, Inc.:
Our current principal business activity is the manufacturing and marketing of the "LiL Marc" urinal used in the training of male toddlers. LiL Marc, Inc. is a wholly owned subsidiary of Great Plains Holdings, Inc. Also, through Ashland Holdings, LLC, a wholly owned subsidiary of Great Plains Holdings, Inc., we are committed to the diversification of our business through the acquisition and operation of commercial real estate, including but not limited to self storage facilities, apartment buildings, 55+ senior manufactured homes communities, and other income producing properties.
Safe Harbor Statement
This news release contains statements that involve expectations, plans or intentions (such as those relating to future business or financial results) and other factors discussed from time to time in the Company's Securities and Exchange Commission filings. These statements are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as "may", "should", "expect", "anticipate", "believe", "estimate", "intend", "plan" and other similar expressions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors not within the control of the company. The company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Contact:
Kent Campbell
Chief Executive Officer
(352) 561-8182

text: Great Plains Holdings, Inc.

text: Great Plains Holdings, Inc.

text: TD Bank, N.A.

text: Denis Espinoza

text: Great Plains Holdings, Inc.

text: Great Plains Holdings, Inc.

text: Great Plains Holdings, Inc.

text: Kent Campbell


text:
EX-99.1
2
a05-14492_8ex99d1.htm
EX-99.1
Exhibit
99.1
FOR
IMMEDIATE RELEASE
CKX, INC.
Media
Contact: Sean Cassidy
212-981-5233
Ed Tagliaferri
212-981-5182
Robert Zimmerman
212-981-5118
CKX COMPLETES ACQUISITION OF MBST ENTERTAINMENT
New
York, New York - August 10, 2005 - CKX, Inc. (NASDAQ: CKXE) announced
today that it had consummated its previously announced acquisition of Morra,
Brezner, Steinberg & Tenenbaum Entertainment, Inc. ("MBST"), a
leading manager of comedic talent and producer of motion pictures and
television programming, and has entered into long-term employment relationships
with the principals of MBST, Larry Brezner, David Steinberg and Steve
Tenenbaum, who will continue to oversee the day-to-day operations of MBST.
MBST is a full service
management company with a roster of more than 35 clients, representing an array
of Oscar, Tony, Emmy and Grammy winning artists including Robin Williams, Billy
Crystal and Woody Allen for more than 25 years each, jazz legend John
Pizzarelli for 10 years, and comedian/writer Jeff Ross, comedian Jim Norton and
Emmy award winning director Bob Weide, each for more than 3 years. MBST has had
an advisory relationship with Apple Corps, the holding corporation for the
Beatles, for more than 15 years, though Mr. Tenenbaum's relationship with
Apple goes back more than 25 years. MBST
also has had a relationship with Alain Boublil, the author of the Tony award
winning Les Miserables, for more than 15 years.
In addition to its management activities, MBST has been responsible for
the production of numerous motion pictures and television productions over the
years, including
Arthur
,
Good Morning
Vietnam
,
Throw Momma From the
Train, The Vanishing
and the soon to be released Disney motion
picture,
The Greatest Game Ever Played
, based
upon the best selling book by Mark Frost.
"The opportunity to combine the demonstrated
capabilities of MBST in the worlds of film, television and comedy with our
existing operations, including 19 Entertainment, to create new film and
television projects is an exciting prospect", commented Robert F.X. Sillerman,
Chairman and CEO of CKX. "We intend to
continue to move forward with plans already in the works to develop a major new
comedic television show and will explore additional opportunities to capitalize
on our growing in-house creative talent and expertise".
About CKX
CKX, Inc. is engaged in the ownership,
development and commercial utilization of entertainment content. To date, we
have focused on acquiring globally recognized entertainment content and related
assets, including the rights to the name, image and likeness of Elvis Presley,
the operations of Graceland and proprietary rights to the IDOLS television
brand, including the American Idol series in the United States, the Pop Idol
series in the United Kingdom and local adaptations of the IDOLS television show
format which, collectively, air in over 30 countries around the world. We plan
to continue to make strategic acquisitions of, or partner or align with,
1
companies or individuals that control various forms
of established entertainment content, which may include intellectual property
rights in music, film, television programming, written works and characters,
rights to names, images and likenesses, video games, corporate brands and other
related assets.
This document includes
certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations or beliefs, and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from those expressed or
implied by the statements herein due to changes in economic, business,
competitive, technological and/or regulatory factors, acquisitions of dispositions of
business assets, and the potential impact of future decisions by management
that may result in merger and restructuring charges, as well as the potential
impact of any future impairment charges to goodwill or other intangible assets.
More detailed information about these factors may be found in filings by CKX, Inc.
with the Securities and Exchange Commission. CKX, Inc. is under no
obligation to, and expressly disclaims any such obligation to, update or alter
its forward-looking statements, whether as a result of new information, future
events, or otherwise.
###
2

text: CKX, INC.

text: CKX

text: MBST ENTERTAINMENT

text: CKX, Inc.

text: Apple Corps

text: CKX

text: CKX

text: CKX, Inc.

text: CKX, Inc.

text: CKX, Inc.


text:
EX-99.1
12
exhibit11.htm
EX-99.1
EX-99.1
1551 N. Tustin Avenue, Suite 300
Santa Ana, CA 92705
714.667.8252 main
714.667.6860 fax
www.gbe-reits.com/healthcare2
Contact: Damon Elder
Phone: 714.975.2659
Email: damon.elder@grubb-ellis.com
Grubb & Ellis Healthcare REIT II Acquires
$45 Million Skilled Nursing Facility Portfolio in Virginia
SANTA ANA, Calif. (Sept. 20, 2010) - Grubb & Ellis Healthcare REIT II, Inc. today announced
that it has acquired a seven-building portfolio of skilled nursing facilities located throughout
Virginia. The approximately 230,000-square-foot, 563-bed portfolio was built between 1989 and
2004. Laurel Healthcare and Kissito Healthcare operate the facilities under long-term absolute net
leases. The acquisition closed on Sept. 16.
"Skilled nursing facilities in general are of great interest to us because there is a fairly
constrained supply and they cater to a rapidly growing segment of our population", said Danny
Prosky, president and chief operating officer of Grubb & Ellis Healthcare REIT II. "This portfolio
of skilled nursing facilities is particularly attractive to our REIT because they are leased by two
exceptional operators and they provide excellent and predictable income that adds value to our
stockholders".
The $45 million acquisition is comprised of the following properties:
The Laurels of Charlottesville - Charlottesville
The Laurels of Charlottesville is a single-story skilled nursing facility constructed in 2004
comprised of 120 beds and 48,000 square feet on a 3.81-acre parcel. The property currently has a
lease in place that runs through June 2016 with two additional five-year renewal options.
Bland Nursing & Rehabilitation Center - Bastian
Bland Nursing and Rehabilitation Center is a two-story facility built in 1989 that is comprised of
57 beds and 31,000 square feet on a 4.52-acre parcel. The property currently has a lease in place
that runs through January 2025 with two additional 10-year renewal options.
Maple Grove Health Care Center - Lebanon
Maple Grove Health Care Center is a single-story building constructed in 1990 that consists of 60
beds and 23,000 square feet on a 4.12-acre parcel. The property currently has a lease in place that
runs through January 2025 with two additional 10-year renewal options.
The Brian Center of Fincastle - Fincastle
The Brian Center of Fincastle is a single-story skilled nursing facility built in 1990 that
consists of 60 beds and 27,000 square feet on a 5.55-acre parcel. The property currently has a
lease in place that runs through January 2025 with two additional 10-year renewal options.
The Brian Center of Low Moor - Low Moor
The Brian Center of Low Moor is a single-story assisted living facility/skilled nursing facility
constructed in 1989 comprised of 26 assisted living beds and 60 skilled nursing beds for a total of
86 beds. The facility totals 43,000 square feet on a 3.01-acre parcel with a lease in place that
runs through January 2025 with two additional 10-year renewal options. The Brian Center of Low Moor
is located on the campus of Alleghany Regional Hospital, a 204-bed general acute care hospital.
The Laurels of Willow Creek - Midlothian
The Laurels of Willow Creek is a single-story skilled nursing facility built in 1991 that consists
of 120 beds and 38,000 square feet on a 5.28-acre parcel. The property currently has a lease in
place that runs through February 2025 with two additional five-year renewal options.
The Springs Nursing Facility - Hot Springs
The Springs Nursing Facility is a single-story facility constructed in 1990 comprised of 60 beds
and 20,000 square feet on a 4.67-acre parcel. The property currently has a lease in place that runs
through January 2025 with two additional 10-year renewal options.
Tim Cobb of Heavenrich & Company, Inc. represented the seller, CLC RE, LLC & Albemarle Health
Investors, LLC, an unaffiliated third party, in the transaction.
About Grubb & Ellis Healthcare REIT II
Grubb & Ellis Healthcare REIT II, Inc. intends to qualify as a real estate investment trust that
seeks to preserve, protect and return investors' capital contributions, pay regular cash
distributions, and realize growth in the value of its investments upon the ultimate sale of such
investments. Grubb & Ellis Healthcare REIT II is seeking to raise up to approximately $3 billion
in equity and to acquire a diversified portfolio of real estate assets, focusing primarily on
medical office buildings and other healthcare-related facilities.
Grubb & Ellis Healthcare REIT II is sponsored by Grubb & Ellis Company (NYSE: GBE). Grubb & Ellis
is one of the largest and most respected commercial real estate services and investment companies
in the world. Grubb & Ellis Company's 6,000 professionals in more than 100 company-owned and
affiliate offices draw from a unique platform of real estate services, practice groups and
investment products to deliver comprehensive, integrated solutions to real estate owners, tenants
and investors. The firm's transaction, management, consulting and investment services are supported
by highly regarded proprietary market research and extensive local expertise. Through its
investment subsidiaries, the company is a leading sponsor of real estate investment programs that
provide individuals and institutions the opportunity to invest in a broad range of real estate
investment vehicles, including publicly registered non-traded real estate investment trusts
(REITs), mutual funds, separate accounts and other real estate investment funds. For more
information, visit
www.grubb-ellis.com
.
* * *
This release contains certain forward-looking statements (under Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) with
respect to the success of the seven-property portfolio of skilled nursing facilities located in
Virginia, its excellent and predictable income, and whether such income adds value to our
stockholders. Because such statements include risks, uncertainties and contingencies, actual
results may differ materially from those expressed or implied by such forward-looking statements.
These risks, uncertainties and contingencies include, but are not limited to, the following: the
strength and financial condition of the seven individual facilities that comprise the acquired
portfolio and their tenants; uncertainties relating to the fulfillment of existing leases and the
exercise of lease extension options at the various properties; uncertainties relating to the
financial strength of the local economies of Charlottesville, Bastian, Lebanon, Fincastle, Low
Moor, Midlothian and Hot Springs, Virginia; uncertainties relating to changes in general economic
and real estate conditions; uncertainties regarding changes in the healthcare industry; the
uncertainties relating to the implementation of our real estate investment strategy; and other risk
factors as outlined in the company's prospectus, as amended from time to time, and as detailed from
time to time in our periodic reports, as filed with the U.S. Securities and Exchange Commission.
Forward-looking statements in this document speak only as of the date on which such statements were
made, and we undertake no obligation to update any such statements that may become untrue because
of subsequent events. We claim the safe harbor protection for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995.
THIS IS NEITHER AN OFFER TO SELL NOR AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN.
OFFERINGS ARE MADE ONLY BY MEANS OF A PROSPECTUS OR OFFERING MEMORANDUM.
###

text: Grubb & Ellis Healthcare REIT II

text: Grubb & Ellis Healthcare REIT II, Inc.

text:
Danny
Prosky

text: Grubb & Ellis Healthcare REIT II

text: Heavenrich & Company, Inc.

text: CLC RE, LLC

text: Grubb & Ellis Healthcare REIT II

text: Grubb & Ellis Healthcare REIT II, Inc.

text: Grubb & Ellis Healthcare REIT II

text: Grubb & Ellis Healthcare REIT II


text:
EX-99.1
2
exhibit991.htm
PRESS RELEASE ON ACQUISITION
Converted by EDGARwiz
iGAMBIT
Acquires
Assets and Operations of
IGX-GLOBAL
Acquired Operations expected to show revenue of $39
million for the year ending December 31, 2012
Press Release
: iGambit Inc - Mon, Jan 7, 2013 12 PM EST
SMITHTOWN,
NY.,
Jan.
7,
2013
/PRNewswire/
--
iGAMBIT,
Inc.
(OTCQB:
IGMB),
a
diversified
technology
development
and
holding
company,
announced
that
on
December
31,
2012
it
acquired
the
assets
and
business
of
igxGlobal,
Inc
and
igxGLOBAL UK
Limited
("igxGLOBAL"). igxGLOBAL is an internationally recognized information technology services
company with core competencies in IT network infrastructure and data security solutions.
The acquisition was structured as a stock and asset purchase for a combination of cash, notes and
iGambit
common
stock
A
portion
of
the
purchase
price
will
be
escrowed
based
on
the
future
performance of igxGLOBAL over a three-year period.
The
new
iGAMBIT
subsidiary
will
be
known
as
IGXGLOBAL,
Corp.
and
IGX
EMEA,
respectfully.
With
world
headquarters
in
Rocky
Hill,
Connecticut
and
European
headquarters
in
Canterbury
Kent,
England,
IGXGLOBAL
provides
best-of-breed
information
network
and
security
integration
products
and
services
to
enterprise
customers
of
all
sizes
throughout
North
America
and
Europe.
The
largest
industries
served
by
IGXGLOBAL
customers
include
major
banks,
financial
securities
companies,
stock
exchanges,
insurance
companies,
hospital
groups,
and universities.
The
company is
a value-added
reseller of over twenty IT
network
and security
products.
Thomas Duffy, the sole owner of igxGLOBAL prior to the sale, will continue to serve as
President
and
CEO
of
IGXGLOBAL,
Corp.
Thomas
stated,
"We
are
delighted
to
become
the
keystone business of iGambit and believe by taking a leading role in this public company we can
grow
a
very
profitable
and
significant
company
in
the
IT
segment
of
the
industry.
Our
plan
will
be
to
seek
growth
both
internally
and
by
combining
with
other
IT
consulting
companies
that
bring complementary products and services that support the business needs that our many
customer relationships have shared with us".
John
Salerno,
Chairman
and
CEO
of
iGambit,
said,
"We
have
looked
long
and
hard
for
technology
companies
that
can
benefit
from
ownership
in
the
iGambit
holding
company
model
and
that
exhibit
exceptional
management
and
significant
potential
for
growth. I
am
pleased
to
report
that
we
have
found
a
terrific
opportunity
for
iGambit,
igxGLOBAL
and
our
stakeholders
in
this
combination. We
look
forward
to
having
a
close
and
rewarding
relationship
with
Tom
Duffy
and
the
igxGLOBAL
team
as
they
seek
to
continue
on
their
mission
of
providing
critical
services
and
products
in
the
expanding
and
dynamic
IT
infrastructure
and
security
space,
while
creating value for all of our shareholders".
About iGambit Inc:
iGambit (OTCBB: IGMB,
www.igambit.com
) is a fully
reporting
publicly-held
company
focused
on
the
technology
markets. The
stock
has
not
been
listed
for
trading pending the
acquisition of a substantial business of the size of
igxGLOBAL.
Prior to the
acquisition
of
igxGLOBAL,
iGambit
had
one
operating
subsidiary
in
the
business
of
providing
media
technology
services
to
the
real
estate
industry.
iGambit's
focus
is
to
grow
its
businesses
and
seek
additional
accretive
technology
companies
that
might
benefit
from
public
ownership.
iGambit
plans
to
assume
an
active
role
in
the
development
and
growth
of
igxGLOBAL,
providing both strategic guidance and operational support.
About
igxGLOBAL
Inc.:
igxGLOBAL (
www.igxGLOBAL.com
),
now
a
subsidiary of
iGambit,
Inc.,
provides
enterprise
clients
security
and
network
infrastructure
services
and
products.
Working
independently,
or
alongside
key
technology
partners,
igxGLOBAL
brings
a
wealth
of
solutions
experience
to
that
help
clients
to
develop,
deploy
and
sustain
an
effective
long
term
network and information security practice. igxGLOBAL delivers on these
solutions by providing
clients with the intelligence required to make informed decisions, the products that provide
insight
and
enforcement,
the
expertise
and
operational
support
to
ensure
smooth
integration
and
performance.
igx
GLOBAL
is
committed
to
helping
its
clients
design,
operate
and
assure
their
networks with greater flexibility, security, efficiency and scalability.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this document and elsewhere by iGambit are "forward-looking statements"
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
Such
information
includes,
without
limitation,
the
business
outlook,
assessment
of
market
conditions,
anticipated
financial
and
operating
results,
strategies,
future
plans,
contingencies
and
contemplated
transactions of the company. Such forward-looking statements are not guarantees of future
performance
and
are
subject
to
known
and
unknown
risks,
uncertainties
and
other
factors which
may
cause
or
contribute
to
actual
results
of
company
operations,
or
the
performance
or
achievements
of
the
company
or
industry
results,
to
differ
materially
from
those
expressed,
or
implied
by
the
forward-looking
statements.
In
addition
to
any
such
risks, uncertainties
and
other
factors
discussed
elsewhere
herein,
risks,
uncertainties
and
other
factors
that
could
cause
or
contribute
to
actual
results
differing
materially
from
those
expressed
or
implied
for
the
forward-
looking
statements
include,
but
are
not
limited
to
fluctuations
in
demand;
changes
to
economic
growth in the U.S. and the European economy U.S. and EU government policies and regulations,
including,
but
not
limited
to
those
affecting
the
t
and
IT
solutions
industry.
iGambit
undertakes
no
obligation
to
publicly
update
any
forward-looking
statements,
whether
as
a
result
of
new
information, future events or otherwise. Actual results, performance or achievements could differ
materially from those anticipated in such forward-looking statements as a result of certain
factors, including those set forth in iGambit Inc's filings with the Securities and Exchange
Commission.
Investor Contact:
Jeff Ramson, CEO
ProActive Capital Group LLC
646-863-6341 jramson@proactivecapitalgroup.com

text: iGAMBIT

text: IGX-GLOBAL

text:
iGAMBIT,
Inc.

text: igxGlobal

text: igxGLOBAL

text: igxGLOBAL

text: igxGLOBAL

text: iGambit

text: igxGLOBAL

text: iGAMBIT

text: IGXGLOBAL

text: IGXGLOBAL

text: IGXGLOBAL

text: igxGLOBAL

text: IGXGLOBAL

text: iGambit

text:
John
Salerno

text: iGambit

text: iGambit

text: iGambit

text: igxGLOBAL

text: igxGLOBAL

text: iGambit

text: igxGLOBAL

text: igxGLOBAL

text: iGambit

text: iGambit

text: iGambit

text: igxGLOBAL

text: igxGLOBAL

text: igxGLOBAL

text:
iGambit,
Inc.

text: igxGLOBAL

text: igxGLOBAL

text: iGambit

text: iGambit

text: Jeff Ramson


text:
EX-99.1
2
exh99-1.htm
PRESS RELEASE OF CD INTERNATIONAL ENTERPRISES, INC. DATED MARCH 6, 2012
exh99-1.htm
Exhibit 99.1
CD International Enterprises Completes Acquisition of Golden Trust and Lingshi Magnesium Operations as Shareholders Approve Acquisition and New Corporate Name
DEERFIELD BEACH, FL--(3/06/12) - CD International Enterprises, Inc. ("CD International") (NASDAQ:CDII), a U.S. based company that produces, sources, and distributes industrial commodities in China and the Americas and provides cross border corporate advisory services, announced today the results of special shareholder meeting held on February 29, 2012. Following the February 29, 2012 special meeting of shareholders approving the issuance of our common stock with approximately 96% of the votes cast, CD International completed the acquisition of 100% of Golden Trust Magnesium Industry Co., Ltd. "Golden Trust" and 80% of Lingshi Xinghai Magnesium Industry Co., Ltd. "Lingshi Magnesium" for an aggregate of $26.7 million payable by a combination of $6.5 million in cash or assignment of intercompany loans, $15.5 million in shares of our common stock, and $4.7 million by way of transferring our interest in our Excel Rise Technology Co., Ltd. subsidiary. In addition, our shareholders approved an amendment to our articles of incorporation to change our corporate name from China Direct Industries, Inc. to CD International Enterprises, Inc.
Golden Trust and Lingshi Magnesium are both engaged in the production of pure magnesium ingots. CD International adds approximately 20,000 metric tons of annual production capacity from Golden Trust and 12,000 metric tons of annual production capacity from Lingshi Magnesium, bringing our total magnesium production capacity to approximately 90,000 metric tons, making us one of the largest magnesium producers in the world. In conjunction with the acquisition of Golden Trust and Lingshi Magnesium, we entered into a Management Agreement with Yuwei Huang and Kong Tung, members of our Board of Directors, to consolidate and manage the business operations for all of our magnesium production facilities.
Commenting on the results of the special shareholder meeting, Dr. James Wang, Chairman and CEO of CD International, stated "We are pleased that our shareholders have overwhelmingly voted to allow us to complete the acquisitions as well as our new corporate name to reflect our business direction. With the addition of Golden Trust and Lingshi Magnesium, we expect to benefit from a more streamlined organization, improving our overall cost structure and position our company to become the industry leader in pure magnesium production and distribution. We expect to see a strong improvement in performance out of this segment in the coming quarters as we generate significantly larger sales opportunities, ramp revenue and improve cash flow and profitability for fiscal 2012 and beyond. "
About CD International Enterprises, Inc.
CD International Enterprises, Inc. (NASDAQ: CDII), is a U.S. based company that produces, sources, and distributes industrial commodities in China and the Americas and provides business and financial consulting services. Headquartered in Deerfield Beach, Florida with corporate offices in Shanghai, CD International's unique infrastructure provides a platform to expand business opportunities globally while effectively and efficiently accessing the U.S. capital markets. For more information about CD International, please visit http://www.cdii.net.
DISCLOSURE NOTICE:
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, China Direct Industries, Inc., is hereby providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward-looking statements (as defined in such act). Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as "will likely result", "are expected to", "will continue", "is anticipated", "estimated", "intends", "plans", "believes" and "projects") may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. These statements include, but are not limited to, our expectations concerning the benefits of acquiring Golden Trust and Lingshi Magnesium and our expectations regarding our magnesium segment performance, sales opportunities, revenues and cash flow and performance.
- 1 -
We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. This press release is qualified in its entirety by the cautionary statements and risk factor disclosure contained in our Securities and Exchange Commission filings, including our Report on Form 10-K for the fiscal year ended September 30, 2011.
Contact:
Contact Information:
For the Company:
China Direct Industries, Inc.
Richard Galterio or Lillian Wong
Investor Relations
Phone: 1-877-244-6257
Email:
richard.galterio@cdii.net
lillian.wong@cdii.net
- 2 -

text: CD INTERNATIONAL ENTERPRISES, INC.

text: CD International Enterprises

text: Golden Trust

text: Lingshi Magnesium

text: CD International Enterprises, Inc.

text: CD International

text: CD International

text: Golden Trust

text: Lingshi Magnesium

text: CD International Enterprises, Inc.

text: Golden Trust

text: Lingshi Magnesium

text: CD International

text: Golden Trust

text: Lingshi Magnesium

text: Golden Trust

text: Lingshi Magnesium

text: James Wang

text: CD International

text: Golden Trust

text: Lingshi Magnesium

text: CD International Enterprises, Inc.

text: CD International Enterprises, Inc.

text: CD International

text: CD International

text: Golden Trust

text: Lingshi Magnesium


text:
EX-99.1
13
f8ka2121912_ex99z1.htm
EXHIBIT 99.1 PRESS RELEASE
Exhibit 99.1 Press Release
Wellness Center USA, Inc. Acquisition of CNS-Wellness LLC - Completed
CNS-Wellness is now a Wholly Owned Subsidiary of Wellness Center USA, Inc.
SCHAUMBURG, Ill., Aug 8, 2012 /PRNewswire/ -- Wellness Center USA, Inc. (OTCQB: WCUI), a Schaumburg, IL based healthcare and nutraceutical company, today announced the consummation of its CNS-Wellness LLC (CNS) acquisition. CNS is a Tampa, FL based cognitive neuroscience company specializing in the treatment of brain-based behavioral health disorders without the use of drugs. These disorders range from affective (emotional) and stress-related problems such as; anxiety, depression and bipolar disorder to developmental disabilities and conditions, including autistic spectrum disorders, as well as disregulatory conditions such as; AH/HD and epilepsy.
(Logo:
http://photos.prnewswire.com/prnh/20120621/LA28371LOGO
)
CNS's drug free and non-invasive methods provide demonstrated alternative solutions to pharmaceutical therapies. With over six years of research and actual clinical practice, CNS has optimized a state-of-the-art real-time brain mapping assessment and treatment system. Interventions include stimulation and interactive EEG-based feedback software to retrain the human brain. Wellness Center USA and CNS expect to establish clinical practice facilities nationwide, beginning Q4 2012. From CNS's Tampa headquarters, CNS will train qualified healthcare professionals to populate the new practices, ensuring the highest quality of healthcare possible.
Wellness Center USA Inc. acquired CNS through a Share Exchange Transaction whereby all issued and outstanding shares of CNS were purchased in exchange for 7.3 million Wellness Center USA, Inc. (WCUI) shares. CNS's former principals, Dr. William Lambos and Mr. Peter Hannouche, will serve as CNS's President/Chief Scientific Officer and Chief Executive Officer, respectively, and have joined Wellness Center's Board of Directors.
Going forward, CNS's financial results shall be reported consolidated by Wellness Center USA, Inc., starting with the fiscal quarter ending September 30, 2012. Similarly, Wellness Center's pending acquisition of Psoria-Shield Inc., will also be included in the Company's consolidated financial results upon consummation of the Psoria-Shield Inc. acquisition.
"The acquisition of CNS is the first example of Wellness Center USA's commitment to bringing the best healthcare technologies to the patients who need them on a larger scale than previously possible. CNS breakthrough technology improves learning and behavioral abilities for children with ADHD and Autism, without the burden of drug dependency. We also have great expectations for a positive impact on the cost of treatment for the public and healthcare system, as CNS achieves awareness through national presence. With this valuable acquisition and further execution of our plan, we aim to increase the shareholders' value of the company", says Andrew Kandalepas, CEO of Wellness Center USA.
Dr. William Lambos, Chief Scientific Officer and President of CNS, stated, "With our Wellness Center closing, our vision for CNS playing a major role in the future of behavioral health is coming to be realized. Being on the same team with Wellness Center USA, capital investment needed to make CNS a national cognitive provider is greatly enhanced. CNS's scientifically based and effective alternative therapies, yet safe and natural, have never been more urgently needed by the changing world in this new millennium." Peter A. Hannouche, CEO of CNS, added, "It's becoming well known that I've made it my personal and professional mission to bring CNS treatment approaches to as many people as possible. The completion of our transaction advances this mission a giant step. Our excitement about the future growth of CNS and Wellness Center is hard to overstate".
As part of the evaluation and due diligence process preceding this transaction, CNS was asked to conduct treatment on certain individuals selected by Wellness Center USA, Inc. One adult was treated for acute anxiety disorder, and a child for a developmental learning disability. The exceptional response of these two individuals to CNS treatment validated CNS's prior achievements and continued performance capabilities to date. Although this could not be considered a controlled study, the results nonetheless confirmed the effectiveness of the CNS approach.
Dr. Lambos continued, "About half of our clients come to us for help with adjustment and stress-related issues; another third are children with developmental difficulties, and the rest seek treatment for other disorders we treat, such as; chronic pain, migraine headaches, seizure disorder, rehabilitation from traumatic brain injury, and so forth. The percentage of individuals in the population who can benefit from a CNS treatment methodology is well over 50%. More than 90% of the patients treated at our facility have improved significantly and are living happier more productive lives".
Addressing the business model, depending on the severity of a disorder, treatments range from 6 to 15 weeks, and typically cost $4,000 to $10,000. In most cases, the results are permanent and without use or dependency on drugs. CNS has a scalable operation that allows for growth of profitable treatment centers nationally and globally.
About Wellness Center USA, Inc.
http://wellnesscenterusa.com/
Wellness Center USA Inc.,
is a newly formed business created to address important healthcare and wellness needs; through break-through solutions, centered on the "well-being of the body and mind". Such solutions include advanced nutritional products, alternative and complementary medicine (ACM), and behavioral health services.
Wellness Center USA Inc.'s first business unit (
www.aminofactory.com
) is an online market place for modern nutrition of vitamins and supplements. Its products are amino acid based, sold to the general public and sports minded enthusiasts. Our present portfolios of amino acids sold through aminofactory.com are: Beta Alamine, Acetyl L-Carnitine, Ajinomoto L-Leucine, Ajinomoto L-Glutamine, and Ajinomoto Instantized BCAA.
Wellness Center USA Inc.'s second business is CNS Wellness (
www.cns-wellness.com
), an operating cognitive science clinic business, specializing in the treatment of behavioral health disorders in at least three focus areas: a) stress related disorders including anxiety and panic attacks, depression, and obsessive-compulsive spectrum disorders, b) developmental and learning disorders such as autistic spectrum issues and Asperser's syndrome, AD/HD, learning differences and birth trauma-related issues, and c) purely brain-based issues including epilepsy and seizure disorder, traumatic brain injuries, and related acquired brain syndromes
Safe Harbor Statement:
Certain statements contained in this news release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include statements regarding the proposed exchange transaction, the anticipated closing date of the transaction and anticipated future results following a closing of the transaction. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe", "expect", "anticipate", "estimate", and "intend" or future or conditional verbs such as "will", "would", "should", "could", or "may." While it is not possible to identify all factors, risks and uncertainties that might relate to, affect or arise from the proposed transaction, and which might cause actual results to differ materially from expected results, such factors, risks and uncertainties include delays in completing the transaction, difficulties in integrating operations following the transaction, difficulties in manufacturing and delivering products, potential market rejection of products or services, increased competitive pressures, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which the parties are engaged, changes in the securities markets and other factors, risks and uncertainties disclosed from time to time in documents that the Company files with the SEC.
CONTACT: Andrew J. Kandalepas, +1-847-925-1885, Fax: +1-847-925-1859, Andrew@wellnesscenterusa.com

text: Wellness Center USA, Inc.

text: CNS-Wellness LLC

text: Wellness Center USA, Inc.

text: Wellness Center USA, Inc.

text: CNS-Wellness LLC

text: CNS

text: CNS

text: CNS

text: CNS

text: CNS

text: CNS

text: CNS

text: Wellness Center USA Inc.

text: CNS

text: CNS

text: Wellness Center USA, Inc.

text: CNS

text: William Lambos

text: Peter Hannouche

text: CNS

text: CNS

text: Wellness Center USA, Inc.

text: CNS

text: CNS

text: CNS

text: Andrew Kandalepas

text: William Lambos

text: CNS

text: CNS

text: CNS

text: CNS

text: Peter A. Hannouche

text: CNS

text: CNS

text: CNS

text: CNS

text: Wellness Center USA, Inc.

text: CNS

text: CNS

text: CNS

text: CNS

text: CNS

text: Wellness Center USA, Inc.

text: Wellness Center USA Inc.

text: Wellness Center USA Inc.

text: Wellness Center USA Inc.


text:
EX-99.1
3
v054486_ex99-1.htm
Thorium
Power
Press
Release
Novastar
Resources Ltd. Completes Acquisition of Thorium Power Inc.
Combined
Company Has Been Named Thorium Power Ltd.
Company
poised for growth in nuclear energy industry
WASHINGTON,
DC Oct. 6 -- Novastar Resources Ltd. (officially renamed Thorium Power Ltd.
-
OTC Bulletin Board: NVAS) today announced the completion of its acquisition
of
Thorium Power Inc., a leading developer of new, non-proliferative nuclear fuels.
Thorium Power Inc. will be an operating subsidiary of Thorium Power Ltd. and
will continue to focus on thorium fuel cycle technologies which address the
two
greatest concerns of nuclear power generation -- the threat of proliferation
and
the problem of reactor waste. Thorium Power Ltd. will seek additional
opportunities to acquire companies that are positioned to promote and benefit
from the reemergence of the nuclear power industry. Thorium Power Ltd. will
continue to trade on the OTCBB and the company expects that a new ticker symbol
will be assigned in the near future (replacing NVAS).
Seth
Grae, President and Chief Executive Officer of Thorium Power Ltd., stated,
"The
acquisition of Thorium Power Inc. gives us an immediate presence in the growing
nuclear renaissance. We have assembled world class advisory boards to address
both technical issues (the Technical Advisory Board) and the broader issues
of
capitalization, government affairs, and strategic alliances (the International
Advisory Board). Thorium Power Ltd., as a publicly traded company, has the
flexibility to explore and capitalize on the many opportunities offered in
the
vibrant nuclear energy industry." Grae continued, "Thorium Power Inc. will
remain an operating subsidiary of the parent company and will maintain its
sharp
focus on developing proliferation resistant fuels for current and future
reactors."
Ambassador
Thomas Graham, Jr., the Chairman of the Board of Directors of Thorium Power
Ltd.
noted, "Thorium Power Inc. has developed proprietary technologies for the
disposition of weapons grade and reactor grade plutonium. This technology can
also stop existing reactors from producing weapons suitable materials and
greatly reduce the volume and toxicity of nuclear waste. Nuclear power emits
no
greenhouse gases into the atmosphere and has become increasingly cost effective
for the generation of electricity. Therefore, in a time when such solutions
are
so vital, we have many reasons to be excited and optimistic about the future
of
our company".
Press
Release
CEO
Grae
concluded, "We now have the framework and the personnel to develop and deliver
ground-breaking nuclear fuel technology. We are encouraged by the many
endorsements received from our peers in the industry for our technical work.
I
want to thank our many long time supporters as we move aggressively to make
great contributions in the nuclear energy industry".
About
Thorium Power Ltd.:
Thorium
Power Ltd. is involved in the nuclear power sector. Its focus is on technologies
and services that will benefit from, and help lead to, expanded use of nuclear
power generation. The company has assembled an International Advisory Board
comprised of key national and international leaders in the fields of Nuclear
Energy, Finance, Government Affairs, Non-proliferation and Diplomacy. Thorium
Power Ltd. also has put together a Technical Advisory Board made up of top
scientists and practitioners from the world's major nuclear companies.
About
Thorium Power Inc.:
Thorium
Power Inc. is a leading developer of proliferation resistant nuclear fuel
technologies. Thorium Power Inc. designs nuclear fuels, obtains patent
protection on these fuels, and coordinates fuel development with large entities
and governments. The company has been working in Russia with Russian nuclear
engineers and scientists for over a decade. Thorium Power Inc. is a wholly
owned
subsidiary of Thorium Power Ltd.
DISCLAIMER
This
press release may include certain statements that are not descriptions of
historical facts, but are 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. These forward-looking statements may include the
description of our plans and objectives for future operations, assumptions
underlying such plans and objectives, statements regarding benefits of the
proposed merger and other forward-looking terminology such as "may", "expects,"
"believes", "anticipates", "intends", "plans", "projects" or similar terms,
variations of such terms or the negative of such terms. There are a number
of
risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements made herein. These risks are discussed
in
the reports that we file with the Securities and Exchange Commission, including
our latest annual report on Form 10-KSB. Such information is based upon various
assumptions made by, and expectations of, our management that were reasonable
when made but may prove to be incorrect. All of such assumptions are inherently
subject to significant economic and competitive uncertainties and contingencies
beyond our control and upon assumptions with respect to the future business
decisions which are subject to change. Accordingly, there can be no assurance
that actual results will meet expectations and actual results may vary (perhaps
materially) from certain of the results anticipated herein.
Further
information is available on Thorium Power Ltd.'s websites at http://www.novastarresources.com
and
http://www.thoriumpower.com
For
more
information:
Peter
Charles
Thorium
Power Ltd.
Ph:
(703)
918-4932
Email:
ir@thoriumpower.com

text:
Novastar
Resources Ltd.

text: Thorium Power Inc.

text: Novastar Resources Ltd.

text: Thorium Power Inc.

text: Thorium Power Inc.

text:
Seth
Grae

text: Thorium Power Inc.

text: Thorium Power Inc.

text: Thorium Power Inc.

text: Thorium Power Inc.

text:
Thorium
Power Inc.

text: Thorium Power Inc.

text: Thorium Power Inc.


text:
EX-99.1
3
exhibit991.htm
EXHIBIT 99.1
exhibit991.htm
Exhibit 99.1
DENBURY COMPLETES SECOND PHASE OF BAKKEN SALE AND ASSET EXCHANGE
Acquires Additional Carbon Dioxide ("CO
2
") Reserves
PLANO, TX
- December 24, 2012 - Denbury Resources Inc. (NYSE: DNR) ("Denbury" or the "Company") today announced the closing of the second and final phase of its previously announced Bakken sale and asset exchange with Exxon Mobil Corporation and its wholly-owned subsidiary XTO Energy Inc. (collectively, "ExxonMobil"). In the first closing, ExxonMobil retained $350 million cash and Denbury retained a 17.5% interest in the Bakken area assets to enable an exchange of the retained Bakken assets for roughly one-third of ExxonMobil's CO
2
reserves in LaBarge Field in Wyoming. In this second phase closing, ExxonMobil exchanged the contemplated interest in the CO
2
reserves and residual cash balances, after preliminary closing adjustments, for Denbury's retained interest in the Bakken area assets. Denbury has now transferred all of its Bakken area assets to ExxonMobil for approximately $1.3 billion of cash (which includes preliminary closing adjustments) along with ExxonMobil's operating interests in Webster Field in Texas and Hartzog Draw Field in Wyoming and a portion of its CO
2
reserves in Wyoming.
Based on the current capacity of the LaBarge plant and subject to availability, Denbury expects that it could receive up to approximately 115 million cubic feet per day of CO
2
from the plant. Denbury will pay ExxonMobil a fee to deliver the CO
2
which will initially be used to flood its Bell Creek and Grieve fields along with the newly acquired Hartzog Draw Field. This additional Rocky Mountain CO
2
supply will allow Denbury to accelerate the planned CO
2
flood of Hartzog Draw Field and potentially defer a portion of the planned development of its Riley Ridge CO
2
reserves.
Denbury continues to pursue using a portion of the cash proceeds from the transaction to purchase interests in additional oil fields in the Gulf Coast or Rocky Mountain regions that are well suited for CO
2
enhanced oil recovery which would qualify for like-kind exchange treatment for federal income tax purposes. Accordingly, a substantial amount of the cash paid in the transaction remains in qualified trust accounts to fund any future potential asset purchases.
Denbury Resources Inc. is a growing independent oil and natural gas company. The Company is the largest combined oil and natural gas operator in both Mississippi and Montana, owns the largest reserves of CO
2
used for tertiary oil recovery east of the Mississippi River, and holds significant operating acreage in the Rocky Mountain and Gulf Coast regions. The Company's goal is to increase the value of acquired properties through a combination of exploitation, drilling and proven engineering extraction practices, with its most significant emphasis relating to tertiary oil recovery operations. For more information about Denbury, please visit www.denbury.com.
# # #
This press release contains forward-looking statements that involve risks and uncertainties including those related to potential future asset acquisitions, future development plans, and other risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission, including Denbury's most recent reports on Form 10-K and Form 10-Q. These risks and uncertainties are incorporated by this reference as though fully set forth herein.
DENBURY CONTACTS:
Phil Rykhoek, President and CEO, 972.673.2000
Mark Allen, Senior Vice President and CFO, 972.673.2000
Jack Collins, Executive Director, Investor Relations, 972.673.2028
- 1 -

text: DENBURY

text: BAKKEN

text: Denbury Resources Inc.

text: Denbury

text: Bakken

text: Exxon Mobil Corporation

text: XTO Energy Inc.

text: Denbury

text: Bakken

text: Bakken

text: Denbury

text: Bakken

text: Denbury

text: Bakken

text: Denbury

text: Denbury

text: Denbury

text: Denbury

text: Denbury Resources Inc.

text: Denbury

text: Denbury

text: DENBURY

text: Phil Rykhoek


text:
EX-99.1
2
a12-14243_1ex99d1.htm
EX-99.1
Exhibit 99.1
MEDIA CONTACT:
Megan Greuling
(704) 943-8208
Megan.Greuling@tree.com
Tree.com Completes Sale of Certain Assets of Home Loan Center, Inc. to Discover
CHARLOTTE, N.C., (June 7, 2012)
- Tree.com, Inc. (NASDAQ: TREE) announced today that it has completed the sale of substantially all of the operating assets of its Home Loan Center, Inc. business to a wholly-owned subsidiary of Discover Financial Services (NYSE: DFS). In exchange for the assets sold, Discover paid an aggregate of $45.9 million including payments made prior to the closing which were applied to the closing price. A portion of such amount is being held in escrow pending the discharge of certain contingent liabilities not assumed by Discover related to loans previously sold to secondary market investors. An additional $10 million of purchase price will be due on the first anniversary of the closing, subject to certain conditions being satisfied.
"We're very excited to complete this transaction and our transition to a focused performance marketing company. Tree.com will now be able to focus solely on our core lead generation business powered by our world-class marketing team", said Doug Lebda, chairman and CEO of Tree.com. "Discover has the brand and experience to scale the Home Loan Center operating platform and we're looking forward to a long relationship with them as a customer of LendingTree. The completion of this transaction is beneficial for both companies".
About Tree.com, Inc.
Tree.com, Inc. (NASDAQ: TREE) is the parent of several brands and businesses that provide information, tools, advice, products and services for critical transactions in our customers' lives. Our family of brands includes: LendingTree®, GetSmart®, DegreeTree®, LendingTreeAutos, DoneRight! ® and ServiceTreeSM. Together, these brands serve as an ally for consumers who are looking to comparison shop for loans, home services, education, auto and other services from multiple businesses and professionals who will compete for their business.
Tree.com, Inc. is headquartered in Charlotte, N.C. and maintains operations solely in the United States. For more information, please visit www.tree.com
.
###

text: Tree.com

text: Home Loan Center, Inc.

text: Discover

text: Tree.com, Inc.

text: Home Loan Center, Inc.

text: Discover Financial Services

text: Discover

text: Discover

text: Tree.com

text: Doug Lebda

text: Tree.com

text: Discover

text: Tree.com, Inc.

text: Tree.com, Inc.

text: Tree.com, Inc.