text:
EX-99.1
4
v471056_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
PRESS RELEASE
July 19, 2017
For Immediate Release
Contact:
Gretchen VanDusartz
Digital Communications Specialist
email: gvandusartz@sajan.com
phone: 715-426-9505
Sajan Announces Shareholder Approval and Closing of Acquisition
by AMPLEXOR International
RIVER FALLS, Wis. - July 19, 2017
: Sajan, Inc.
(Nasdaq: SAJA), a leading provider of global language translation and localization services, today announced the shareholder approval
and closing of the previously announced acquisition of Sajan by a wholly-owned subsidiary of AMPLEXOR International. Under the
terms of the agreement, Sajan shareholders are entitled to receive $5.83 in cash for each share of Sajan common stock they hold.
With the completion of the transaction, shares of Sajan common
stock will no longer be listed on Nasdaq and trading in Sajan shares has been suspended. Sajan is now a privately held company
and a wholly-owned subsidiary of AMPLEXOR.
Dougherty & Company, LLC acted as exclusive financial advisor
to Sajan and provided a fairness opinion to the special committee of the Board of Directors of Sajan. Fredrikson & Byron, P.A.
acted as legal advisor for Sajan and Quarles & Brady LLP acted as legal advisor to AMPLEXOR.
About Sajan
Sajan is a leading provider of global language translation and
localization services, helping clients around the world expand seamlessly into any global market. The foundation of Sajan's
solution is its industry-leading language translation management system technology, Sajan Transplicity, which provides process
automation and innovative multilingual content reuse to ensure schedule predictability, higher quality and cost efficiencies for
its clients. By working closely with its clients, Sajan's experienced team of localization professionals develops tailored
solutions that lend flexibility to any large or small business that truly desires to "think globally but act locally".
Based in the United States, Sajan also has offices in Ireland, Spain and Singapore. Visit Sajan online at
www.sajan.com
.
About AMPLEXOR
AMPLEXOR International, headquartered in Luxembourg, is a leading
digital solution provider offering global compliance, digital experience and content solutions. Continuously growing since its
foundation in 1987 and today with a presence in over 23 countries, AMPLEXOR helps customers across key industries, such as Life
Sciences, Manufacturing, Energy & Environment, the Public Sector and Defense, Aerospace & Transport achieve process efficiency,
increase revenue generation, reduce time-to-market and ensure quality and compliance. AMPLEXOR's turnkey solutions support
core industry processes, and include software technology, consulting, system integration, and language and content management services.
For more information, visit
www.AMPLEXOR.com
.
###

text: Sajan

text: AMPLEXOR International

text: Sajan, Inc.

text: Sajan

text: AMPLEXOR International

text: Sajan

text: Sajan

text: Sajan

text: Sajan

text: Sajan

text: Dougherty & Company, LLC

text: Sajan

text: Sajan

text: Fredrikson & Byron, P.A.

text: Sajan

text: Quarles & Brady LLP

text: Sajan

text: Sajan

text: Sajan

text: Sajan

text: Sajan

text: Sajan

text: Sajan

text: AMPLEXOR International


dataset: buster

text:
EX-99.1
2
newulm063862_ex99-1.htm
PRESS RELEASE DATED OCTOBER 6, 2006
Exhibit 99-1 to New Ulm Telecom, Inc. Form 8-K dated October 6, 2006
EXHIBIT 99-1
NEWS RELEASE
NEWS RELEASE
NEWS RELEASE
FROM:
NU-Telecom
FOR RELEASE:
Immediate
27 N. Minnesota
New Ulm, MN 56073
CONTACT: Bill Otis
Tele. 507-354-4111
NU-Telecom
507-354-4111
E-mail: billotis@nu-telcom.net
New Ulm Telecom, Inc. reports receipt of funds from sale of Midwest Wireless, announces Special Dividend.
NEW ULM, Minn.,
New Ulm Telecom, Inc. (OTCBB:NULM) announced today that on Friday, October 6, 2006, it received proceeds of approximately $74 million from the sale of its 9.88% interest in Midwest Wireless Holdings, L.L.C. (Midwest) which was acquired by Alltel Corporation (Alltel).
Under the terms of the acquisition between Alltel and Midwest, 90% of the proceeds were distributed at closing, with an additional 4% to be distributed six months later, and the final 6% 18 months later, subject to certain contingencies. Accordingly, New Ulm expects to receive additional payments of approximately $3 million in April 2007 and $5 million in April 2008, subject to certain contingencies.
In connection with the receipt of the funds from the sale of Midwest Wireless, the New Ulm Telecom, Inc. Board of Directors announced that it is declaring a special dividend of $2.75 per share payable on October 25, 2006 to shareholders of record as of October 20, 2006. This special dividend represents approximately 42% of the Company's after-tax gain from the sale of its Midwest Wireless units. On October 6, 2006, the Company had 5,115,435 shares outstanding.
New Ulm Telecom, Inc. also announced that it intends to use approximately $18 million of the proceeds, after payment of taxes of approximately $25 million, in connection with its purchase of one third of Hector Communications Corporation, which New Ulm expects to close prior to year-end.
Pending use of the remaining proceeds, the Company is investing in short-term government securities.
CAUTIONARY STATEMENT
The Private Securities Litigation Reform Act of 1995 contains certain safe harbor provisions regarding forward-looking statements. These statements may include, without limitation, statements with respect to anticipated future operating and financial performance, growth opportunities and growth rates, acquisition and divestiture opportunities, business strategies, business and competitive outlook and other similar forecasts and statements of expectation. Words such as expects, anticipates, intends, plans, believes, seeks, estimates and should, and variations of these words and similar expressions, are intended to identify these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from such statements.
Due to the uncertainties listed and the fact that any forward-looking statements made by New Ulm Telecom, Inc. and its management are based on estimates, projections, beliefs and assumptions of management, they are not guarantees of future performance. Except as required by law, New Ulm Telecom, Inc. disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.

label: organization

text: New Ulm Telecom, Inc.

text: New Ulm Telecom, Inc.

text: New Ulm Telecom, Inc.

text: Midwest Wireless Holdings, L.L.C.

text: Alltel Corporation

text: New Ulm Telecom, Inc.

text: New Ulm Telecom, Inc.

text: New Ulm Telecom, Inc.

text: New Ulm Telecom, Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
8
w68882exv99w1.htm
EXHIBIT 99.1
exv99w1
Exhibit 99.1
"
Your Business Communications Partner
"
For Immediate Release:
November 16, 2004
USA Mobility Contact:
Bob Lougee
(508) 435-6117
Metrocall/Arch Merger Completed
USA Mobility Creates National Leader in Cost-Effective Paging Solutions
Alexandria, VA, Tuesday, November 16, 2004 - USA Mobility, Inc. announced
today the completion of the merger of Metrocall Holdings, Inc. (NASDAQ: MTOH)
and Arch Wireless, Inc. (NASDAQ: AWIN). USA Mobility combines the two leading
independent paging and wireless messaging companies in the United States.
Vincent D. Kelly, USA Mobility President and CEO, commented: "USA Mobility
is now the largest national paging company and the undisputed leader in
wireless messaging. We have extensive network infrastructure, sales and
distribution channels and customer support capabilities. Our facilities-based
messaging platform continues to represent one of the most compelling
cost/benefit and reliable wireless communications offerings available today.
Through our strategic relationships we offer mobile phones, data applications,
including Blackberry, Wi-Fi, in-building systems, and location-based services
for customers who require more advanced solutions. We recognize that over the
course of 2004 the paging industry has continued to shrink due to considerable
competitive pressure from new cellular and PCS technologies. This
consolidation in the face of that pressure brings together the best of both
companies' management, systems and practices and allows us to take advantage of
significant financial and operational synergies that would not otherwise have
been available to Arch and Metrocall on a stand-alone basis. We will operate
the combined company with the same cash flow oriented objectives that we each
embraced on a stand-alone basis, while continuing to provide our customers with
premiere paging and wireless messaging products and services and first-class
customer service".
In the merger, Metrocall shareholders who properly elected to receive cash
for their shares of Metrocall common stock will receive $75.00 in cash per
Metrocall share for a total of 2 million Metrocall shares of common stock. As
a result of more than 2 million shares being tendered by Metrocall shareholders
for cash election, Metrocall shareholders who participated in the cash election
will receive cash
for approximately 42.38% of the shares of Metrocall common stock tendered.
Each remaining share of Metrocall common stock, other than shares for which
proper notice was delivered to Metrocall, and not
withdrawn, seeking appraisal under Delaware law, has been converted into 1.876
shares of USA Mobility common stock. Each share of Arch common stock has been
converted into one share of USA Mobility common stock. Information regarding
exchange of share certificates will be sent to former Metrocall and Arch
shareholders as soon as practicable. On November 17, 2004, the common stock of
USA Mobility will begin trading on the NASDAQ National Market under the symbol
"USMO", and the common stocks of Metrocall ("MTOH") and Arch ("AWIN") will
cease trading on the NASDAQ National Market.
To fund, in part, the $150 million in cash consideration payable to
Metrocall stockholders in the merger, Metrocall, Inc. and Arch Wireless
Operating, Inc., two subsidiaries of USA Mobility, borrowed $140 million under
a senior secured credit facility from a syndicate of lenders led by UBS Loan
Finance LLC and UBS Securities LLC. USA Mobility and substantially all of its
subsidiaries have guaranteed the facility on a joint and several basis.
Available cash on hand at Metrocall and Arch was used to pay the balance of the
cash consideration to Metrocall stockholders as well as fees, costs and
expenses associated with the transaction and will be used for working capital
purposes of the combined company.
About USA Mobility
USA Mobility, Inc. is the new holding company formed as the result of the
merger of Metrocall Holdings, Inc and Arch Wireless, Inc. which closed on
November 16, 2004.
USA Mobility, Inc. headquartered in Alexandria, Virginia is a leading
provider of paging products and other wireless services to the business,
government and healthcare sectors. USA Mobility offers traditional numeric,
one-way text and two-way paging. In addition, the company offers mobile voice
and data services through Nextel and AT&T Wireless/Cingular as well as wireless
e-mail solutions. The company's product offerings include Integrated Resource
Management Systems with wireless connectivity solutions for medical, business,
government and other campus environments. USA Mobility focuses on the
business-to-business marketplace and supplies wireless mobile connectivity
solutions to businesses and organizations of all sizes. In addition to its
reliable, nationwide one-way networks, USA Mobility's two-way networks have the
largest high-powered terrestrial ReFLEX footprint in the United States with
roaming partners in Canada, Mexico and the Caribbean. USA Mobility provides
the preferred ReFLEX wireless data network for many of the largest
telecommunication companies in the United States that source network services
and resell under their own brand names. For further information visit
www.metrocall.com
and/or
www.arch.com
.
Safe Harbor Statement under the Private Securities Litigation Reform Act:
Statements contained herein or in prior press releases which are not
historical fact, such as statements regarding USA Mobility's projected
revenues, cash flows and operating results following completion of the merger
of Metrocall and Arch, are forward-looking statements for purposes of the safe
harbor provisions under the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve risks and uncertainties that may cause
USA Mobility's actual results to be materially different from the future
results expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ materially from those expectations
include, but are not limited to, declining demand for their paging products and
services, USA Mobility's ability to continue to reduce operating expenses, USA
Mobility's future capital needs, competitive pricing pressures, competition
from both traditional paging services and other wireless communications
services, government regulation, reliance upon third-party providers for
certain equipment and services, the timely and efficient integration of the
operations and facilities of Metrocall and Arch as well as other risks
described from time to time in USA Mobility's, Arch's and Metrocall's periodic
reports and registration statements filed with the Securities and Exchange
Commission. Although USA Mobility believes the expectations reflected in the
forward-looking statements are based on reasonable assumptions, they can give
no assurance that their expectations will be attained. USA Mobility disclaims
any intent or obligation to update any forward-looking statements.
# # #

text: Metrocall

text: Arch

text: Metrocall Holdings, Inc.

text: Arch Wireless, Inc.

text: Arch

text: Metrocall

text: Metrocall

text: Metrocall

text: Metrocall

text: Metrocall

text: Metrocall

text: Metrocall

text: Metrocall

text: Metrocall

text: Metrocall

text: Arch

text: Metrocall

text: Arch

text: Metrocall

text: Arch

text: Metrocall

text: Metrocall

text: Metrocall

text: Arch

text: Metrocall

text: Metrocall Holdings, Inc

text: Arch Wireless, Inc.

text: Metrocall

text: Arch

text: Metrocall

text: Arch

text: Arch

text: Metrocall


text:
EX-99.2
3
asrdraft3.htm
asrdraft3.htm - Generated by SEC Publisher for SEC Filing
Exhibit 99.2
The McGraw-Hill Companies Announces $500 Million
Accelerated Share Repurchase Transaction
Will Use Portion of Proceeds from Recently Completed Sale of
McGraw-Hill Education
NEW YORK, March 25, 2013-The McGraw-Hill Companies (NYSE: MHP) today announced it will resume its share repurchase program with a $500 million accelerated share repurchase transaction.
The Company is using a portion of the approximately $1.9 billion in after tax proceeds from the sale of McGraw-Hill Education to fund the accelerated share repurchase transaction. Adjusted for the estimated full impact of the accelerated share repurchase transaction, approximately 8 million shares will remain under the existing share repurchase authorization from the Board of Directors.
"This transaction demonstrates our ongoing ability to create value for shareholders", said Harold McGraw III, Chairman, President and CEO of The McGraw-Hill Companies.
Forward-looking Statements:
Statements in this news release that are not historical facts are forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied in any forward looking statement. In particular, share repurchases are subject to market conditions. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, which can be obtained at its website at http://www.sec.gov. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
About The McGraw-Hill Companies:
The McGraw-Hill Companies, to be renamed McGraw Hill Financial (subject to shareholder approval), is a powerhouse in credit ratings, benchmarks and analytics for the global capital and commodity markets. Leading brands include: Standard & Poor's Ratings Services, S&P Capital IQ, S&P Dow Jones Indices, Platts, CRISIL, J.D. Power and Associates, McGraw-Hill Construction and Aviation Week. The Company has approximately 17,000 employees in 27 countries. Additional information is available at www.mcgraw-hill.com.
Investor Relations: http://www.mcgraw-hill.com/investor_relations
Get news direct from McGraw-Hill via RSS:
http://investor.mcgraw-hill.com/phoenix.zhtml?c=96562&p=newsRSS
Contacts for The McGraw-Hill Companies:
Investor Relations:
Chip Merritt
Vice President, Investor Relations
(212) 512-4321 (office)
chip_merritt@mcgraw-hill.com
News Media:
Jason Feuchtwanger
Director, Corporate Media Relations
(212) 512-3151 (office)
jason_feuchtwanger@mcgraw-hill.com

text: The McGraw-Hill Companies

text: McGraw-Hill Education

text: The McGraw-Hill Companies

text: McGraw-Hill Education

text: The McGraw-Hill Companies

text: The McGraw-Hill Companies

text: The McGraw-Hill Companies

text: The McGraw-Hill Companies

label: person

text: Chip Merritt

text: Jason Feuchtwanger


text:
EX-99.1
4
ny20000915x1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Thoma Bravo Completes Acquisition of Stamps.com
EL SEGUNDO, Calif. & SAN FRANCISCO - October 5, 2021 -
Thoma Bravo, a leading software investment firm, and Stamps.com, a leading provider of e-commerce shipping solutions, today announced the completion of Thoma Bravo's acquisition of Stamps.com for approximately $6.6 billion in cash. The acquisition
was previously announced on July 9, 2021, and Stamps.com's stockholders approved the transaction on September 30, 2021.
At completion of the acquisition, Stamps.com stockholders were entitled to receive $330.00 in cash for each share of Stamps.com common stock they owned.
Stamps.com common stock has ceased trading on, and will be de-listed from, the NASDAQ Global Select Market.
"The closing of this transaction marks the next phase of Stamps.com's growth journey and we are thrilled about the opportunities ahead to continue driving our
global strategy to capture the expanding e-commerce shipping market and extend our position as the leading global multi-carrier e-commerce shipping software company", said Ken McBride, Chairman and CEO of Stamps.com. "Leveraging Thoma Bravo's
extensive software and operational expertise, we seek to build on our best-in-class software and technology solutions to provide an even better experience for our customers. I am so grateful to our employees for their hard work that has contributed
to Stamps.com's success, and I know this is only the beginning".
"As the e-commerce landscape continues to evolve, we look forward to partnering with Ken and his team to accelerate Stamps.com's position as the leader in
e-commerce shipping software solutions", said Holden Spaht, a Managing Partner at Thoma Bravo. "Stamps.com has been a pioneer in the industry since it first introduced online postage and we look forward to supporting the company's growth ambitions as
it continues to drive cutting edge product innovation in the large and dynamic e-commerce market".
J.P. Morgan Securities LLC acted as exclusive financial advisor to Stamps.com and Proskauer Rose LLP acted as its legal counsel. Debt financing for the
transaction was provided by Blackstone Credit, credit funds managed by Ares Management Corporation, PSP Investments Credit II USA LLC and Thoma Bravo Credit. Kirkland & Ellis LLP served as legal advisor for Thoma Bravo.
About Stamps.com
Stamps.com (NASDAQ: STMP) is the leading provider of e-commerce shipping software solutions to customers including consumers, small businesses, e-commerce
shippers, enterprises, and high volume shippers. Stamps.com offers solutions that help businesses run their shipping operations more smoothly and function more successfully under the brand names Stamps.com®, Endicia®, ShipStation®, ShipEngine®,
ShippingEasy®, ShipWorks®, GlobalPost® and Metapack®. Stamps.com's family of brands provides seamless access to mailing and shipping services through integrations with more than 500 unique partner applications.
About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the world, with more than $83 billion in assets under management as of June 30, 2021. The firm
invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to
implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. Over the past 20 years, the firm has acquired more than 325 companies representing over $100 billion in
enterprise value. The firm has offices in Chicago, Miami and San Francisco. For more information, visit thomabravo.com.
Contacts
Stamps.com:
Eric Nash
Stamps.com Public Relations
(310) 482-5942
enash@stamps.com
Thoma Bravo:
Megan Frank
212-731-4778
mfrank@thomabravo.com
or
Joe Berg
Finsbury Glover Hering
203-984-2771
joe.berg@fgh.com
# # #

label: fund

text: Thoma Bravo

override: fund

text: Stamps.com

override: organization

text: Thoma Bravo

text: Stamps.com

text: Thoma Bravo

text: Stamps.com

text: Stamps.com

text: Stamps.com

text: Stamps.com

text: Stamps.com

text: Stamps.com

text: Stamps.com

text: Thoma Bravo

text: Stamps.com

text: Stamps.com

text: Thoma Bravo

text: Stamps.com

text: J.P. Morgan Securities LLC

text: Stamps.com

text: Proskauer Rose LLP

text: Ares Management Corporation

text: Thoma Bravo

text: Kirkland & Ellis LLP

text: Thoma Bravo

text: Stamps.com

text: Stamps.com

text: Stamps.com

text: Stamps.com

text: Stamps.com

text: Thoma Bravo

text: Thoma Bravo

text: Thoma Bravo

text: Stamps.com

text: Stamps.com

text: Thoma Bravo


text:
EX-99.1
4
ex991.htm
CONCIERGE TECHNOLOGIES BUYS OUT MINORITY SHAREHOLDERS IN JANUS CAM
EXHIBIT
99.1
Concierge
Technologies Buys Out Minority Shareholders in Janus Cam
January31,
2013, San Francisco, CA. Concierge Technologies, Inc. (OTCBB: "CNCG") today announced that it has purchased all of
the shares of Wireless Village db/Janus Cam that were not owned by Concierge Technologies, thus making Wireless Village once again
its wholly owned subsidiary. The purchase was made through a stock-for-stock exchange whereby the minority shareholders of Wireless
Village, who held approximately 49% of the equity, received in the aggregate 10,000,000 shares of Concierge Technologies Series
B Convertible, Voting, Preferred stock in exchange for their shares of Wireless Village.
Wireless
Village, a Nevada corporation which operates under the fictitious business name of "Janus Cam", has been marketing
video recording devices that incorporate a high-definition dual lens recorder that is captured to an integrated mini DVR along
with audio and GPS-based positioning data. The devices, known generically as "drive cameras" are used as a valuable
fleet management tool by the taxi and limo industry where Janus Cam has garnered a significant market share. Fleet managers are
able to review synchronized video, audio, street level vehicle tracking, speed and event data to research various incidents such
as speeding, collisions and impacts, driver behavior, credit card fraud and other illegal acts. Janus Cam (formerly known as 3
rd
Eye Cam) began operations in 2010 and has seen gross revenues grow from a modest $35,000 per year to nearly $3 million for
2012. By acquiring the minority interest in Janus Cam, Concierge is able to bring 100% of that revenue stream back onto the income
statement.
Concurrent
with the exchange of shares, the Board of Directors of Concierge accepted the resignations of James Kirk and Patrick Flaherty
as directors and the appointment of Peter Park, Nelson Choi, Hansu Kim and Matt Gonzalez to the 7-member board. David Neibert,
Allen Kahn and Samuel Wu will remain on the board as the other 3 members.
With
a focus now on its core business, Janus Cam, Concierge has sold its wholly owned subsidiary Planet Halo to Edward Wu, a Concierge
shareholder, in exchange for a forgiveness of inter-company debt and redemption of 1,101,591 shares of Concierge Technologies
Series B Convertible, Voting, Preferred stock. Planet Halo had been involved in the business of wireless Internet service, but
when that effort was discontinued in 2010 it had become a non-operating entity providing only marketing and product research functions.
The
statements contained in this press release that are not historical facts are forward-looking statements that involve certain risks
and uncertainties including but not limited to risks associated with the uncertainty of our future performance, acquisitions or
dispositions of interests, debt obligations, additional financing requirements, the effect of economic conditions generally and
in the communications and information technology markets specifically, and uncertainties detailed in the Company's filings with
the Securities and Exchange Commission. These and other factors may cause actual results to differ materially from those projected.
For further
information contact:
Concierge
Technologies, Inc.
dneibert@conciergetech.net
866.800.2978
ext.3
www.conciergetech.net
www.januscam.com

text: CONCIERGE TECHNOLOGIES

text: JANUS CAM

text:
Concierge
Technologies

text: Janus Cam

text: Concierge Technologies, Inc.

text: Janus Cam

text: Concierge Technologies

text: Concierge Technologies

text: Janus Cam

text: Janus Cam

text: Janus Cam

text: Janus Cam

text: Concierge

text: Concierge

text: Janus Cam

text: Concierge

text: Planet Halo

text: Edward Wu

text: Concierge

text: Concierge Technologies

text: Planet Halo

text:
Concierge
Technologies, Inc.


text:
EX-99
2
ex99-1form8k_110106.txt
EXHIBIT 99.1
EXHIBIT 99.1
------------
N E W S R E L E A S E
-------------------------------------------------------------------------------
Contact: A. Keith Wall
Chief Financial Officer, Buffets, Inc.
(651) 365-2784
BUFFETS AND RYAN'S RESTAURANT GROUP
COMPLETE MERGER CREATING NATION'S LARGEST BUFFET RESTAURANT CHAIN
COMBINED COMPANY OPERATES 672 RESTAURANTS IN 42 STATES
RYAN'S SHAREHOLDERS TO RECEIVE $16.25 PER SHARE IN CASH
-------------------------------------------------------------------------------
EAGAN, MINNESOTA, NOVEMBER 1, 2006 - Buffets, Inc. and Ryan's Restaurant Group,
Inc. (formerly Nasdaq: RYAN) today announced that they have completed the
previously announced merger of a subsidiary of Buffets and Ryan's. Ryan's
shareholders will receive $16.25 in cash for each common share they own.
The combined company, called Buffets, Inc. and headquartered in Eagan,
Minnesota, is the nation's largest buffet restaurant chain and one of the five
largest companies in the casual and mid-scale dining segment. It has annual
revenues greater than $1.7 billion, and operates 672 restaurants in 42 states,
principally under the well-respected Ryan's(R), Fire Mountain(R), Old Country
Buffet(R) and HomeTown Buffet(R) brands. Ryan's will operate as a separate
division of Buffets and will continue to be based in Greer, South Carolina.
Buffets is owned by an investment partnership organized by Caxton-Iseman
Capital, Inc., a New York-based private equity firm, and the senior management
of Buffets.
R. Michael Andrews, Chief Executive Officer of Buffets, said: "We are pleased
to complete this transaction and create one of the nation's leading restaurant
companies. The new Buffets is greater than the sum of its parts. It has a
national footprint, several great brands, a deep commitment to creating
positive dining experiences and considerable growth opportunities. We welcome
the people of Ryan's to Buffets and expect that their experience with us will
be rewarding and enjoyable".
The transaction was funded through previously announced debt financings
arranged by Credit Suisse Securities (USA) LLC, UBS Securities LLC and Goldman,
Sachs & Co., which resulted in a full refinancing of Buffets' and Ryan's
existing debt; and a sale-leaseback transaction arranged by affiliates of
Fortress Investment Group LLC.
Buffets' financial advisor with respect to the transaction was Berenson &
Company, LLC, and its legal advisor was Paul, Weiss, Rifkind, Wharton &
Garrison LLP. Ryan's financial advisor with respect to this transaction was
Brookwood Associates, LLC, and its legal advisor was Wyche, Burgess, Freeman &
Parham, P.A.
2
ABOUT BUFFETS, INC.
-------------------
Buffets, Inc. currently operates 672 restaurants in 42 states comprised of 663
buffet restaurants and nine Tahoe Joe's Famous Steakhouse(R) restaurants. The
buffet restaurants are principally operated under the Old Country Buffet(R),
HomeTown Buffet(R), Ryan's(R) and Fire Mountain (R) brands. Buffets also
franchises 18 buffet restaurants in seven states. Buffets, Inc. employs
approximately 43,000 team members and serves more than 220 million customers
annually.
ABOUT CAXTON-ISEMAN CAPITAL
---------------------------
Caxton-Iseman Capital, Inc. is a New York-based private equity firm. In
addition to Buffets, its portfolio companies include Ply Gem Industries, Inc.,
a manufacturer of vinyl building products; Electrograph Systems, Inc., a
leading national value-added distributor of display technology solutions;
American Residential Services, LLC, a leading provider of HVAC and plumbing
services; and Prodigy Health Group, Inc., a health care services company.
Caxton-Iseman's investment vehicles have available capital in excess of $2
billion.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
---------------------------------------------------------
The statements contained in this release that are not historical facts are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in, or
implied by, the forward looking statements. The risks and uncertainties
involving forward-looking statements include, but are not limited to, general
and economic conditions, negative publicity, the impact of competition, the
ability to integrate the restaurants acquired in the Ryan's acquisition, the
ability to realize the benefits and synergies of the Ryan's acquisition, the
seasonality of Buffets Holdings' business, adverse weather conditions, future
commodity prices, fuel and utility costs, labor costs, employment and
environmental laws, public health developments including avian flu, government
regulations, and inflation. For a detailed discussion of risks and
uncertainties that you should consider, please refer to the "Risk
Factors/Forward-Looking Statements" section contained in Buffets Holdings' Form
10-K which was filed with the Securities and Exchange Commission on September
20, 2006. The statements in this release reflect Buffets Holdings' current
beliefs and are based upon information currently available to it. Be advised
that developments subsequent to this release are likely to cause these
statements to become outdated with the passage of time and no obligation is
undertaken to provide updates with respect to the information.
# # #

text: A. Keith Wall

text: Buffets, Inc.

text: BUFFETS

text: RYAN'S RESTAURANT GROUP

text: Buffets, Inc.

text:
Ryan's Restaurant Group,
Inc.

text: Buffets

text: Buffets, Inc.

text: Buffets

text: Buffets

text:
Caxton-Iseman
Capital, Inc.

text: Buffets

text: R. Michael Andrews

text: Buffets

text: Buffets

text: Buffets

text: Buffets

text: Buffets

text:
Berenson &
Company, LLC

text: Brookwood Associates, LLC

text:
Wyche, Burgess, Freeman &
Parham, P.A.

text: BUFFETS, INC.

text: Buffets, Inc.

text: Buffets

text: Buffets, Inc.

text: Caxton-Iseman Capital, Inc.

text: Buffets

text: Buffets

text: Buffets

text: Buffets


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
Exhibit 99.1
For Immediate Release
Contact:
Gary J. Fuges, CFA
ValueClick, Inc.
1.818.575.4677
VALUECLICK COMPLETES FASTCLICK ACQUISITION
Westlake Village, CA - September 30, 2005 -
ValueClick, Inc. (Nasdaq: VCLK) today announced
that it has completed its previously announced acquisition of Fastclick, Inc.
Based on its successful exchange offer for the outstanding shares of Fastclick common stock, which
expired on September 27, 2005, and the consummation of a short-form merger of its wholly owned
subsidiary with and into Fastclick, ValueClick has acquired all outstanding shares of Fastclick
common stock. ValueClick has issued approximately 15.6 million shares of ValueClick common stock
and has assumed options to purchase approximately 0.9 million shares of ValueClick common stock (on
a treasury stock basis) in a stock-for-stock transaction.
In the merger, each outstanding share of Fastclick common stock, other than shares owned by
ValueClick as a result of its exchange offer and shares for which appraisal is sought under
applicable Delaware law, was converted into the right to receive 0.7928 of a share of ValueClick
common stock (including the associated preferred share purchase rights). The merger allowed
ValueClick to acquire the remaining shares of Fastclick common stock that were not tendered into
ValueClick's exchange offer. The merger consideration is the same as paid per share of Fastclick
common stock in the exchange offer.
ValueClick will integrate Fastclick with its existing display ad network business within its Media
segment. Fastclick's cash, cash equivalents and marketable securities are expected to be
approximately $80 million as of the completion of the transaction.
About ValueClick
ValueClick, Inc. (Nasdaq: VCLK) is the single-source provider of media, technology and related
services that enable advertisers, agencies and publishers to reach consumers in all major online
marketing channels, through three business units:
.
ValueClick Media
(http://media.valueclick.com) provides brand advertising and
direct marketing solutions for advertisers, agencies and publishers. Through its ValueClick
Brand, ValueClick Direct, ValueClick Search and Web Clients groups, ValueClick Media offers
marketers a wide range of distribution methods, including web-based advertising,
co-registration, pay-per-click search, and a variety of email marketing options.
ValueClick Media also includes
PriceRunner.com
(www.pricerunner.com), a leading global
provider of online comparison-shopping services.
.
Commission Junction (www.cj.com) provides advanced
performance marketing solutions that help marketers increase
online leads and sales. By facilitating strategic
relationships between advertisers and publishers, Commission
Junction leverages its proven expertise in affiliate
marketing and search marketing to drive measurable results
for its clients.
.
Mediaplex (www.mediaplex.com) provides technology and
services that help advertisers, agencies and publishers
manage their online advertising and permission-based email
campaigns. Additionally, Mediaplex provides the AdVault
suite of software and services that help advertising
agencies and other companies operate their businesses more
efficiently, through effective agency management, media
management, and content management solutions.
For more information, please visit www.valueclick.com.
This release contains forward-looking statements that involve risks and uncertainties, including,
but not limited to, ValueClick's ability to complete the merger and successfully integrate the two
companies, trends in online advertising spending and estimates of future online performance-based
advertising. Actual results may differ materially from the results predicted, and reported results
should not be considered an indication of future performance. Important factors that could cause
actual results to differ materially from those expressed or implied in the forward-looking
statements are detailed under "Risk Factors" and elsewhere in filings with the Securities and
Exchange Commission made from time to time by ValueClick, including its Annual Report on Form 10-K
filed on March 31, 2005, recent quarterly reports on
Form 10-Q
, current reports on
Form 8-K
, its
amended registration statement on
Form S-4
, filed on September 27, 2005, and its final prospectus
on Form 424B3 filed on September 28, 2005. Other factors that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements include, but are not
limited to, the risk that market demand for online advertising, and performance-based online
advertising in particular, will not grow as rapidly as predicted.
###

text: ValueClick, Inc.

text: VALUECLICK

text: FASTCLICK

text: ValueClick, Inc.

text: Fastclick, Inc.

text: Fastclick

text: Fastclick

text: ValueClick

text: Fastclick

text: ValueClick

text: ValueClick

text: ValueClick

text: Fastclick

text: ValueClick

text: ValueClick

text: ValueClick

text: Fastclick

text: ValueClick

text: Fastclick

text: ValueClick

text: Fastclick

text: Fastclick

text: ValueClick

text: ValueClick, Inc.

text: ValueClick

text: ValueClick

text: ValueClick

text: ValueClick

text: ValueClick

text: ValueClick

text: ValueClick

text: ValueClick


text:
EX-99
2
ex991.htm
EXHIBIT 99.1
Converted by EDGARwiz
January 11, 2013
For more information contact
Stephen P. Wilson, Chairman and CEO
TO ALL MEDIA:
Steve P. Foster, President
FOR IMMEDIATE RELEASE
at 800-344-BANK
RE:
LCNB National Bank and Citizens National Bank finalize their merger.
On Friday, January 11, 2013, the officers and directors of LCNB National Bank of Lebanon and Citizens National Bank of Chillicothe finalized the merger of their full-service historic Community Banks. The Citizens National Bank offices will now assume the name, LCNB National Bank, and the management and staff will essentially remain the same.
Tom Beard, former CNB President and CEO, will become a Regional President of LCNB and continue in his role in serving the financial and loan needs in Ross, Fayette and surrounding counties. Mr. Beard stated,
"We are excited to finalize our merger with LCNB National Bank. We have always considered LCNB to be one of the strongest banks in Ohio that still holds true to the values of personal service and community banking".
He continued,
"Our customers will enjoy the same personal service but with the added financial services like a full-service Trust and Investment Department, a higher lending limit and mobile banking. We look forward to what the future brings to benefit our customers".
Steve Foster, President of LCNB stated,
"LCNB was founded in Lebanon in 1877, a community that is very similar to Chillicothe and its surrounding communities. Like Citizens National Bank, we have served generations of families and businesses by providing the financial products and services they need to help them succeed.
" He continued,
"Personally, my first job in banking was here in Chillicothe and I grew up in the area. It is very important to me and all of our staff that the people of Ross and Fayette counties receive the service and financial products they need to succeed".
Stephen Wilson, Chairman and CEO of LCNB commented,
"
Working with John Kochensparger, his Board, Tom Beard and his staff, to accomplish this merger has been a distinct pleasure. Our cultures as two dedicated community banks matched up very well. We will work extremely hard going forward to make this a win for our shareholders, customers, employees, and all the communities we serve.
"
LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio. LCNB National Bank is its wholly-owned subsidiary with 31 offices located in Butler, Clermont, Clinton, Fayette, Hamilton, Montgomery, Ross, and Warren Counties, Ohio. Additional information about LCNB Corp. and information about products and services offered by LCNB National Bank can be found on the Internet at
www.LCNB.com
.
####

text: Stephen P. Wilson

text: Steve P. Foster

text: LCNB National Bank

text: Citizens National Bank

text: LCNB National Bank

text: Citizens National Bank

text: Citizens National Bank

text: LCNB National Bank

text: LCNB National Bank

text: Steve Foster

text: Citizens National Bank

text: Stephen Wilson

text: LCNB Corp.

text: LCNB National Bank

text: LCNB Corp.

text: LCNB National Bank


text:
EX-99.1
27
d294425dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
SES Announces Closing of Business Combination with
Ivanhoe Capital Acquisition Corp.
The
combined company to begin trading on the New York Stock Exchange on February 4, 2022 under the ticker symbols "SES" and "SES WS"
BOSTON, MA
-
February 3, 2022 - SES AI Corporation ("SES"), a global leader in the development and production of
high-performance lithium-metal
(Li-Metal)
rechargeable batteries for electric vehicles (EVs) and other applications, announced today that it has closed the previously announced business combination of SES
Holdings Pte. Ltd. and Ivanhoe Capital Acquisition Corp. ("Ivanhoe").
The transaction was approved by Ivanhoe shareholders on February 1,
2022. In connection with the transaction, Ivanhoe was renamed "SES AI Corporation." The Class A common stock and warrants of SES will commence trading on the New York Stock Exchange on February 4, 2022, under the new ticker
symbols, "SES" and "SES WS", respectively.
"Today marks a significant milestone for us. The capital raised through this
transaction is expected to provide SES with the necessary proceeds to continue accelerating its growth and fund key development initiatives. Key partnerships with world-class automakers strengthen the commercialization of SES' technology and
help position it to emerge as a leading global
Li-Metal
battery supplier. We expect to deliver strong value for our internal and external stakeholders over time as we continue to execute on our development and
production plans to bring next generation lithium metal battery technology to global EV manufacturers", said Qichao Hu, SES's founder and Chief Executive Officer.
An upsized $275 million common stock PIPE offering priced at $10.00 per share also closed on February 3, 2022, immediately prior to the closing of
the business combination. The PIPE investors include multiple industry leading OEMs and strategic partners as well as premier financial investors such as: Honda Motor Co. Ltd., General Motors, Hyundai Motor Company, Geely Holding Group, Kia
Corporation, SAIC Motor, Koch Strategic Platforms, LG Technology Ventures, Foxconn, Vertex Ventures, Fidelity Investments Canada ULC (certain funds), and Franklin Templeton. SES investors also include SK Inc., Temasek, Tianqi Lithium, and Applied
Materials.
Goldman Sachs & Co. LLC served as exclusive financial advisor, Deutsche Bank Securities served as exclusive capital markets advisor
and White & Case LLP served as legal advisor to SES. Morgan Stanley & Co. LLC served as sole placement agent on the PIPE offering and as exclusive financial advisor to Ivanhoe. Kirkland & Ellis LLP served as legal advisor
to Ivanhoe. ICR, LLC served as communications advisor to SES.
About SES
SES is a global leader in development and production of high-performance
Li-Metal
rechargeable batteries for electric
vehicles (EVs) and other applications. Founded in 2012, SES is an integrated
Li-Metal
battery manufacturer with strong capabilities in material, cell, module,
AI-powered
safety algorithms and recycling. Formerly known as SolidEnergy Systems, SES is headquartered in Boston and has operations in Singapore, Shanghai, and Seoul. To learn more about SES, please visit:
ses.ai/investors/
1
About Ivanhoe Capital Acquisition Corp.
Prior to the business combination, Ivanhoe Capital Acquisition Corp. (NYSE: IVAN) was a special purpose acquisition company formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Ivanhoe was formed to seek a target in industries related to the paradigm shift away from fossil fuels towards
the electrification of industry and society.
Forward-looking statements
This press release may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding SES's or its management teams' expectations, hopes, beliefs, intentions
or strategies regarding the future. The words "believe", "may", "will", "estimate", "continue", "anticipate", "intend", "expect", "should", "would,"
"could", "plan", "project", "forecast", "predict", "possible", "potential", "seem", "seek", "future", "outlook", "target" and
other similar expressions that predict or indicate future events or trends that are not statements of historical matters may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on SES's current expectations and beliefs concerning future developments and involve a number of risks, uncertainties (some of which are beyond SES's control) or other assumptions. Many factors
could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: changes in domestic and foreign business, market, financial, political and legal conditions; the failure
to realize the anticipated benefits of the business combination; risks relating to the uncertainty of the projected financial information with respect to SES; risks related to the development and commercialization of SES's battery technology
and the timing and achievement of expected business milestones; the effects of competition on SES's business; the risk that the business combination disrupts current plans and operations of SES as a result of the consummation of the business
combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships
with customers and retain its management and key employees; risks relating SES's history of no revenues and net losses; the risk that SES's joint development agreements and other strategic alliances could be unsuccessful; risks relating to
delays in the design, manufacture, regulatory approval and launch of SES's battery cells; the risk that SES may not establish supply relationships for necessary components or pay components that are more expensive than anticipated; risks
relating to competition and rapid change in the electric vehicle battery market; safety risks posed by certain components of SES's batteries; risks relating to machinery used in the production of SES's batteries; risks relating to the
willingness of commercial vehicle and specialty vehicle operators and consumers to adopt electric vehicles; risks relating to SES's intellectual property portfolio; the ability of the combined company to issue equity or equity-linked securities
or obtain debt financing in the future and those factors discussed under the heading "Risk Factors", in the definitive proxy statement/prospectus relating to the business combination, and other documents of SES filed, or to be filed, with
the SEC. There may be additional risks that SES does not presently know or that SES currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect SES's expectations, plans or forecasts of future events and views only as of the date of this press release. SES anticipates that subsequent events and developments will cause its assessments to change. However, while SES may
elect to update these forward-looking statements at some point in the future, SES specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing
2
SES's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contact Information
Media: Irene Lam
ilam@ses.ai
Investors:
SESIR@icrinc.com
SOURCE: SES AI
Corporation
3

text: SES

text: Ivanhoe Capital Acquisition Corp.

text: SES

text: SES

text: SES AI Corporation

text: SES

text:
SES
Holdings Pte. Ltd

text: Ivanhoe Capital Acquisition Corp.

text: SES AI Corporation

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: Goldman Sachs & Co. LLC

text: Deutsche Bank Securities

text: White & Case LLP

text: SES

text: Morgan Stanley & Co. LLC

text: Kirkland & Ellis LLP

text: ICR, LLC

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: Ivanhoe Capital Acquisition Corp.

text: Ivanhoe Capital Acquisition Corp.

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text: SES

text:
SES AI
Corporation


text:
EX-99.2
3
ex992bondlaunchrelease.htm
EXHIBIT 99.2
Exhibit
Exhibit 99.2
CYRUSONE INC. ANNOUNCES PRIVATE OFFERING OF SENIOR NOTES
DALLAS - March 2, 2017 - CyrusOne Inc. (NASDAQ: CONE) (the "Company") announced today that its operating partnership, CyrusOne LP (the "Operating Partnership"), and a wholly owned subsidiary of the Operating Partnership, CyrusOne Finance Corp. (together with the Operating Partnership, the "Issuers"), intend to offer $450 million aggregate principal amount of senior notes due 2024 and $350 million aggregate principal amount of senior notes due 2027 (together, the "Notes") in a private offering, subject to market and other conditions. The Notes will be guaranteed by the Company, CyrusOne GP, a Maryland statutory trust, and certain of the Operating Partnership's existing and future subsidiaries.
The Issuers intend to use the net proceeds from this offering (i) to finance their repurchase of any and all of their outstanding 6.375% Senior Notes due 2022 (the "Existing Notes"), of which $474,808,000 in aggregate principal amount is currently outstanding, by means of a separate tender offer commenced in connection with this offering (the "Tender Offer"), including the payment of consent payments in connection with soliciting consent to certain proposed amendments to the indenture governing the Existing Notes (the "Consent Solicitation"), (ii) for the redemption and discharge of any Existing Notes that remain outstanding after the completion of the Tender Offer and Consent Solicitation, (iii) for the payment of related premiums, fees, discounts and expenses, and (iv) for the repayment of borrowings outstanding under the Operating Partnership's revolving credit facility.
The Notes and the related guarantees will be offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes and the related guarantees will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. This news release does not constitute notice of redemption under the optional redemption provisions of the indenture governing the Existing Notes nor an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Safe Harbor Note
This release contains forward-looking statements regarding future events and our future results that are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as "expects", "anticipates", "predicts", "projects", "intends", "plans", "believes", "seeks", "estimates", "continues", "endeavors", "strives", "may", variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned these forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this release and those discussed in other documents we file with the Securities and Exchange Commission (SEC). More information on potential risks and uncertainties is available in our recent filings with the SEC, including CyrusOne's Form 10-K report, Form 10-Q reports, and Form 8-K reports. Actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.
About CyrusOne
CyrusOne (NASDAQ: CONE) is a high-growth real estate investment trust (REIT) specializing in highly reliable enterprise-class, carrier-neutral data center properties. The Company provides mission-critical data center facilities that protect and ensure the continued operation of IT infrastructure for more than 945 customers, including 181 Fortune 1000 companies.
CyrusOne's data center offerings provide the flexibility, reliability, and security that enterprise and cloud customers require and are delivered through a tailored, customer service-focused platform designed to foster long-term relationships. CyrusOne is committed to full transparency in communication, management, and service delivery throughout its 37 data centers worldwide.
Investor Relations
Michael Schafer
972-350-0060
investorrelations@cyrusone.com

text: CYRUSONE INC.

text: CyrusOne Inc.


text:
EX-99.1
3
exhibit99112-27x21.htm
EX-99.1
Document
Exhibit 99.1
Concentrix Closes Acquisition of PK
FREMONT, Calif., - December 27, 2021 - Concentrix Corporation (Nasdaq: CNXC), a leading global provider of customer experience (CX) services and technologies, today announced that it has closed its recently announced acquisition of PK, and the integration process is underway.
This transaction marks Concentrix' first acquisition since becoming a publicly traded company. PK is a leading global CX digital design and engineering firm with over 5,000 staff across 20 cities in four countries. PK has been recognized and awarded worldwide for designing and engineering digital experiences at scale.
The acquisition supports Concentrix' strategy of investing in digital transformation to deliver exceptional customer experiences and will further the company's ability to scale digital capabilities faster while building excellence in key high growth areas of CX Design & Development, AI, Intelligent Automation and Customer Loyalty.
Speaking about the PK acquisition, Concentrix CEO and President Chris Caldwell said, "The incredible talent of our collective teams was a driving factor in this transaction, giving both businesses an opportunity to leverage new capabilities, attract top talent, and most importantly, continue to grow above market".
As a result of this strategic transaction, the combination of these two leading providers uniquely brings together the best of digital CX solutions and services on a global scale.
About Concentrix
Concentrix Corporation (Nasdaq: CNXC), is a leading global provider of customer experience (CX) solutions and technology, improving business performance for some of the world's best brands including over 100 Fortune Global 500 clients and over 115 global disruptor clients. Every day, from more than 40 countries and across 6 continents, our staff delivers next generation customer experience and helps companies better connect with their customers. We create better business outcomes and help differentiate our clients through technology, design, data, process, and people. Concentrix provides services to clients in our key industry verticals: technology & consumer electronics; retail, travel & ecommerce; banking, financial services & insurance; healthcare; communications & media; automotive; and energy & public sector. Visit www.concentrix.com to learn more.
Safe Harbor
This news 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. Forward-looking statements include, but are not limited to, statements regarding the expected benefits of the acquisition of PK, including the ability to leverage new capabilities, attract top talent and grow above market, the expected growth of the CX Design & Development, AI, Intelligent Automation and Customer Loyalty markets, and the Company's ability to scale its CX digital capabilities, and statements that include words such as believe, expect, may, will, provide, could and should and other similar expressions. These forward-looking statements are inherently uncertain and involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things: risks relating to the transaction, including that the Company will not realize the benefits expected from the transaction; the ability to retain key employees and successfully integrate the PK business; diversion of management's attention; risks related to general economic conditions, including uncertainty related to the COVID-19 pandemic and its impact on the global economy; the level of outsourced business services; the level of business activity of the Company's clients and the market acceptance and performance of their products and services; consolidation of the Company's competitors; competitive conditions in the Company's industry; currency exchange rate fluctuations; variability in demand by the Company's or PK's clients or the early termination of the
Company's or PK's client contracts; competition in the CX solutions industry; political and economic stability in the countries in which the Company operates; the outbreak of communicable disease or other public health crises; cyberattacks on the Company's networks and information technology systems; the inability to protect personal and proprietary information; increases in the cost of labor; the operability of the Company's communication services and information technology systems and networks; changes in law, regulations or regulatory guidance; investigative or legal actions; the loss of key personnel; natural disasters, adverse weather conditions, terrorist attacks, work stoppages or other business disruptions; and other factors contained in the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2020 filed with the Securities and Exchange Commission and subsequent SEC filings. The Company does not undertake a duty to update forward-looking statements, which speak only as of the date on which they are made.
Copyright 2021 Concentrix Corporation
All rights reserved. Concentrix, the Concentrix logo, and all other Concentrix company, product and services names and slogans are trademarks or registered trademarks of Concentrix Corporation and its subsidiaries. Concentrix and the Concentrix logo Reg. U.S. Pat. & Tm. Off. and applicable non-U.S. jurisdictions. Other names and marks are the property of their respective owners.
Investor Contact:
David Stein
Investor Relations
Concentrix Corporation
david.stein@concentrix.com
(513) 703-9306

text: Concentrix

text: PK

text: Concentrix Corporation

text: PK

text: Concentrix

text: PK

text: PK

text: Concentrix

text: PK

text: Concentrix

text: Concentrix

text: Concentrix Corporation

text: Concentrix

text: PK

text: PK

text: PK

text: PK

text: Concentrix Corporation

text: Concentrix

text: Concentrix

text: Concentrix

text: Concentrix Corporation

text: Concentrix

text: Concentrix

text: Concentrix Corporation


text:
EX-99
2
ex99-10012015_011027.htm
Secconnect.com
FitLife Brands, Inc. Closes Merger with iSatori, Inc.
Omaha, NE
-
(October 1, 2015)
-
FitLife Brands, Inc. (OTCBB: FTLF) (
"
FitLife
"
) announced today the closing of the merger agreement with iSatori, Inc. As a result of the transaction, iSatori will become a wholly-owned subsidiary of FitLife (the
"
Merger
"
).
The Merger was voted on and approved by iSatori shareholders at a special meeting on September 29, 2015. Pursuant to the Merger Agreement, each share of iSatori common stock will be converted into 0.1732 shares of FitLife common stock, resulting in the issuance of approximately 2.3 million shares of FitLife Brands common stock.
About FitLife Brands
FitLife Brands formulates innovative and proprietary nutritional supplements for health conscious consumers. FitLife currently markets over 60 different dietary supplements to promote sports nutrition, improved performance, weight loss and general health primarily through domestic and international GNC® franchise locations. FitLife is headquartered in Omaha, Nebraska and its common stock trades on the OTCBB under the symbol
"
FTLF
"
. For more information please visit FitLife
'
s website at:
www.fitlifebrands.com
.
About iSatori, Inc.
iSatori is a consumer products firm that develops and sells nutritional products through online marketing, Fortune 500 retailers, and thousands of retail stores around the world. iSatori is headquartered in Golden, Colorado, and its common stock trades on the OTCQB under the symbol "IFIT." More information about the Company is available at http://www.isatori.com.
1

text: FitLife Brands, Inc.

text: iSatori, Inc.

text: FitLife Brands, Inc.

text: iSatori, Inc.

text: iSatori, Inc.


text:
EX-99.1
2
cmw3573a.htm
PRESS RELEASE
Company contact:
John
B. Kelso, Director of Inv
estor Relations
303.837.1661
or
john.kelso@whiting.com
Whiting Petroleum
Corporation Announces Closing of
Flat Rock Field $365 Million Property Acquisition>
Company Increasing
Exploration and Development Budget to $765 Million
DENVER - May 30, 2008 -
Whiting Petroleum Corporation
(NYSE: WLL)
today announced that it has completed its
acquisition from Chicago Energy Associates, LLC of interests in producing gas wells and
development acreage in the Flat Rock field in Uintah County, Utah for $365 million in
cash. The acquisition also includes gas gathering facilities. The effective date of the
acquisition is January 1, 2008. Whiting funded the purchase price with borrowings under
its existing bank credit facility.
Net production from the properties
was 19 million cubic feet of gas equivalent (MMcfe) per day in March 2008. Whiting
estimates that the proved reserves contained in the acquired properties to be 115.2
billion cubic feet equivalent (Bcfe), of which 98% is natural gas. Of the 115.2 Bcfe, 22%
is proved developed producing and 78% is proved undeveloped. After allocation of $35
million of the purchase price to the gas gathering facilities, the remaining $330 million
results in an acquisition cost for the proved reserves of $2.86 per thousand cubic feet of
gas equivalent (Mcfe). Gas gathering assets in the acquisition include 44 miles of lines,
compression and processing facilities that deliver the gas to the Questar Mainline 40
interstate pipeline. Approximately 83% of the current net daily production from these
properties is operated by Whiting.
The acquisition includes interests in
seven wells producing from the Entrada sandstone formation at a depth of 11,500 feet, as
well as 24 wells producing from shallower Wasatch and Dakota formations. Production from
the wells completed in the Entrada formation makes up 97% of the net daily production. The
Entrada in this area may contain over 100 feet of net pay. Forty-nine square miles of 3-D
seismic support a current plan of approximately 59 additional wells to more fully develop
the Entrada and other formations on the 22,029 gross and 11,534 net acres included in the
acquisition. Of these 59 additional wells, Whiting expects to operate 15 while 44 are
expected to be operated by another experienced area operator.
James J. Volker, Whiting's
Chairman, President and CEO, commented, "We believe this is an excellent acquisition
for Whiting and our shareholders in light of the $2.86 per Mcfe acquisition cost and the
significant upside potential for reserve additions at the Flat Rock field. We also expect
the continued development planned for the Flat Rock field to increase our net production
from the field by approximately 70% in 2009 and to double the current rate in 2010".
Whiting is updating its guidance only
to reflect the impact of the acquisition on the Company's second quarter and
full-year 2008 results. We plan to update our companywide production guidance after the
end of the second quarter when more data is available from our current drilling programs.
Due to the additional operated and non-operated drilling at the Flat Rock field, we are
increasing our exploration and development budget to $765 million from $740 million.
Guidance for the second quarter and
full-year 2008 is as follows:
Guidance
Second Quarter
2008
Full-Year
2008
Production (MMBOE)
3.75
--
3.85
15.60
--
15.80
Lease operating expense per BOE
$ 14.60
--
$ 15.00
$ 14.50
--
$ 14.90
General and admin. expense per BOE
$ 5.70
--
$ 5.90
$ 3.95
--
$ 4.25
Interest expense per BOE
$ 4.05
--
$ 4.25
$ 4.25
--
$ 4.45
Depr., depletion and amort. per BOE
$ 13.90
--
$ 14.30
$ 14.10
--
$ 14.50
Prod. taxes (% of production revenue)
6.3%
--
6.7%
6.4%
--
6.8%
Oil Price Differentials to NYMEX per Bbl
$ 8.50
--
$ 9.00
$ 8.50
--
$ 9.00
Gas Price Differentials to NYMEX per Mcf
$ 0.30
--
$ 0.50
$ 0.25
--
$ 0.45
About Whiting Petroleum Corporation
Whiting Petroleum Corporation, a Delaware corporation, is an independent oil and gas
company that acquires, exploits, develops and explores for crude oil, natural gas and
natural gas liquids primarily in the Permian Basin, Rocky Mountains, Mid-Continent, Gulf
Coast and Michigan regions of the United States. The Company trades publicly under the
symbol WLL on the New York Stock Exchange. For further information, please visit
www.whiting.com
.
2
Forward-Looking Statements
This
news release contains statements that we believe to be "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. All statements other
than historical facts, including, without limitation, statements regarding our future
financial position, business strategy, projected revenues, earnings, costs, capital
expenditures and debt levels, and plans and objectives of management for future
operations, are forward-looking statements. When used in this news release, words such as
we "expect,""intend", "plan", "estimate", "anticipate,""believe" or
"should" or the negative thereof or variations thereon or similar terminology
are generally intended to identify forward-looking statements. Such forward-looking
statements are subject to risks and uncertainties that could cause actual results to
differ materially from those expressed in, or implied by, such statements.
These risks and uncertainties
include, but are not limited to: declines in oil or gas prices; our level of success in
exploitation, exploration, development and production activities; adverse weather
conditions that may negatively impact development or production activities; the timing of
our exploration and development expenditures, including our ability to obtain drilling
rigs and CO
2
; our ability to obtain external capital to finance acquisitions;
our ability to identify and complete acquisitions and to successfully integrate acquired
businesses, including the properties acquired from Chicago Energy; unforeseen
underperformance of or liabilities associated with acquired properties, including the
properties acquired from Chicago Energy; our ability to successfully complete potential
asset dispositions; inaccuracies of our reserve estimates or our assumptions underlying
them; failure of our properties to yield oil or gas in commercially viable quantities;
uninsured or underinsured losses resulting from our oil and gas operations; our inability
to access oil and gas markets due to market conditions or operational impediments; the
impact and costs of compliance with laws and regulations governing our oil and gas
operations; risks related to our level of indebtedness and periodic redeterminations of
our borrowing base under our credit agreement; our ability to replace our oil and gas
reserves; any loss of our senior management or technical personnel; competition in the oil
and gas industry in the regions in which we operate; risks arising out of our hedging
transactions; and other risks described under the caption "Risk Factors" in our
Form 10-K for the year ended December 31, 2007. We assume no obligation, and disclaim any
duty, to update the forward-looking statements in this news release.
3

text:
John
B. Kelso

text:
Whiting Petroleum
Corporation

text: Whiting Petroleum Corporation

text: Chicago Energy Associates, LLC

text: Whiting Petroleum Corporation

text: Whiting Petroleum Corporation

text: Chicago Energy

text: Chicago Energy


text:
EX-99.1
2
v092361_ex99-1.htm
EXHIBIT
99.1
On2
Technologies Completes Business Combination with Hantro
Products
November
1st, 2007
TARRYTOWN,
NY (November 1, 2007) - On2 Technologies, Inc. (AMEX:ONT), a leader in video
compression solutions, announced today that it has completed its business
combination with Finland-based Hantro Products Oy, a leader in multimedia for
mobile devices. The transaction, which was accomplished by an exchange of
shares, was finalized on November 1, 2007. Hantro has now become a wholly-owned
subsidiary of On2.
With
the
addition of Hantro, On2 consolidates its position as a leading international
provider of video compression solutions for all major IP delivery platforms
and
devices. The acquisition expands On2's TrueMotion® product and technology
portfolio across all market segments important for advanced video compression.
As a result, On2 now has the capability to address the broad needs of customers
who comprise the leading businesses in web technologies, VoIP, mobile devices
and semiconductor.
'Our
combination with Hantro and its team emphasizes our commitment to bring
high-quality video to any application or device, and provide our customers
both
hardware implementations and software solutions for our codecs', said Bill
Joll,
president and CEO of On2 Technologies. 'As of today, On2 is a stronger company
with a broader foundation, greater resources and a wider international presence
than ever before. We look forward to delivering the promise of this transaction
to our customers and our shareholders.'
Full
details of the final terms of the transaction will be provided in On2's Current
Report on Form 8-K to be filed shortly with the SEC.
About
On2
Technologies, Inc.
On2
Technologies (Amex: ONT) ensures a compelling video experience for any video
application anywhere. From low bit rate to high definition (HD), On2 provides
optimized video compression technology enabling innovative solutions for
application developers, content and service providers, chip vendors, device
manufacturers, digital signage companies and beyond.
Through
continual innovation, On2 satisfies the toughest quality, bandwidth, and power
requirements for video. The company's proprietary (TrueMotion® VP6™, VP7™) and
standards based (MPEG-2, MPEG-4, H.263, H.264, VC-1) codecs dominate the video
market, with more than 1 billion deployments on desktops worldwide and more
than
200+ million in mobile; they are also proven in silicon with over 25
semiconductor manufacturers globally.
Established
in 1992 and headquartered in Tarrytown, New York, On2 has offices and partners
in Finland, Germany, UK, Japan, China, Taiwan and Korea. Customers include
Nokia, Samsung, Sony, Freescale, AMS, Atmel, Adobe/Macromedia, AOL, Sony, Skype,
Facebook, VideoEgg, Brightcove, Move Networks and XM Satellite Radio. For more
information please visit www.on2.com.
On2
Statement Under the Private Securities Litigation Reform Act
The
release contains information about future expectations, plans and prospects
of
On2 Technologies, Inc.'s management that constitute forward-looking statements
for purposes of the safe harbor provisions under The Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
indicated by these forward-looking statements as a result of various important
factors including, but not limited to, that the proposed transaction may not
result in the development of combined products or increases in revenues that
are
anticipated, the risk that the integrations of the businesses may not occur
without significant additional costs and other factors that are discussed in
the
Company's Annual Report on Form 10-K, as amended, quarterly reports on Form
10-Q, and other documents periodically filed with the SEC.
All
trademarks mentioned in this document are the property of their respective
owners.

text:
On2
Technologies

text:
Hantro
Products

text: On2 Technologies, Inc.

text: Hantro Products Oy

text: Hantro

text: Hantro

text: Hantro

text:
Bill
Joll

text: On2 Technologies

text:
On2
Technologies, Inc.

text:
On2
Technologies

text: On2 Technologies, Inc.


text:
EX-99.1
2
ex99-1.htm
Exhibit 99.1
OMNIQ
Closes its Previously Announced notice to Acquire an Additional 26% of Dangot Computers Increasing its Ownership of Dangot Computers
to 77%
SALT
LAKE CITY, Nov. 30, 2021 (GLOBE NEWSWIRE) - OMNIQ Corp. (NASDAQ:OMQS) (OMNIQ" or the "Company"), a provider
of Supply Chain and Artificial Intelligence (AI)-based Machine Vision solutions, has closed on its
previously announced notice to
acquire an additional 26% of Dangot Computers Ltd. ("Dangot") increasing OMNIQ's ownership to 77%
, effective from
October 1st, 2021. The Company has paid $4,035,000 from its working capital and a straight loan from an Israeli commercial bank.
Dangot
is a profitable prominent player in the field of automation and frictionless equipment. Its systems have gained an excellent reputation
and significant market share in the demanding Israeli market, offering worldwide innovations to multiple verticals like healthcare, retail,
restaurants and warehouse automation.
Based
on the five months of working together, management of OMNIQ strongly believes that Dangot's innovative product offerings fit OMNIQ's
target markets, and as such will be leveraged by its strong sales team in the US market. At the same time, OMNIQ believes it can accelerate
merging its AI products into the supply chain customers served by both companies.
About
OMNIQ Corp.
OMNIQ
Corp. provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver
data collection, real-time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking
management, and access control applications. The technology and services provided by the Company help clients move people, assets, and
data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments.
OMNIQ's
customers include government agencies and leading Fortune 500 companies from several sectors, including manufacturing, retail, distribution,
food and beverage, transportation and logistics, healthcare, and oil, gas, and chemicals. Since 2014, annual revenues have grown to more
than $50 million from clients in the USA and abroad.
The
Company currently addresses several billion-dollar markets, including the Global Safe City market, forecast to grow to $29 billion by
2022, and the Ticketless Safe Parking market, forecast to grow to $5.2 billion by 2023. For more information, visit www.omniq.com.
Information
about Forward-Looking Statements
"Safe
Harbor" Statement under the Private Securities Litigation Reform Act of 1995. Statements in this press release relating to plans,
strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that
are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
This
release contains "forward-looking statements" that include information relating to future events and future financial and
operating performance. The words "anticipate", "may", "would", "will", "expect,"
"estimate", "can", "believe", "potential" and similar expressions and variations thereof
are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance
or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be
achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith
belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance
or results to differ materially from those expressed in or suggested by the forward-looking statements. Examples of forward-looking statements
include, among others, statements made in this press release regarding the closing of the private placement and the use of proceeds received
in the private placement. Important factors that could cause these differences include, but are not limited to: fluctuations in demand
for the Company's products particularly during the current health crisis, the introduction of new products, the Company's
ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted
markets, the adequacy of the Company's liquidity and financial strength to support its growth, the Company's ability to manage
credit and debt structures from vendors, debt holders and secured lenders, the Company's ability to successfully integrate its
acquisitions, and other information that may be detailed from time-to-time in OMNIQ Corp.'s filings with the United States Securities
and Exchange Commission. Examples of such forward looking statements in this release include, among others, statements regarding revenue
growth, driving sales, operational and financial initiatives, cost reduction and profitability, and simplification of operations. For
a more detailed description of the risk factors and uncertainties affecting OMNIQ Corp., please refer to the Company's recent Securities
and Exchange Commission filings, which are available at https://www.sec.gov. OMNIQ Corp. undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless otherwise required
by law.
Investor
Contact:
James
Carbonara
Hayden
IR
(646)-755-7412
james@haydenir.com
Brett
Maas
Hayden
IR
(646)
536-7331
brett@haydenir.com
About
OMNIQ Corp.
omniQ
Corp. (OTCQB: OMQS) provides computerized and machine vision image processing solutions that use patented and proprietary AI technology
to deliver data collection, real-time surveillance and monitoring for supply chain management, homeland security, public safety, traffic
& parking management, and access control applications. The technology and services provided by the Company help clients move people,
assets, and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments.
omniQ's
customers include government agencies and leading Fortune 500 companies from several sectors, including manufacturing, retail, distribution,
food and beverage, transportation and logistics, healthcare, and oil, gas, and chemicals. Since 2014, annual revenues have grown to more
than $50 million from clients in the USA and abroad.
omniQ
recently announced the closing of its acquisition of 51% of the capital stock of Dangot. omniQ has an option to purchase the remaining
49% of the capital stock. Dangot is an Israeli based leader in providing innovative technologies including: frictionless automated order
processing & digital payment processing products for the retail, fast food and parking markets; integrated work stations for physicians,
drug delivery and blood tests; robotics for smart warehouses; point of sales, self-check in management, and other state of the art solutions.
The
Company currently addresses several billion-dollar markets, including the Global Safe City market, forecast to grow to $29 billion by
2022, and the Ticketless Safe Parking market, forecast to grow to $5.2 billion by 2023. For more information, visit
www.omniq.com
.

text: OMNIQ

text: Dangot Computers

text: Dangot Computers

text: OMNIQ Corp.

text: OMNIQ

text: Dangot Computers Ltd.

text: OMNIQ

text: OMNIQ

text: OMNIQ

text: OMNIQ

text: OMNIQ Corp.

text:
OMNIQ
Corp.

text: OMNIQ

text: OMNIQ Corp.

text: OMNIQ Corp.

text: OMNIQ Corp.

text: OMNIQ Corp.

text:
omniQ
Corp.

text: omniQ

text: omniQ

text: omniQ


text:
EX-99.1
5
dex991.htm
EXHIBIT 99.1 -- PRESS RELEASE
Exhibit 99.1 -- Press Release
Exhibit 99.1
FOR IMMEDIATE RELEASE
Essex Contact:
Leonard E. Moodispaw
CEO & President
301.939.7000
Essex Completes
Windermere Group Acquisition
COLUMBIA, MD - March 1, 2005 -
Essex Corporation (NASDAQ: KEYW) announces that it has completed its acquisition of The Windermere Group, LLC. Windermere (
www.windermeregroup.com
) was a profitable, privately held company headquartered in Annapolis, Md., with calendar year
2004 revenues of $64 million. Essex paid $69.4 million for all of the outstanding equity of Windermere in an all cash transaction which closed February 28, 2005.
"This transaction is an important step toward Essex's goal of creating an intelligence technology total solutions
capability", commented Leonard Moodispaw, CEO and President of Essex Corporation. "With the addition of Windermere, Essex now has over 650 employees, including over 400 with the highest level of clearance offered by the United States
Government. I believe this makes Essex one of the largest purely intelligence focused companies in the defense and intelligence industry. We offer solutions ranging from architecture and systems to engineering and devices in the intelligence areas
of signals, image, information, and cyber warfare. I believe that our broad range of capabilities, technology, and customers helps give us a unique perspective on the needs of the intelligence and defense community. This perspective positions us to
partner in the delivery of complete solutions, rather than simply supplying pieces of an increasingly complex information superiority problem set".
Windermere will operate as a wholly-owned subsidiary of Essex Corporation headed by its founder, Raymond Tate. Windermere completed calendar year 2004 with $64 million in
revenues, and over 35% growth from its $47 million in revenues for calendar year 2003. The purchase price of $69.4 million includes repayment of the $25 million bridge loan. In addition, the purchase agreement includes terms for an additional
purchase payment based on excess working capital to be paid on or about May 15, 2005, and an additional purchase payment based on profitability at the conclusion of twelve months of operation within Essex Corporation, to be paid on or about May 31,
2006.
"The intelligence community is in urgent need of technology
solutions to important challenges", according to Ray Tate, Founder and CEO of The Windermere Group. "I believe the combined resources and capabilities of Essex and Windermere will create new standards of innovation and responsiveness for
our customers and exciting new career opportunities for our employees. My long career in the intelligence community has been dedicated to defining and solving intelligence technology problems. I look forward to working closely with Essex to create a
new prime source of solutions for the defense and intelligence community".
- M O R E -
Essex Completes Windermere Group Acquisition
Page 2 of 2
In conjunction with this
acquisition, Essex is revising its 2005 revenue guidance to a range of $155 to $165 million, including 10 months of operating revenue from the Windermere subsidiary. Essex expects the acquisition to be accretive in 2005, after amortization.
Additional information on the acquisition will be provided in the 2004 Earnings Conference Call, scheduled for
March 10 at 5 p.m. as previously announced on January 31, 2005.
About Essex
: Essex provides advanced signal, image, and information processing solutions primarily for U.S. Government intelligence
and defense customers. We create our solutions by combining our services and expertise with hardware, software, and proprietary and patented technology to meet our customers' requirements. For more information contact Essex Corporation,
9150 Guilford Road, Columbia MD 21046; Phone 301.939.7000; Fax 301.953.7880; E-mail info@essexcorp.com, or on the Web at
www.essexcorp.com
.
This press release may contain "forward-looking statements" within the meaning of the United States Private Securities Reform Act of 1995. These
statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance
or achievements. All statements contained herein that are not clearly historical in nature are forward looking. The forward-looking statements in this release include statements addressing the following subjects: future financial condition and
operating results. Economic, business, competitive and/or regulatory factors affecting Essex's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking
statements.
More detailed information about these and other
factors is set forth in Essex's Quarterly Report on Form 10-Q for the fiscal Quarter ended September 26, 2004. Essex 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.
# # # #

text: Essex

text: Leonard E. Moodispaw

text: Essex

text: Windermere Group

text: Essex Corporation

text: The Windermere Group, LLC

text: Windermere

text: Essex

text: Windermere

text: Essex

text: Leonard Moodispaw

text: Essex Corporation

text: Windermere

text: Essex

text: Essex

text: Windermere

text: Essex Corporation

text: Windermere

text: Essex Corporation

text: Ray Tate

text: Essex

text: Windermere

text: Essex

text: Essex

text: Windermere Group

text: Essex

text: Essex

text: Essex

text: Essex

text: Essex Corporation

text: Essex

text: Essex

text: Essex


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
FOR IMMEDIATE RELEASE
INTRAWEST / CNL
INCOME PROPERTIES PARTNERSHIP
COMPLETES SECOND TRANCHE OF PROPERTY ACQUISITION
ALL DOLLAR AMOUNTS ARE IN U.S. CURRENCY
Vancouver, December 17, 2004
- Intrawest Corporation (Intrawest) and CNL Income
Properties, Inc. today announced the two companies' recently created partnership has acquired 298,000 square feet of retail and commercial property at five Intrawest resort villages: the Village of Baytowne Wharf at Sandestin Golf and Beach
Resort, Florida; the Village at Mammoth Mountain, California; the Village at Copper Mountain, Colorado; the Village at Snowshoe Mountain, West Virginia; and the Village at Stratton, Vermont. This second of three tranches of a previously announced
agreement has a total purchase price of approximately $80.6 million.
In order
to facilitate the sale of the five properties to the partnership, Intrawest provided bridge financing of $45 million on commercial terms. Pursuant to the terms of the bridge financing, CNL Income Properties is obligated to refinance the loan. CNL
Income Properties anticipates that permanent financing will be arranged before June 30, 2005, but there can be no assurance that the loan will be refinanced by that time. At the closing of the transaction, the net cash proceeds to Intrawest were
$28.4 million.
"We're pleased to acquire these world-class resort
villages located in popular ski and tourist destinations, which aligns with our strategy to invest in quality recreational and lifestyle-related real estate", said Byron Carlock, president of CNL Income Properties.
"The partnership between Intrawest and CNL Income Properties is a great example of how
Intrawest is focusing on its expertise-based business model", said Joe Houssian, Intrawest's chairman, president and chief executive officer. "It allows Intrawest to sell assets more appropriately owned by a real estate investment
trust, and we maintain our relationship with commercial tenants and the ability to deliver the Intrawest customer experience in our resort villages".
The partners agreed to split the original transaction into three tranches due to its size and complexity. The first tranche, which closed in early December 2004 with a
total purchase price of approximately $30.3 million, included retail and commercial properties at two Canadian resorts: Whistler Creekside at Whistler Blackcomb, British Columbia and the Village at Blue Mountain in Collingwood, Ontario.
The third tranche includes two of Intrawest's newest developments: MonteLago Village
at Lake Las Vegas Resort, Nevada and the Village at Squaw Valley, California. No date has been set for the closing of these properties. The completion of the third tranche is subject to further negotiation and the satisfaction of a number of
conditions, including finalizing the financing, settling and executing definitive documentation, completing the due diligence, and meeting customary closing conditions. There are no assurances that all of the closing conditions will be satisfied or
that CNL Income Properties will acquire these properties.
The partnership between Intrawest and CNL Income Properties was formed to acquire retail and commercial space at nine
Intrawest resort villages. Intrawest owns a 20 percent minority interest in the partnership and continues in its role as property and leasing manager of all of the retail and commercial space involved. CNL Income Properties owns an 80 percent
interest in the partnership.
CNL Income Properties, Inc. is a Maryland
corporation that intends to qualify as a real estate investment trust (REIT) that invests in income-producing real estate with an emphasis on recreation and lifestyle segments, such as ski resorts, golf courses, manufacturer's outlet centers,
marinas, campgrounds and vacation ownership interests. The REIT is an affiliate of CNL Financial Group, Inc. (CNL), one of the nation's largest, privately held real estate investment and finance companies. Headquartered in Orlando, Fla., CNL
and the entities it has formed or acquired have more than $15 billion in assets - including $2.5 billion managed for third-party investors - and have interests in more than 5,100 properties across North America. For more information, visit
www.cnlonline.com
Intrawest Corporation (IDR:NYSE; ITW:TSX) is one of the
world's leading destination resort and adventure travel companies. Intrawest has interests in 10 mountain resorts in North America's most popular mountain destinations, including Whistler Blackcomb, a host venue for the 2010 Winter Olympic
and Paralympic Games. The company owns Canadian Mountain Holidays, the largest heli-skiing operation in the world, and a 67 percent interest in Abercrombie & Kent, the world leader in luxury adventure travel. The Intrawest network also includes
Sandestin Golf and Beach Resort in Florida and Club Intrawest - a private resort club with nine locations throughout North America. Intrawest is developing five additional resort village developments at locations in North America and Europe.
Intrawest is headquartered in Vancouver, British Columbia. For more information, visit www.intrawest.com.
Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995
Certain statements and information included in this release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about future events. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Companies to be materially different from any future results, performance, or achievements expressed or implied in such
forward-looking statements. The Companies disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein to reflect any change in their expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is based. Although the Companies believe their current expectations are based upon reasonable assumptions, the Companies can give no assurance that expectations will be
attained or that actual results will not differ materially.
-30-
For additional information:
Mr. Tim McNulty, director, investor relations at (604) 623-6620 or tmcnulty@intrawest.com.
Ms. Carolyn B. Gosselin, APR, CNL Chief Communications Officer at 407.540.2505 or cgosselin@cnlonline.com

text: INTRAWEST

text:
CNL
INCOME PROPERTIES

text: Intrawest Corporation

text: Intrawest

text:
CNL Income
Properties, Inc.

text: Intrawest

text: Village of Baytowne Wharf

text: Village at Mammoth Mountain

text: Village at Copper Mountain

text: Village at Snowshoe Mountain

text: Village at Stratton

text: Intrawest

text: CNL Income Properties

text:
CNL
Income Properties

text: Intrawest

text: Byron Carlock

text: CNL Income Properties

text: Intrawest

text: CNL Income Properties

text: Intrawest

text: Intrawest

text: Intrawest

text: Intrawest

text: Intrawest

text: CNL Income Properties

text: Intrawest

text: CNL Income Properties

text: Intrawest

text: Intrawest

text: CNL Income Properties

text: CNL Income Properties, Inc.

text: CNL Financial Group, Inc.

text: Intrawest Corporation

text: Intrawest

text: Intrawest

text: Intrawest

text: Intrawest

text: Intrawest

text: Carolyn B. Gosselin