text:
EX-99.1
3
exh99-1_13068.txt
PRESS RELEASE DATED NOVEMBER 15, 2004
EXHIBIT 99.1
------------
JUPITERMEDIA ANNOUNCES ACQUISITION OF HEMERA TECHNOLOGIES INC. FOR ITS
JUPITERIMAGES DIVISION
(New York, NY - November 15, 2004) - Jupitermedia Corporation (Nasdaq: JUPM)
today announced that its wholly-owned subsidiary JupiterImages Corporation has
acquired all of the shares of Hemera Technologies Inc. (www.hemera.com) for
approximately U.S. $7.3 million in cash. Hemera Technologies, based in Gatineau,
Quebec, Canada, is a leading resource for royalty free digital images for
business users and creative professionals. Hemera Technologies sells images on
CD and DVD as well as by download over the Internet, individually or through
subscription, through its Ablestock.com (www.ablestock.com) and ImageExpress.com
(www.imageexpress.com) Web sites.
"The acquisition of Hemera's images and business operations solidifies
JupiterImage's position as one of the largest organizations in the business of
selling royalty free digital images by download or online subscription" stated
Alan M. Meckler, Chairman and CEO of Jupitermedia Corporation. "Hemera's
collection of over 600,000 wholly owned digitized images, which includes photos,
photo objects and clipart, increases our position as the largest owner of wholly
owned digitized images in the world. We anticipate significant marketing and
business synergies between the Hemera business and image assets and our
JupiterImages division as well as our other Jupitermedia properties. We expect
that this acquisition will be accretive to our earnings and cash flows", added
Meckler.
ABOUT JUPITERMEDIA CORPORATION
Jupitermedia Corporation (Nasdaq: JUPM) (www.jupitermedia.com), headquartered in
Darien, CT, is a leading global provider of original information, images,
research and events for information technology, business and creative
professionals. JupiterWeb, the online division of Jupitermedia, operates four
distinct online networks: internet.com and EarthWeb.com for IT and business
professionals; DevX.com for developers; and ClickZ.com for interactive
marketers. JupiterWeb properties include more than 150 Web sites and over 150
e-mail newsletters that are viewed by approximately 20 million users and
generate approximately 300 million page views monthly. Jupitermedia also
includes: JupiterImages, one of the leading images companies in the world with
over 4.0 million images online serving creative professionals with products like
Comstock Images, Thinkstock Images, Thinkstock Footage, Photos.com, Hemera.com
and Clipart.com; JupiterResearch, a leading international research advisory
organization specializing in business and technology market research in 18
business areas and 14 vertical markets; and JupiterEvents, which produces
offline conferences and trade shows focused on IT and business-specific topics,
including Search Engine Strategies and Wi-Fi Planet.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: STATEMENTS IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL FACTS ARE
"FORWARD-LOOKING STATEMENTS" THAT ARE MADE PURSUANT TO THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING
STATEMENTS. THE POTENTIAL RISKS AND UNCERTAINTIES ADDRESS A VARIETY OF SUBJECTS
INCLUDING, FOR EXAMPLE, THE COMPETITIVE ENVIRONMENT IN WHICH JUPITERMEDIA
COMPETES; THE UNPREDICTABILITY OF JUPITERMEDIA'S FUTURE REVENUES, EXPENSES, CASH
FLOWS AND STOCK PRICE; JUPITERMEDIA'S ABILITY TO INTEGRATE ACQUIRED BUSINESSES,
PRODUCTS AND PERSONNEL INTO ITS EXISTING BUSINESSES; JUPITERMEDIA'S DEPENDENCE
ON A LIMITED NUMBER OF ADVERTISERS; AND JUPITERMEDIA'S ABILITY TO PROTECT ITS
INTELLECTUAL PROPERTY. FOR A MORE DETAILED DISCUSSION OF SUCH RISKS AND
UNCERTAINTIES, REFER TO JUPITERMEDIA'S REPORTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934. THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE MADE AS
OF THE DATE OF THIS PRESS RELEASE, AND JUPITERMEDIA ASSUMES NO OBLIGATION TO
UPDATE THE FORWARD-LOOKING STATEMENTS AFTER THE DATE HEREOF.
CONTACT:
Lisa DiGiacomo
Marketing and Public Relations Associate
212-547-7938
ldigiacomo@jupitermedia.com
ALL CURRENT JUPITERMEDIA CORPORATION PRESS RELEASES CAN BE FOUND ON THE WORLD
WIDE WEB AT http://www.jupitermedia.com/corporate/press.html.
--------------------------------------------------------------------------------

text: JUPITERMEDIA

text: HEMERA TECHNOLOGIES INC.

text: Jupitermedia Corporation

text: Hemera Technologies Inc.

text: Hemera

text: Alan M. Meckler

text: Jupitermedia Corporation

text: Hemera

text: Hemera

text: Jupitermedia

text: JUPITERMEDIA CORPORATION

text: Jupitermedia Corporation

text: Jupitermedia

text: Jupitermedia

text: JUPITERMEDIA

text: JUPITERMEDIA

text: JUPITERMEDIA

text: JUPITERMEDIA

text: JUPITERMEDIA

text: JUPITERMEDIA

text: JUPITERMEDIA

text: JUPITERMEDIA CORPORATION


dataset: buster

text:
EX-99.1
2
newsrelease.htm
PRESS RELEASE
Harsco Completes Acquisition of Excell
EXHIBIT 99.1
Harsco Completes Acquisition of Excell
Acquisition Will Be Immediately Accretive to Harsco's Earnings
HARRISBURG, Pa., Feb. 6, 2007 (PRIME NEWSWIRE) -- Worldwide industrial services and products company Harsco Corporation (NYSE:HSC) announced today that it has completed its previously announced acquisition of Excell Materials, Inc., a multinational company that extracts high-value metals content on behalf of leading steelmakers and also specializes in the development of minerals technologies for commercial applications. The acquisition was completed on terms consistent with those previously announced and is expected to be immediately accretive to Harsco's earnings.
Excell posted 2006 sales in excess of $100 million and maintains operations at nine locations in the United States, Canada, Brazil, and South Africa. The company has also established a presence in Europe for future expansion. Excell serves a number of leading U.S. and international steel producers by extracting high-value metallic content from steel slag for production re-use. Excell's processes address the steel industry's increasing worldwide demand for environmentally responsible handling and recycling of its residual materials.
The addition of Excell also positions Harsco in the growing minerals technologies business sector, where Excell serves the commercial turf/agriculture and cement markets with a range of mineral-based products that include Reclime(r), an agricultural liming material; Excellerator, a specialty fertilizer rich in soluble silicon that is demonstrating positive results in improving turfgrass performance on golf courses and high-wear sports surfaces; several mineral-based agricultural fertilizers for use with a range of commercial crops including corn, rice, wheat and sugarcane; and a cement product, Excell Select, an engineered supplementary cementitious material developed to meet cement users' needs for high-performance concrete.
Excell joins Harsco's Mill Services Segment and will also share technologies and resources with the Company's Reed Minerals division, a market leader in the production of mineral abrasives and roofing granules from slag materials. "We welcome Excell to the Harsco family and look forward to its exciting worldwide market opportunities as another strong platform to Harsco's continuing growth", said Harsco President, CFO and Treasurer, Salvatore Fazzolari.
Harsco is a leading worldwide industrial services company serving major customers around the globe. The Company's common stock is a component of the S&P MidCap 400 Index and the Russell 1000 Index. Additional information can be found at www.harsco.com.
The Harsco Corporation logo is available at http://www.primezone.com/newsroom/prs/?pkgid=361
The Excell Materials logo is available at http://www.primenewswire.com/newsroom/prs/?pkgid=3278
CONTACT: Harsco Corporation
Media Contact
Kenneth D. Julian
(717) 730-3683
kjulian@harsco.com
Investor Contact
Eugene M. Truett
(717) 975-5677
etruett@harsco.com
www.harsco.com

label: organization

text: Harsco

text: Excell

text: Harsco

text:
Excell
Acquisition

text: Harsco

text: Harsco Corporation

text: Excell Materials, Inc.

text: Harsco

text: Excell

text: Excell

text: Excell

text: Excell

text: Harsco

text: Excell

text: Excell

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text: Harsco

text: Excell

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text: Harsco

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text: Harsco Corporation

text: Harsco Corporation

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
kl08028_ex99-1.htm
PRESS RELEASE
kl08028_ex99-1.htm
Exhibit 99.1
CONTACT:
John C. Wobensmith
Chief Financial Officer
Genco Shipping & Trading Limited
(646) 443-8555
Genco Shipping & Trading Limited Takes Delivery of Supramax Vessel
NEW YORK, August 18, 2010 - Genco Shipping & Trading Limited (NYSE: GNK) today announced that it has taken delivery of the Genco Aquitaine, a 2009-built Supramax vessel. The Genco Aquitaine is the seventh vessel to be delivered to the Company under Genco's agreement previously announced on June 25, 2010 to acquire 13 Supramax vessels from Setaf SAS, a wholly owned subsidiary of Bourbon SA.
The Company has signed a novation agreement for Genco Aquitaine's current time charter with Samsun Logix Corporation at a rate of $20,000 per day, less a 5% third party brokerage commission, with a minimum expiration of March 2011 and a maximum expiration of May 2011. The charter includes a 50% hire-based profit sharing component on the difference between the rate mentioned above and the rate that the charterer has sub-chartered the vessel at for the remainder of the contract's life. The gross effective rate for the duration of this charter is approximately $21,250 per day.
The Company used its available cash to pay the remaining balance of $32.13 million for the Genco Aquitaine. On July 16, 2010, the Company entered into a commitment letter for a $253 million senior secured term loan facility and, upon the closing of this credit facility, intends to use the credit facility to refund a total of $20.0 million associated with the purchase of this vessel to the Company.
About Genco Shipping & Trading Limited
Genco Shipping & Trading Limited transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Genco currently owns a fleet of 43 drybulk vessels, consisting of nine Capesize, eight Panamax, eleven Supramax, six Handymax and nine Handysize vessels, with an aggregate carrying capacity of approximately 3,327,000 dwt. After the expected delivery of four remaining Handysize vessels and six remaining Supramax vessels that Genco has agreed to acquire and retain, Genco will own a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, seventeen Supramax, six Handymax, and thirteen Handysize vessels with a total carrying capacity of approximately 3,813,000 dwt. References to Genco's vessels and fleet in this press release exclude vessels owned by Baltic Trading Limited, a subsidiary of Genco.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on management's current expectations and observations, and include, without limitation, the expected delivery of the Genco Aquitaine to its charterer and the amounts expected to be received under the charter, Genco's intentions to refund a portion of the vessel's purchase price using the credit facility mentioned above, and expected deliveries of additional vessels. These forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. Such statements are subject to various risks, uncertainties and assumptions, including the fulfillment of the closing conditions under, or the execution of customary additional documentation for, Genco's agreements to acquire vessels; the completion of definitive documentation for charters; completion and funding of financing on acceptable terms; and completion of definitive documentation for the $253 million senior secured term loan facility referenced above. Should one or more of those risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed in any forward-looking statements. These risks, as well as others, are discussed in greater detail in Genco's filings with the SEC, including, without limitation, the "Risk Factors" section in each of the preliminary prospectus supplements and related prospectus relating to our offerings, our Annual Report on Form 10-K for the year ended December 31, 2009 and our subsequent filings with the SEC.
###

label: person

text: John C. Wobensmith

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Setaf SAS

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco


text:
EX-99.1
2
a8kteridianacqexhibit991.htm
PRESS RELEASE
WebFilings | EDGAR view
Press Release
Investor Contact
Paresh Maniar
Executive Director, Investor Relations
(408) 470-5348
MAXIM ANNOUNCES COMPLETION OF ACQUISITION OF TERIDIAN SEMICONDUCTOR
SUNNYVALE, CA - May 11, 2010 - Maxim Integrated Products, Inc. (NASDAQ:MXIM) announced today the successful completion of its acquisition of privately held Teridian Semiconductor Corporation on May 11, 2010. The Company previously announced its proposed acquisition of Teridian on April 12, 2010. Teridian is a fabless mixed-signal semiconductor company focused on electricity metering and energy measurement for the smart grid.
About Maxim
Maxim Integrated Products is a publicly traded company that designs, manufactures, and sells high-performance semiconductor products. The Company was founded over 25 years ago with the mission to deliver innovative analog and mixed-signal engineering solutions that add value to its customers' products. To date, it has developed over 6,300 products serving the industrial, communications,
consumer, and computing markets. Maxim reported revenue in excess of $1.6 billion for fiscal 2009. A Fortune 1000 company, Maxim is included in the Nasdaq 100, the Russell 1000, and the MSCI
USA indices. For more information, go to www.maxim-ic.com.
# # #

text: MAXIM

text: TERIDIAN SEMICONDUCTOR

text: Maxim Integrated Products, Inc.

text: Teridian Semiconductor Corporation

text: Teridian

text: Teridian

text: Maxim

text: Maxim

text: Maxim


text:
EX-99
2
str8k030408prex991.htm
EX 99.1
Exhibit 99
Exhibit 99.1.
Questar completes acquisition of Louisiana properties,
raises production and earnings guidance, and adds to hedge positions
SALT LAKE CITY - Questar Corporation (NYSE:STR) today announced that subsidiary Questar Exploration and Production Company (Questar E&P) has closed the previously announced purchase of two significant natural gas development properties in northwest Louisiana, for an aggregate adjusted purchase price of $659 million, subject to customary post-close adjustments. The properties are located in Red River and Bienville Parishes, approximately 10 miles south and east of Questar E&P's existing Elm Grove Field operations.
Questar also revised 2008 earnings and production guidance and underlying assumptions to incorporate the newly acquired properties, the recent increase in natural gas and crude oil prices, and additional natural gas fixed-price hedges.
Revised Earnings Guidance and Assumptions
2008
2008
Current
Previous
Earnings per diluted share
$3.05-$3.20
$2.90-$3.05
Average diluted shares (millions)
176.2
176.2
Questar E&P production - Bcfe
160-163
148-151
Pinedale well completions
60-65
60-65
NYMEX gas price per MMBtu*
$9.00-$10.00
$7.50-$8.50
NYMEX/Rockies basis differential per MMBtu*
$1.45-$1.20
$1.45-$1.20
NYMEX/Midcontinent basis differential per MMBtu*
$1.25-$1.00
$1.25-$1.00
NYMEX crude oil price per bbl*
$95.00-$100.00
$85.00-$90.00
* On unhedged volumes for the remainder of 2008
·
Questar E&P has now hedged about 78% of forecast natural gas and oil-equivalent production for the remainder of 2008 with fixed-price swaps. Additionally, the company has hedged about 2% of its forecast natural gas production for the remainder of 2008 with basis-only swaps (see table at the end of this release).
·
The company estimates that a $1.00 per MMBtu change in the average NYMEX price of natural gas for the remainder of 2008 would result in about a $0.02 change in earnings per diluted share.
·
A $10.00 per bbl change in the average NYMEX price of oil for the remainder of 2008 would result in about a $0.05 change in earnings per diluted share.
"We're now in a position to grow Questar E&P production 14 to 16% in 2008", said Chuck Stanley, Questar COO and head of the company's exploration and production businesses. "We've also taken advantage of the recent jump in natural gas prices to hedge additional Questar E&P production to lock in attractive returns on invested capital and cash flows, both from the newly acquired properties and from our existing assets." The company has added 11 Bcf of natural gas fixed-price swaps for the remainder of 2008, 28.1 Bcf for 2009, and 28.4 Bcf for 2010 since it last disclosed hedge positions on February 12, 2008 (See table at end of this release for a detailed summary of current hedge positions).
About Questar
Questar Corp. (NYSE:STR) is a natural gas-focused energy company with an enterprise value of about $11 billion. Questar finds, develops, produces, gathers, processes, transports, stores and distributes natural gas.
Forward-Looking Statements
This release includes forward-looking statements within the meaning of Section 27(a) of the Securities Act of 1933, as amended, and Section 21(e) of the Securities Exchange Act of 1934, as amended. Such statements are based on management's current expectations, estimates and projections, which are subject to a wide range of uncertainties and business risks. Factors that could cause actual results to differ from those anticipated are discussed in the company's periodic filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2007. Questar undertakes no obligation to publicly correct or update the forward-looking statements in this news release, in other documents, or on the Web site to reflect future events or circumstances. All such statements are expressly qualified by this cautionary statement.
For more information, visit Questar's website: www.questar.com.
Natural Gas Hedge Positions - March 3, 2008
Time Periods
Rocky
Mountains
Midcontinent
Total
Rocky
Mountains
Midcontinent
Total
Estimated
Gas (Bcf) Fixed-Price Swaps
Average Price Per Mcf, Net to the Well
2008
March - June
25.3
14.5
39.8
$6.99
$8.06
$7.38
Second half
38.5
22.9
61.4
7.00
8.11
7.41
Remainder of 2008
63.8
37.4
101.2
7.00
8.09
7.40
2009
First half
28.6
29.5
58.1
$7.07
$8.12
$7.61
Second half
29.0
30.0
59.0
7.07
8.12
7.61
12 months
57.6
59.5
117.1
7.07
8.12
7.61
2010
First half
6.7
26.2
32.9
$6.88
$8.09
$7.84
Second half
6.8
26.6
33.4
6.88
8.09
7.84
12 months
13.5
52.8
66.3
6.88
8.09
7.84
Estimated
Gas (Bcf) Basis-Only Swaps
Average Basis Per Mcf vs. NYMEX
2008
March - June
1.1
1.1
$1.83
$1.83
Second half
1.7
1.7
1.83
1.83
Remainder of 2008
2.8
2.8
1.83
1.83
2009
First half
8.4
1.7
10.1
$1.27
$1.08
$1.24
Second half
8.6
1.7
10.3
1.27
1.08
1.24
12 months
17.0
3.4
20.4
1.27
1.08
1.24
2
2010
First half
1.7
1.7
$0.94
$0.94
Second half
1.7
1.7
0.94
0.94
12 months
3.4
3.4
0.94
0.94
Crude Oil Hedge Positions - March 3, 2008
Time Periods
Rocky
Mountains
Midcontinent
Total
Rocky
Mountains
Midcontinent
Total
Estimated
Oil (Mbbl) Fixed-Price Swaps
Average Price Per Bbl, Net to the Well
2008
March - June
281
146
427
$67.39
$70.77
$68.55
Second half
423
221
644
67.39
70.77
68.55
Remainder of 2008
704
367
1,071
67.39
70.77
68.55
2009
First half
217
145
362
$60.55
$66.55
$62.95
Second half
221
147
368
60.55
66.55
62.65
12 months
438
292
730
60.55
66.55
62.95
3

text: Questar

text: Questar Corporation

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar


text:
EX-99.1
4
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
Aceto Corporation
One Hollow Lane
Lake Success, New York 11042-1215
"Enabling Quality Worldwide"
™
NEWS RELEASE
FOR IMMEDIATE RELEASE
Aceto Corporation Announces The Closing of The Rising Pharmaceuticals, Inc.,
Transaction
LAKE SUCCESS, NY - January 3, 2011
- Aceto Corporation (NASDAQ:ACET), a global leader in the sourcing, quality assurance, regulatory support, marketing and distribution of pharmaceuticals, nutraceuticals, specialty chemicals and crop protection products, today announced that it has closed the previously announced transaction for its wholly-owned subsidiary to acquire certain assets of Rising Pharmaceuticals, Inc ("Rising").
The Company will hold a conference call and webcast to discuss the transaction on January 6, 2011. That morning, at 9:00 AM ET, Albert Eilender, Ronald Gold, and Douglas Roth will conduct a conference call. Interested parties may participate in the call by dialing 800-447-0521(847-413-3238 for international callers) - please call in 10 minutes before the call is scheduled to begin, and ask for the Aceto call (conference ID # 28692288). The conference call will also be webcast live via the Investor Relations section of our website,
www.aceto.com
. To listen to the live call please go to the website at least 15 minutes early to register, download and install any necessary audio software. The slide presentation that will be discussed on the conference call and webcast will be made available on the Company's website no later than the evening of January 5, 2011. To access the slides, go to the Company's homepage and click on the link for the January 6, 2011 Rising Transaction Presentation".
The conference call will be archived on the Company's website, and a recorded phone replay will also be available from 1:00 p.m. ET on Thursday January 6, 2011 until 5:00 p.m. ET on Monday January 10, 2011. Dial 888-843-7419 (630-652-3042 for international callers) and enter the code 28692288 for the phone replay.
ABOUT ACETO
Aceto Corporation, incorporated in 1947, is a global leader in the sourcing, quality assurance, regulatory support, marketing and distribution of pharmaceuticals, nutraceuticals, specialty chemicals and crop protection products. With business operations in ten countries, Aceto distributes over 1000 chemical compounds used either as principal raw materials or as finished products in the pharmaceutical, agricultural, surface coating/ink and general chemical consuming industries. Aceto's global operations, including a staff of 26 in Shanghai and 12 in India are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities. (ACET-F)
For information contact:
Theodore Ayvas
Director of Corporate Communications
& Investor Relations
Aceto Corporation
(516) 627-6000
www.aceto.com

text: Aceto Corporation

text: Aceto Corporation

text: The Rising Pharmaceuticals, Inc.

text: Aceto Corporation

text: Rising Pharmaceuticals, Inc

text: Aceto Corporation

text: Theodore Ayvas

text: Aceto Corporation


text:
EX-99.1
2
v230390_ex99-1.htm
Exhibit 99.1
ANSYS, Inc. Announces Successful Closing of Apache Acquisition
PITTSBURGH, Aug. 1, 2011 /PRNewswire/ -- ANSYS, Inc. (NASDAQ: ANSS), announced today the Company has successfully completed the acquisition of Apache Design Solutions, Inc., a leading simulation software provider for advanced, low-power solutions in the electronics industry. Under the terms of the agreement, ANSYS acquired 100% of Apache for a purchase price of approximately $314 million in cash, which included $31.1 million in cash on Apache's balance sheet and includes up to $12 million in cash payments which may be paid in
equal portions on each of the first three anniversaries of the closing of the acquisition based upon the retention of Dr. Andrew T. Yang as an employee of the combined company at such anniversary. The agreement also included retention provisions and incentives for key members of management and employees, earned over a three fiscal year period beginning on January 1, 2012, including an additional $13 million of performance equity awards. The Company funded the transaction with cash on-hand from the combined organization. The complementary combination is expected to accelerate development and delivery of new and innovative products to the marketplace while lowering design and engineering costs for customers. ANSYS expects the acquisition to be modestly accretive to non-GAAP earnings per share in the first full year of combined operations.
(Logo:
http://photos.prnewswire.com/prnh/20110127/MM38091LOGO)
Apache's software enables engineers to design power-efficient devices while satisfying ever-increasing performance requirements. For example, smartphones continually add functionality to their platforms such as high definition video, GPS, video recording and conferencing with the consumer expectation that battery life will be extended. Engineers use Apache's products to design and simulate efficient, low power integrated circuits for high-performance electronic products found in devices such as tablets, smartphones, LCD televisions, laptops and high end computer servers, to name a few. The worldwide need for smart, energy-efficient electronics has never been greater while engineering challenges continually expand. Solutions to these engineering challenges rely on accurate, predictive simulation software. The
acquisition of Apache complements ANSYS' software solutions by bringing together best-in-class products that drive ANSYS' system vision for integrated circuits, electronic packages and printed circuit boards.
James E. Cashman III, President and Chief Executive Officer of ANSYS commented, "Finalizing the acquisition of Apache is great news for our employees, our customers and our partners. We are very excited to be able to move forward today as a unified company and begin accelerating our strategy for the future".
The combination of ANSYS' and Apache's software products and services is expected to give ANSYS the most comprehensive, independent electronics engineering simulation software offerings in the industry, reaffirming and strengthening ANSYS' commitment to open interface and flexible simulation solutions that are primarily driven by
customer demand and choice. With over 60 direct sales offices and 21 development centers, on three continents, the combined company will employ approximately 2,000 people.
"With the operations and technology synergies that Apache and ANSYS share, we are confident that we can deliver comprehensive, innovative and world-class simulation technologies that customers demand", said Dr. Andrew T. Yang, co-founder and Chief Executive Officer of Apache, who will serve as President of Apache Design, Inc., the surviving corporation and a wholly-owned subsidiary of ANSYS, as well as a member of ANSYS' senior management team in the role of Vice President and General Manager.
The company intends to provide updated financial guidance with respect to Apache and the financial outlook of the combined company during its second quarter earnings conference call being held at
10:30 a.m. ET on Thursday, August 4, 2011.
Conference Call Information:
What: ANSYS Second Quarter 2011 Earnings Conference Call
When: August 4, 2011 at 10:30 a.m. Eastern Time
Where: http://investors.ansys.com
The conference call dial-in number is 866-524-3160 (US), 866-605-3852 (CAN) or 412-317-6760 (INT'L) Passcode: ANSYS (26797). The call will be recorded with replay at 877-344-7529 (US) or 412-317-0088 (INT'L) Passcode: 10002050
About ANSYS, Inc.
ANSYS, Inc., founded in 1970, develops and globally markets engineering simulation software and technologies widely used by engineers, designers, researchers and students across a broad spectrum of industries and academia. The Company focuses on the development of open and flexible solutions that enable users to analyze designs directly on the desktop, providing a common
platform for fast, efficient and cost-conscious product development, from design concept to final-stage testing and validation. The Company and its global network of channel partners provide sales, support and training for customers. Headquartered in Canonsburg, Pennsylvania, U.S.A., with more than 60 strategic sales locations throughout the world, ANSYS, Inc. and its subsidiaries employ approximately 2,000 people and distribute ANSYS products through a network of channel partners in over 40 countries. Visit www.ansys.com for more information.
Forward-Looking Information
Certain statements contained in the press release regarding matters that are not historical facts, including statements regarding the impact of the acquisition, expectations that the acquisition will be modestly accretive to non-GAAP earnings per share in the first full year of combined operations,
statements regarding the complementary and efficient combination of ANSYS and Apache and expectations regarding the combined company's ability to accelerate development and delivery of new, comprehensive, innovative, world-class and customer-driven simulation technologies and products to the marketplace, to lower design and engineering costs for customers and the combined company accelerating its strategy for the future, statements regarding the most comprehensive, independent electronics engineering simulation software offerings in the industry, statements about reaffirming and strengthening ANSYS' commitment to open interface and flexible simulation solutions that are primarily driven by customer demand and choice and statements regarding the demand for the combined company's products, are "forward-looking" statements (as defined in the Private Securities
Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements in this press release are subject to risks and uncertainties. These include the risks that that the businesses of ANSYS and Apache may not be combined successfully or such combination may take longer or cost more to accomplish than expected, that operating costs, customer loss and business disruption following the acquisition of Apache may be greater than expected, that the combined company will be unable to integrate management teams, strategies, cultures and operations of the two companies, retain and assimilate the key personnel of each company, integrate sales and business development operations, retain existing customers of each company, develop new
products and services that utilize the technologies and resources of both companies, create uniform standards, controls, procedures, policies and information systems, realize the anticipated cost savings in the combined company, and combined the businesses of ANSYS and Apache in a manner that does not materially disrupt Apache's existing customer relationships nor otherwise result in decreased revenues and that allows ANSYS to capitalize of Apache's growth opportunities. Additional risks include the risks regarding the loss of key employees that are critical to the successful integration and future operations of the companies, the potential disruption of each company's ongoing business and distraction of their respective management teams, the difficulty of incorporating acquired technology and rights into ANSYS' products and services, unanticipated expenses related to
technology integration, potential disruptions in each company's operations, loss of customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs, possible inconsistencies in standards, control, procedures and policies that could adversely affect ANSYS' ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the acquisition, potential unknown liabilities associated with the acquisition, customer acceptance of new products, the risk that the combined company's operating results will be adversely affected by possible delays in developing, completing, or shipping new or enhanced products, risks that enhancements to the combined company's products may not produce anticipated sales, and other factors that are detailed from time to time in reports filed by ANSYS, Inc. with
the U.S. Securities and Exchange Commission, including the Annual Reports on Form 10-K, the quarterly reports on Form 10-Q, current reports on Form 8-K and other documents ANSYS has filed. ANSYS and Apache undertake no obligation to publicly update or revise any forward-looking statements, whether changes occur as a result of new information or future events after the date they were made.
ANSS - F
CONTACT: Investors, Annette Arribas, CTP, +1-724-514-1782, annette.arribas@ansys.com, or Media, Fran Hensler, +1-724-514-2967, fran.hensler@ansys.com

text: ANSYS, Inc.

text: Apache

text: ANSYS, Inc.

text: Apache Design Solutions, Inc.

text: ANSYS

text: Apache

text: Apache

text: Andrew T. Yang

text: ANSYS

text: Apache

text: Apache

text: Apache

text: ANSYS

text: ANSYS

text: James E. Cashman III

text: ANSYS

text: Apache

text: ANSYS

text: Apache

text: ANSYS

text: ANSYS

text: Apache

text: ANSYS

text: Andrew T. Yang

text: Apache

text: ANSYS

text: ANSYS

text: Apache

text: ANSYS

text: ANSYS

text: ANSYS, Inc.

text: ANSYS, Inc.

text: ANSYS, Inc.

text: ANSYS

text: ANSYS

text: Apache

text: ANSYS

text: ANSYS

text: Apache

text: Apache

text: ANSYS

text: Apache

text: Apache

text: ANSYS

text: Apache

text: ANSYS

text: ANSYS

text: ANSYS, Inc.

text: ANSYS

text: ANSYS

text: Apache


text:
EX-99
2
ex99-1form8k101207.txt
News Release
Contact:
Integra LifeSciences Holdings Corporation
John B. Henneman III John Bostjancic
Executive Vice President, Vice President, Corporate Development
Chief Administrative Officer, and Investor Relations
and Acting Chief Financial Officer (609) 936-2239
(609) 936-2481 jbostjancic@Integra-LS.com
jhenneman@Integra-LS.com
Integra LifeSciences Acquires IsoTis Creating a Global Leader in
Orthobiologics
PLAINSBORO, New Jersey, October 29, 2007, -- Integra LifeSciences Holdings
Corporation (Nasdaq:IART) announced today it has acquired the shares of IsoTis,
Inc. for $7.25 in cash per share of IsoTis common stock, representing total
consideration of approximately $51 million. All of IsoTis' outstanding $12.6
million in debt was repaid at closing.
"The Integra-IsoTis combination further establishes Integra's leadership in
regenerative technologies", said Stuart Essig, Integra's Chief Executive
Officer. "The combined company offers some of the most advanced technologies to
address surgeons' needs. Integra expects to realize the benefits of our
best-in-class products and technologies in both our top line growth and earnings
per share over the long term".
Integra is now one of the largest companies in the world focused on advanced
technology in orthobiologics and has a product portfolio encompassing some of
the largest and most trusted orthobiologic brands, such as INTEGRA(R) Dermal
Regeneration Template, DuraGen(R) Dural Graft Matrix, Integra Mozaik(TM)
Osteoconductive Scaffold, NeuraGen(R) Nerve Guide and the Accell family of
demineralized bone matrix products, DynaGraft(R)II and OrthoBlast(R) II. The
combined company has operations in North America and Europe with more than 2,000
employees, including approximately 300 sales and service professionals and over
500 employees in Europe.
Benefits of the Combination
Comprehensive orthobiologic product portfolio using best-in-class technology.
Both Integra's and IsoTis' products are recognized as best-in-class. The
combined company is uniquely positioned to offer a comprehensive orthobiologic
product portfolio.
Extensive channel coverage. The merged company has one of the largest sales and
service organizations focused on orthobiologics in the United States. Integra
intends to integrate both IsoTis' domestic network of independent distributor
agents and its global network of independent orthopedics distributors into
Integra's own sales efforts and leverage this expanded distribution. "We are
excited about the strong sales network that Integra now has for its
orthobiologics portfolio. The distribution of IsoTis' products through the
existing network of dealers is critical to the long-term strategy and success of
sales of Integra OrthoBiologics", said Brian Larkin, President of Integra
NeuroSciences.
Cross-selling opportunities. By leveraging the combined company's product
offering and broader channel coverage, Integra expects to drive cross-selling
opportunities across the organization, increasing penetration of key customer
segments such as neurosurgery, spine, extremity, trauma and reconstructive
surgery. These initiatives are expected to enhance revenue growth over the long
term.
Expanded international presence. The merged company expects to benefit from a
broader global platform with direct selling organizations in North America and
Europe. Today, approximately 25 percent of combined revenues are generated
internationally. The company expects to increase growth in international
revenues by capitalizing on the increased scope and scale created by this
combination, which will include an international direct sales and service team
of over 75 associates and 200 distribution partners selling in over 100
countries.
Cost savings. Excluding transaction related costs and charges, the combined
organization is expected to generate recurring cost savings from enhanced
efficiency in manufacturing, purchasing, administrative, research and sales and
marketing efforts.
Integra Guidance for 2008
"While the transaction will be dilutive to reported earnings for several
quarters as we restructure the business", said Stuart M. Essig, Integra's
President and Chief Executive Officer, "we expect substantial savings to come
from the reduction of public company costs, duplicative board and executive
management costs, redundant insurance costs, and reduced advisory, legal and
accounting fees. Additionally, by the end of 2008, Integra expects to complete
the integration of IsoTis' marketing, product development, administrative and
logistics functions into Integra's existing infrastructure and generate
additional cost savings".
Integra expects to provide more detailed guidance regarding the financial
aspects of the transaction, including the impact of purchase accounting, and its
expected impact on Integra's future financial results on its third quarter
earnings conference call scheduled for November 9, 2007.
Advisors
Thomas Weisel Partners LLC acted as advisor to IsoTis, and provided a fairness
opinion to the IsoTis Board of Directors. Latham & Watkins LLP was legal counsel
for IsoTis. Willkie Farr & Gallagher LLP was legal counsel for Integra.
Integra LifeSciences Holdings Corporation, a world leader in regenerative
medicine, is dedicated to improving the quality of life for patients through the
development, manufacturing, and marketing of cost-effective surgical implants
and medical instruments. Integra's products, used primarily in neurosurgery,
extremity reconstruction, orthopedics and general surgery, are used to treat
millions of patients every year. The company's headquarters are in Plainsboro,
New Jersey, and it has research and manufacturing facilities throughout the
world. For more information visit www.Integra-LS.com.
This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, but are not limited to, statements concerning expectations for this
newly acquired business and the expected impact of this acquisition on Integra's
future financial results. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from
predicted or expected results. Among other things, Integra's ability to
successfully integrate IsoTis' operations into its operations could affect the
impact of this acquisition on Integra's future financial results. In addition,
the economic, competitive, governmental, technological and other factors
identified under the heading "Risk Factors" included in section IA of Integra's
Annual Report on Form 10-K for the year ended December 31, 2006 and information
contained in subsequent filings with the Securities and Exchange Commission
could affect actual results.
IART-A
SOURCE: Integra LifeSciences Holdings Corp.

text: Integra LifeSciences

text: IsoTis

text:
IsoTis,
Inc.

text: IsoTis

text: IsoTis

text: IsoTis

text: IsoTis

text: IsoTis

text: Brian Larkin

text: IsoTis

text: Thomas Weisel Partners LLC

override: organization

text: IsoTis

text: IsoTis

text: Latham & Watkins LLP

text: IsoTis

text: Willkie Farr & Gallagher LLP

text: IsoTis


text:
EX-99.1
2
pdli-201607068xkex991b.htm
PRESS RELEASE
Exhibit
Exhibit 99.1
Contacts:
Peter Garcia
Jennifer Williams
PDL BioPharma, Inc.
Cook Williams Communications, Inc.
775-832-8500
360-668-3701
Peter.Garcia@pdl.com
jennifer@cwcomm.org
PDL BioPharma Closes Equity Investment Transaction in Noden Pharma for the Acquisition of Tekturna® (aliskiren) and Tekturna HCT® (aliskiren and hydrochlorothiazide)
--Webcast Conference Call Scheduled for Today at 4:30 p.m. EDT--
INCLINE VILLAGE, Nevada, July 6, 2016 - PDL BioPharma, Inc. (PDL) (NASDAQ: PDLI) today announced that PDL has completed an initial equity investment of $75 million in Noden Pharma DAC (Noden), a new privately-held company domiciled in Ireland, and an affiliate. Noden today announced that it closed its transaction relating to a purchase agreement with Novartis AG (Novartis) to acquire exclusive worldwide rights to manufacture, market, and sell the branded prescription medicine product sold under the name Tekturna® and Tekturna HCT® in the United States and Rasilez® and Rasilez HCT® in the rest of the world. The product's active ingredient is aliskiren, which is indicated for the treatment of hypertension. The drug was previously marketed by Novartis and had global sales in 2015 of $154 million. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to the acquisition has expired, fulfilling the last remaining condition to close the transaction. PDL's investment will ultimately result in an 88 percent equity interest in Noden. Given this anticipated majority ownership by PDL, the financial statements of Noden will be consolidated with PDL, which is expected to be immediately accretive to PDL's cash earnings.
"We are pleased to announce the closing of this equity investment transaction with Noden and believe that this transaction represents a paradigm shift for us. While we'll continue to build on our portfolio of income generating assets, our investment in Noden provides another platform for value creation", stated John P. McLaughlin, president and chief executive officer of PDL. "We are already in discussions about additional specialty pharma assets that Noden could acquire".
PDL expects to make equity contributions to Noden totaling $107 million in the first year of the transaction, which includes the initial equity investment of $75 million and an additional $32 million equity contribution commitment which will be made on the one-year anniversary of the closing of the transaction. In addition, PDL provided Noden with a loan and loan commitments of up to an aggregate of $75 million, which PDL expects will be repaid in the next 60 days once Noden secures a debt facility from a third party. PDL also may contribute additional amounts of funding depending on the total amount of debt obtained by Noden, and as needed for specified milestone payments or other purposes. PDL will have three of the five seats on Noden's board of directors.
Novartis will continue to distribute the products during the period of transfer of marketing authorizations from Novartis to Noden, which will occur not later than 90 days in the U.S. and as quickly as possible in the European Union and rest of world. Novartis has also agreed to supply the product for a fixed period of time while a transfer of manufacturing technology is implemented to a third party contract manufacturer.
About Tekturna
Tekturna, also known as Rasilez outside the U.S., is a high blood pressure medication. It is the only product available in a class of blood pressure lowering drugs called "direct renin inhibitors", which lowers blood pressure by blocking the enzyme renin. Granted composition of matter patents extend until 2018 for Tekturna and 2022 for Tekturna HCT in the U.S., and until 2020 for both products in the EU. Granted formulation patents extend until 2026 for Tekturna and 2028 for Tekturna HCT in the
U.S., and applications are pending that would extend until 2025 and 2027 for Tekturna and Tekturna HCT, respectively, if granted in the EU.
Webcast Conference Call Today at 4:30 p.m. EDT
PDL will hold a conference call to discuss this transaction this afternoon at 4:30 p.m. EDT.
To access the live conference call via phone, please dial (800) 668-4132 from the United States and Canada or (224) 357-2196 internationally. The conference ID is 44769244. Please dial in approximately 10 minutes prior to the start of the call. A telephone replay will be available beginning approximately one hour after the call through July 13, 2016, and may be accessed by dialing (855) 859-2056 from the United States and Canada or (404) 537-3406 internationally. The replay passcode is 44769244.
To access the live and subsequently archived webcast of the conference call, go to the Company's website at http://www.pdl.com and go to "Events & Presentations." Please connect to the website at least 15 minutes prior to the call to allow for any software download that may be necessary.
About Noden Pharma
Noden Pharma DAC is a global specialty pharmaceutical company that is focused on acquiring prescription medicines across a broad range of therapeutic areas in international markets. The company focuses its resources on acquiring and optimizing established medicines. Corporate headquarters are located in Dublin, Ireland.
About PDL BioPharma
PDL manages a portfolio of patents and royalty assets, license agreements with various biotechnology and pharmaceutical companies, and royalty and other assets acquired. To acquire new income generating assets, PDL provides growth capital and financing solutions to late-stage public and private healthcare companies and offers immediate financial monetization of royalty streams to companies, academic institutions, and inventors. PDL has committed and funded over $1 billion in these investments to date. PDL evaluates its investments based on the quality of the income generating assets and potential returns on investment. PDL is currently focused on acquiring new income generating assets, the management of its intellectual property and income generating assets, and maximizing value for its stockholders.
The Company was formerly known as Protein Design Labs, Inc. and changed its name to PDL BioPharma, Inc. in 2006. PDL was founded in 1986 and is headquartered in Incline Village, Nevada. PDL pioneered the humanization of monoclonal antibodies and, by doing so, enabled the discovery of a new generation of targeted treatments for cancer and immunologic diseases for which it receives significant royalty revenue.
For more information, please visit www.pdl.com.
PDL BioPharma and the PDL BioPharma logo are considered trademarks of PDL BioPharma, Inc.
Cautionary Statements Concerning Forward-Looking Statements
This Press Release contains "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or predictions of future conditions, events or results based on various assumptions and management's estimates of trends and economic factors in the markets in which we are active, as well as our business plans. Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "projects", "forecasts", "may", "should", variations of such words and similar expressions are intended to identify such forward-looking statements. The forward-looking statements may include, without limitation, statements regarding product development, product potential or financial performance. The forward-looking statements are subject to risks and uncertainties, which may cause results to differ materially from those set forth in the statements. Forward-looking statements in this release should be evaluated together with the many uncertainties that affect the business of PDL and its markets, particularly those discussed in the risk factors and cautionary statements contained in the Company's 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2016. All forward-looking statements are expressly qualified in their entirety by such factors. The forward-looking statements are representative only as of the date they are made, and PDL assumes no responsibility to update any forward-looking statements, whether as a result of new information, future events or otherwise.
# # #

text: PDL BioPharma, Inc.

text: PDL BioPharma

text: Noden Pharma

text: Tekturna®

text: Tekturna HCT®

text: PDL BioPharma, Inc.

text: PDL

text: PDL

text: Noden Pharma DAC

text: Noden

text: Noden

text: Novartis AG

text: Tekturna®

text: Tekturna HCT®

text: PDL

text: Noden

text: PDL

text: Noden

text: PDL

text: PDL

text: Noden

text: Noden

text: PDL

text: Noden

text: PDL

text: Noden

text: PDL

text: Noden

text: PDL

text: Noden

text: PDL

text: Noden

text: PDL

text: Noden

text: Noden

text: PDL

text: Noden Pharma

text: Noden Pharma DAC

text: PDL BioPharma

text: PDL

text: PDL

text: PDL

text: PDL

text: PDL

text: PDL BioPharma, Inc.

text: PDL

text: PDL

text: PDL BioPharma

text: PDL BioPharma

text: PDL BioPharma, Inc.

text: PDL

text: PDL


text:
EX-99.1
2
a13-22008_1ex99d1.htm
EX-99.1
Exhibit 99.1
Sanchez Energy Completes the Wycross Acquisition
Houston, TX-October 4, 2013-Sanchez Energy Corporation (NYSE: SN) ("Sanchez Energy" or the "Company"), a rapidly growing independent oil and gas company targeting onshore U.S. Gulf Coast oil resource plays with a current focus on the Eagle Ford Shale, today reported the closing of the previously announced Wycross acquisition with an effective date of July 1, 2013. Including the $11.0 million deposit previously paid, total consideration for the acquisition was approximately $230.1 million, which includes the $220.0 million purchase price and approximately $10.1 million in normal and customary closing adjustments. The final purchase price is subject to further customary post-closing adjustments. The transaction was funded from the net proceeds of the Company's recently completed sale of approximately 11.0 million shares of common stock and $200 million of 7.75% senior notes due 2021.
Tony Sanchez, III, President and Chief Executive Officer of Sanchez Energy, commented: "The Wycross acquisition is expected to add another high return, oil weighted asset to our Eagle Ford operations with approximately 11 MMBOE of proved reserves and 2,000 BOE/D of current production. To date, wells on this asset were drilled on 80+ acre spacing from single well pads. Once we take over operations, we plan to develop this area on 40 acre spacing and move to pad drilling to further reduce costs and to provide additional upside potential".
About Sanchez Energy Corporation
Sanchez Energy Corporation is an independent exploration and production company focused on the acquisition and development of unconventional oil resources in the onshore U.S. Gulf Coast, with a current focus on the Eagle Ford Shale where the Company has assembled approximately 140,000 net acres. The Company also has approximately 40,000 net acres targeting the Tuscaloosa Marine Shale. For more information about Sanchez Energy Corporation, please visit our website: www.sanchezenergycorp.com.
Forward Looking Statements
This press release contains, and our officers and representatives may from time to time make, 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. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Sanchez Energy expects, believes or anticipates will or may occur in the future are forward-looking statements, including statements relating to successfully closing our announced acquisitions, the anticipated benefits of our acquisitions, any planned take-over of operations, future down-spacing and movement to pad drilling to further reduce costs and to provided additional upside, and other aspects of any proposed acquisitions. These statements are based on certain assumptions made by the company based on management's experience, perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be appropriate and reasonable by management. When used in this press release, the words "will", "potential", "believe", "estimate", "intend", "expect", "may", "should", "anticipate", "could", "plan", "predict", "project", "profile", "model", or their negatives, other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Sanchez Energy, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, including, but not limited to failure of acquired assets to produce as anticipated, failure to successfully integrate acquired assets, failure to continue to produce oil and gas at historical rates, costs of operations, delays, and any other difficulties related to producing oil or gas, the price of oil or gas, marketing and sales of produced oil and gas, estimates made in evaluating reserves, competition, general economic conditions and the ability to manage and continue
growth and other factors described in Sanchez Energy's Annual Report for the fiscal year ended December 31, 2012 and any updates to those risk factors set forth in Sanchez Energy's Quarterly Reports on Form 10-Q. Further information on such assumptions, risks and uncertainties is available in Sanchez Energy's filings with the Securities and Exchange Commission ("SEC"). Sanchez Energy's filings with the SEC are available on its website at www.sanchezenergycorp.com and on the SEC's website at www.sec.gov. In light of these risks, uncertainties and assumptions, the events anticipated by Sanchez Energy's forward-looking statements may not occur, and, if any of such events do occur, Sanchez Energy may not have correctly anticipated the timing of their occurrence or the extent of their impact on its actual results. Accordingly, you should not place any undue reliance on any of Sanchez Energy's forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made and Sanchez Energy undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Cautionary Note to U.S. Investors
The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. We may use certain terms in our press releases, such as net resource potential and other variations of the foregoing terms that the SEC's guidelines strictly prohibit us from including in filings with the SEC. U.S. Investors are urged to consider closely the reserves disclosures in our filings with the SEC available on our website at www.sanchezenergycorp.com and the SEC's website at www.sec.gov. You can also obtain this information from the SEC by calling its general information line at 1-800-SEC-0330.
Note Regarding Wycross Reserves Disclosure
The reserves information relating to the Wycross assets which is presented herein is based on our internal analysis, and we have not yet received a report from an independent reserve engineer with respect to such information.
Company contact:
Michael G. Long
Senior Vice President and Chief Financial Officer
Sanchez Energy Corporation
(713) 783-8000
SOURCE Sanchez Energy Corporation

text: Sanchez Energy

text: Wycross

text: Sanchez Energy Corporation

text: Sanchez Energy

text: Wycross

text: Tony Sanchez, III

text: Sanchez Energy

text: Wycross

text: Sanchez Energy Corporation

text: Sanchez Energy Corporation

text: Sanchez Energy Corporation

text: Sanchez Energy

text: Sanchez Energy

text: Sanchez Energy

text: Sanchez Energy

text: Sanchez Energy

text: Sanchez Energy

text: Sanchez Energy

text: Sanchez Energy

text: Sanchez Energy

text: Sanchez Energy

text: Wycross

text: Wycross

text: Sanchez Energy Corporation

text: Sanchez Energy Corporation


text:
EX-99.1
2
bblu_ex991.htm
PRESS RELEASE
ex-99.1
EXHIBIT 99.1
BLUE EARTH SELLS ITS 4.732 MWDC INDIANA SOLAR PROJECT TO NRG SOLAR DG LLC
Henderson, Nevada, January 8, 2015--Blue Earth, Inc. (NASDAQ: BBLU) a renewable/alternative energy and energy efficiency services company, announced today that it has closed on a Membership Interest Purchase Agreement to sell its wholly owned, Lenape II Solar LLC, that held the rights to develop, own and operate a 4.732 MWdc photovoltaic (PV) generating facility located in Indianapolis, Indiana to NRG Solar DG LLC.
Blue Earth Solar, Inc., a wholly owned subsidiary of BBLU, is providing the engineering, procurement and construction (EPC) services for the rooftop and carport PV project. Completion of the project is expected during the third quarter of 2015.
"We are delighted to establish a working relationship with NRG as they are a premier company in the solar PV space", stated Ruben Fontes, President of BE Solar, Inc.
About BBLU
BBLU is engaged in the clean technology industry with a primary focus in energy efficiency and renewable energy sectors. We strive to participate in the global movement for a sustainable planet by offering products and services that will optimize energy use, reduce harmful environmental emissions and materially reduce energy costs to our customers. For more information about Blue Earth, Inc., please visit www.blueearthinc.com.
Investor Relations Contact:
Blue Earth, Inc.
Liviakis Financial Communications, Inc.
John C. Francis
Michael Bayes
www.blueearthinc.com
www.liviakis.com
702.263.1808 Ext. 103
415.389.4670
jfrancis@blueearthinc.com
michael@liviakis.com
The Del Mar Consulting Group, Inc.
Robert B. Prag, President
858.361.1786
bprag@delmarconsulting.com
Forward Looking Statements
This press release contains 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. All statements other than statements of historical facts included in this press release are forward-looking statements. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Such risks, uncertainties and other factors, which could impact the Company and the forward-looking statements contained herein are included in the Company's filings with the Securities and Exchange Commission, including the Company's Form 10-Ks, Form 10-Qs, Form 8-Ks, Proxy Statements and other filings. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

text: BLUE EARTH

text: NRG SOLAR DG LLC

text: Blue Earth, Inc.

text: Lenape II Solar LLC

text: NRG Solar DG LLC

text: Blue Earth

text: Ruben Fontes

text: Blue Earth, Inc.

text: Blue Earth, Inc.

text: Robert B. Prag


text:
EX-99
2
ex99-1b.txt
EX-99.1
EXHIBIT 99.1
Contacts:
Kearstin Patterson
Vice President of Communications
National Coal Corp.
865/690-6900 (direct)
865/207-3875 (cell)
kpatterson@nationalcoal.com
NATIONAL COAL CORPORATION COMPLETES RECENTLY ANNOUNCED ACQUISITION
KNOXVILLE, Tenn. - Oct. 26, 2004 - National Coal Corp. (OTCBB:NLCP - News), a
coal producer operating in Eastern Tennessee, is pleased to announce its
wholly-owned subsidiary, National Coal Corporation, has completed the
acquisition of certain mining assets of Robert Clear Coal Corporation, a coal
mining company located on 7,000 acres of land in the Elk Valley area of Eastern
Tennessee, for a purchase price of $5.5 million, plus the assumption of certain
current liabilities. Additionally, the company will replace approximately $3.9
million of the seller's reclamation and other bonds for the acquired properties.
The acquired assets include leases, permits and mining equipment.
National Coal expects to commence mining operations on all approved and
permitted sites immediately. Reclamation work currently associated with the
site, as well as all future mining operations, will be guided by the Company's
environmentalist to ensure that all reclamation and mining is performed in
accordance with National Coal's high standards.
ABOUT NATIONAL COAL CORP.
National Coal Corp., through its wholly-owned subsidiary, National Coal
Corporation, owns coal mineral rights on approximately 75,000 acres in Eastern
Tennessee. For more information, visit www.nationalcoal.com.
THIS RELEASE CONTAINS STATEMENTS THAT ARE "FORWARD-LOOKING" WITHIN THE MEANING
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE
BASED ON CURRENT ESTIMATES AND PROJECTIONS ABOUT NATIONAL COAL'S BUSINESS, WHICH
ARE DERIVED IN PART ON ASSUMPTIONS OF ITS MANAGEMENT, AND ARE NOT GUARANTEES OF
FUTURE PERFORMANCE, AS SUCH PERFORMANCE IS DIFFICULT TO PREDICT. EXAMPLES OF
FORWARD LOOKING-STATEMENTS INCLUDE THE IMMEDIATE COMMENCEMENT OF MINING
OPERATIONS ON THE ACQUIRED PROPERTY. ACTUAL OUTCOMES AND RESULTS MAY DIFFER
MATERIALLY FROM WHAT IS EXPRESSED OR FORECAST IN SUCH FORWARD-LOOKING STATEMENTS
DUE TO NUMEROUS FACTORS. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, NATIONAL
COAL'S ABILITY TO RAPIDLY AND EFFICIENTLY INTEGRATE THE ACQUIRED OPERATIONS INTO
ITS EXISTING OPERATIONS, THE OCCURRENCE OF UNANTICIPATED DELAYS IN CLOSING THE
ACQUISITION, THE DEMAND FOR COAL, THE PRICE OF COAL, THE SUPPLY OF COAL AND
OTHER COMPETITIVE FACTORS, THE COSTS TO MINE AND TRANSPORT COAL, THE ABILITY TO
OBTAIN NEW MINING PERMITS, THE COSTS OF RECLAMATION OF PREVIOUSLY MINED
PROPERTIES, AND THE RISKS OF EXPANDING COAL PRODUCTION. THESE AND OTHER RISKS
ARE MORE FULLY DESCRIBED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION INCLUDING THE COMPANY'S MOST RECENTLY FILED ANNUAL REPORT ON
FORM 10-KSB AND QUARTERLY REPORTS ON FORM 10-QSB, WHICH SHOULD BE READ IN
CONJUNCTION HEREWITH FOR A FURTHER DISCUSSION OF IMPORTANT FACTORS THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS.

text: Kearstin Patterson

text: National Coal Corp.

text: National Coal Corp.

text: Robert Clear Coal Corporation

text: NATIONAL COAL CORP.

text: National Coal Corp.


text:
EX-99.1
2
v114335_ex99-1.htm
Exhbit
No. 99.1
NEWS
RELEASE
FOR
IMMEDIATE RELEASE
Contact:
Ron
Rogers
May
9, 2008
Media
Relations
916-746-3123
r.rogers@surewest.com
SUREWEST
COMMUNICATIONS COMPLETES
SALE
OF WIRELESS ASSETS TO VERIZON WIRELESS
ROSEVILLE,
CA - Leading independent communications holding company SureWest Communications
(Nasdaq: SURW) announced today that it has completed the previously announced
sale of the operating assets of its Wireless business to Verizon Wireless for
an
aggregate cash purchase price of $69.0 million. Under the agreement, Verizon
Wireless is acquiring the spectrum licenses and operating assets of SureWest
Wireless, excluding SureWest's more than 50-owned communication towers. The
company expects to use $30 million of the net cash proceeds of the Wireless
sale
to repay a certain amount of its current outstanding debt facilities and the
remaining balance to continue to fund the expansion of its broadband network.
About
SureWest Communications
SureWest
Communications (www.surewest.com)
is one
of the nation's leading integrated communications providers and is the bandwidth
leader in the markets it serves under the SureWest and Everest brands.
Headquartered in Northern California for more than 90 years, SureWest's bundled
residential and commercial offerings include an array of advanced IP-based
digital video, high-speed Internet, local and long distance telephone, and
wireless PCS. Its fiber-to-the-premise IP-based network features high-definition
video and symmetrical Internet speeds of up to 50 Mbps. In the greater Kansas
City region, Everest (www.everestkc.com)
is a
network-based residential and commercial provider of voice, digital video and
high-speed Internet services.

text:
SUREWEST
COMMUNICATIONS

text: VERIZON WIRELESS

text: SureWest Communications

text: Verizon Wireless

text:
Verizon
Wireless

text: SureWest Communications

text:
SureWest
Communications


text:
EX-99.1
7
d569261dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
McDermott Completes Reverse Stock Split and Announces Completion and Results of Exchange Offer
for CB&I Common Stock
Combination of McDermott and CB&I Expected to be Completed Later Today
HOUSTON - May
10, 2018
- McDermott International, Inc. ("McDermott" or the "Company") (NYSE:MDR) today
announced the completion of the reverse split of its common stock and the expiration and results of its previously announced exchange offer for any and all issued and outstanding common shares of Chicago Bridge & Iron Company N.V.
("CB&I") (NYSE:CBI).
The
3-to-1
reverse split of
McDermott's common stock became effective at 11:59 p.m., Eastern time, on May 9, 2018. At this time, every three shares of McDermott common stock were automatically combined into one share, such that a McDermott stockholder now owns one
share of McDermott common stock for each three shares of McDermott common stock held by that stockholder immediately prior to the reverse stock split effective time. No fractional shares were issued. Instead, any fractional share interest resulting
from the reverse stock split was rounded up to the nearest whole share. Additionally, the authorized shares of McDermott common stock were reduced to 255,000,000 shares.
At 12:01 a.m., Eastern time, on May 10, 2018, McDermott's exchange offer for CB&I common stock expired and was not extended. As of the
expiration of the exchange offer, a total of approximately 66.7 million shares of CB&I common stock were validly tendered in the exchange offer and not withdrawn, representing approximately 65 percent of the common shares of CB&I
outstanding immediately after the consummation of the exchange offer. All shares that were validly tendered and not withdrawn have been accepted for payment in accordance with the terms of the exchange offer.
McDermott expects to complete its proposed business combination with CB&I later today in accordance with and subject to the terms of the business
combination agreement between the parties. Each remaining share of CB&I common stock held by CB&I shareholders not accepted in the exchange offer effectively will be converted into the right to receive the same 0.82407 shares of McDermott
common stock that will be paid in the exchange offer, together with cash in lieu of any fractional shares of McDermott common stock, less any applicable withholding taxes. As a result of the combination, CB&I common stock will no longer be
listed on the New York Stock Exchange and will cease trading prior to the open of the market on May 11, 2018.
About McDermott
McDermott is a leading provider of integrated engineering, procurement, construction and installation ("EPCI"),
front-end
engineering and design ("FEED") and module fabrication services for upstream field developments worldwide. McDermott delivers fixed and floating production facilities, pipelines,
installations and subsea systems from concept to commissioning for complex Offshore and Subsea oil and gas projects to help oil companies safely produce and transport hydrocarbons. McDermott's customers include national and major energy
companies. Operating in approximately 20 countries across the world, McDermott's locally focused and globally integrated resources include approximately
11,600 employees, a diversified fleet of specialty marine construction vessels, fabrication facilities and engineering offices. McDermott is renowned for its extensive knowledge and experience,
technological advancements, performance records, superior safety and commitment to deliver. McDermott has served the energy industry since 1923, and shares of its common stock are listed on the New York Stock Exchange. As used in this press release,
McDermott includes McDermott International, Inc. and its subsidiaries and affiliates. To learn more, visit our website at www.mcdermott.com.
Forward-Looking Statements
McDermott cautions that
statements in this communication which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of McDermott, including after the business
combination with CB&I. These forward-looking statements include, among other things, statements about the expected completion date of the combination. Although we believe that the expectations reflected in those forward-looking statements are
reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among
others: the outcome of any legal proceedings, regulatory proceedings or enforcement matters; the costs incurred to consummate the combination; the possibility that the expected synergies from the combination will not be realized, or will not be
realized within the expected time period; difficulties related to the integration of the two companies; the credit ratings of the company; disruption from the combination making it more difficult to maintain relationships with customers, employees,
regulators or suppliers; the diversion of management time and attention on the post-combination integration efforts; adverse changes in the markets in which McDermott operates or credit markets; the inability of McDermott to execute on contracts in
backlog successfully; changes in project design or schedules; the availability of qualified personnel; changes in the terms, scope or timing of contracts; contract cancellations; change orders and other modifications and actions by customers and
other business counterparties of McDermott; changes in industry norms; and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may
vary materially from those expected. You should not place undue reliance on forward-looking statements. For a more complete discussion of these and other risk factors, please see each of McDermott's and CB&I's annual and quarterly
filings with the U.S. Securities and Exchange Commission (the "SEC"), including their respective annual reports on Form
10-K
for the year ended December 31, 2017. This communication reflects the
views of McDermott's management as of the date hereof. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement.
Contacts
Investor Relations
Ty Lawrence
Vice President, Treasurer and Investor Relations
+1 281.870.5147
tplawrence@mcdermott.com
Global Media Relations
Ed Memi
Manager, Communications
+1 281.870.5943
ememi@mcdermott.com

text: McDermott International, Inc.

text: Chicago Bridge & Iron Company N.V.

text: McDermott International, Inc.

text: Ty Lawrence


text:
EX-99.1
2
encompassclosingpressrelea.htm
EXHIBIT 99.1
Encompass Closing Press Release
For Immediate Release
January 2, 2015
Media Contact:
Casey Lassiter, 205 410-2777
Casey.lassiter@healthsouth.com
Investor Relations Contact:
Mary Ann Arico, 205 969-6175
maryann.arico@healthsouth.com
HealthSouth Completes Acquisition of Encompass Home Health and Hospice
BIRMINGHAM, Ala. - HealthSouth Corporation (NYSE: HLS), the nation's largest owner and operator of inpatient rehabilitation hospitals, today announced it has completed its previously announced acquisition of privately held EHHI Holdings, Inc., which owns Encompass Home Health and Hospice ("Encompass").
Founded in 1998 and based in Dallas, Texas, Encompass is the fifth largest provider of Medicare-focused, skilled home health services in the United States. It operates 140 locations across 13 states and employs approximately 5,000 healthcare and support professionals who provide more than 2.1 million patient visits annually. Encompass was previously owned by a group led by Cressey & Company LP, a leading healthcare-focused private investment firm.
"Today we are very pleased to announce the acquisition of Encompass Home Health and Hospice", said Jay Grinney, HealthSouth President and Chief Executive Officer. "Encompass' exceptional management team, strong corporate culture, and track record of providing high-quality, cost-effective home care and hospice services complements HealthSouth's leadership position in inpatient rehabilitation. In addition to being best-of-class operators, Encompass has demonstrated an ability to acquire home health and hospice entities and successfully incorporate them onto their operating platform. By utilizing HealthSouth's strong free cash flow and access to capital, we believe we can provide additional value to our shareholders by accelerating the pace of consolidation of the home health and hospice sectors while, at the same time, continuing to grow our inpatient rehabilitation hospital portfolio. Bringing these two companies together also positions HealthSouth to be highly competitive in the evolving healthcare delivery system by allowing us to offer both facility-based as well as home-based post-acute services on a comprehensive, coordinated basis".
J.P. Morgan Securities LLC acted as exclusive financial advisor to HealthSouth. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to HealthSouth.
About HealthSouth
HealthSouth is the nation's largest owner and operator of inpatient rehabilitation hospitals in terms of patients treated and discharged, revenues and number of hospitals. With the acquisition of Encompass, HealthSouth, operating in 33 states across the country and in Puerto Rico, serves patients through its network of inpatient rehabilitation hospitals, outpatient rehabilitation satellite clinics and home health and hospice agencies. HealthSouth's hospitals provide a higher level of rehabilitative care to patients who are recovering from conditions such as stroke and other neurological
disorders, cardiac and pulmonary conditions, brain and spinal cord injuries, complex orthopedic conditions, and amputations. Encompass provides a comprehensive range of Medicare-certified home nursing services to adult patients and, in some markets, in-home hospice services and home care services for pediatric patients with severe medical conditions. HealthSouth and Encompass can be found on the Web at www.healthsouth.com and www.ehhi.com, respectively.
FORWARD-LOOKING STATEMENTS
Statements contained in this press release, which are not historical facts, such as those relating to future free cash flow, access to capital, growth opportunities, and the positioning of services for the system of healthcare delivery in the future, are forward-looking statements. In addition, HealthSouth, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such estimates, projections, and forward-looking information speak only as of the date hereof, and HealthSouth undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Such forward-looking statements are necessarily estimates based upon current information, involve a number of risks and uncertainties, and relate to, among other things, future events, HealthSouth's plan to repurchase its debt or equity securities, dividend strategies, effective income tax rates, HealthSouth's business strategy, its financial plans, its future financial performance, its projected business results or model, its ability to return value to shareholders, its projected capital expenditures, or its acquisition activities and opportunities. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which could cause actual events or results to differ materially from those estimated by HealthSouth include, but are not limited to, any adverse outcome of various lawsuits, claims, and legal or regulatory proceedings that may be brought by or against HealthSouth, including those related to yet undiscovered issues, if any, at Encompass; adverse effects on HealthSouth's stock price resulting from the integration of this acquisition; the ability to successfully integrate Encompass and to successfully complete future acquisitions, investments, and joint ventures consistent with HealthSouth's growth strategy, including realization of anticipated revenues, cost savings, and productivity improvements arising from the related operations and avoidance of unforeseen exposure to liabilities; changes in HealthSouth's or Encompass' management team; changes in the regulation of the healthcare industry broadly or the inpatient rehabilitation, home health and hospice areas specifically at either or both of the federal and state levels; competitive pressures in the healthcare industry broadly or the inpatient rehabilitation, home health and hospice areas specifically and HealthSouth's response thereto; the ability to maintain proper local, state and federal licensing where the company does business; potential disruptions, breaches, or other incidents affecting the proper operation, availability, or security of HealthSouth's information systems, including the unauthorized access to or theft of patient or other sensitive information as well as any unforeseen issues, if any, related to integration of Encompass' systems; the ability to attract and retain nurses, therapists, and other healthcare professionals in a highly competitive environment with often severe staffing shortages and the impact on HealthSouth's labor expenses from potential union activity and staffing shortages; changes, delays in (including in connection with resolution of Medicare payment reviews or appeals), or suspension of reimbursement for HealthSouth's services by governmental or private payors; general conditions in the economy and capital markets; and other factors which may be identified from time to time in HealthSouth's SEC filings and other public announcements, including HealthSouth's Form 10-K for the year ended December 31, 2013 and Form 10-Q for the quarters ended March 31, 2014, June 30, 2014, and September 30, 2014.

text: Encompass

text: HealthSouth

text: Encompass Home Health and Hospice

text: HealthSouth Corporation

text: EHHI Holdings, Inc.

text: Encompass Home Health and Hospice

text: Encompass

text: Encompass

text: Encompass

label: fund

text: Cressey & Company LP

text: Encompass Home Health and Hospice

text: HealthSouth

text: Encompass

text: HealthSouth

text: Encompass

text: HealthSouth

text: HealthSouth

text: J.P. Morgan Securities LLC

text: HealthSouth

text: HealthSouth

text: HealthSouth

text: HealthSouth

text: Encompass

text: HealthSouth

text: HealthSouth

text: Encompass

text: HealthSouth

text: Encompass

text: HealthSouth

text: HealthSouth

text: HealthSouth

text: HealthSouth

text: HealthSouth

text: HealthSouth

text: Encompass

text: HealthSouth

text: Encompass

text: HealthSouth

text: HealthSouth

text: Encompass

text: HealthSouth

text: HealthSouth

text: Encompass

text: HealthSouth

text: HealthSouth

text: HealthSouth

text: HealthSouth


text:
EX-99.1
2
a15-25401_1ex99d1.htm
EX-99.1
Exhibit 99.1
CTC MEDIA COMPLETES SALE OF A 75% INTEREST IN ITS OPERATING BUSINESSES TO UTH RUSSIA
Moscow, Russia
-
December 24, 2015
- CTC Media, Inc. ("CTC Media" or the "Company") (NASDAQ: CTCM) today announced that it has completed the sale of 75% of the outstanding participation interests in its subsidiary CTC Investments LLC ("CTC Investments") to UTV-Management LLC ("UTH"), a leading private commercial television broadcaster in Russia. CTC Media had previously announced the entry into a definitive agreement with UTH for the transaction on September 25, 2015. The purchase price is up to approximately $200 million in cash, subject to certain post-closing adjustments. The Company has received $150 540 000 at closing. The final purchase price will reflect the performance of the business through the end of 2015 and specified indemnification obligations, and is expected to be determined by February 1, 2016. The Company's stockholders approved the transaction at a special meeting convened on December 17, 2015.
Natasha Tsukanova, Co-Chairman of the Board of Directors, commented: "
The completion of the sale to UTH of a controlling interest in our operating businesses is a significant achievement for CTC Media. The operating business will be in compliance with the Russian Mass Media Law restrictions that apply from January 1, 2016, and we will be able to focus our efforts on returning value to stockholders, which we hope to do in the first quarter of 2016. We believe that UTH is well positioned to build on CTC Media's past successes and we hope to see the CTC group continue as the leading commercial broadcaster in Russia.
"
Company Management
Following completion of the sale, Jean-Pierre Morel, a member of the Board of Directors of CTC Media, has been appointed to serve as Chief Executive Officer, Chief Financial Officer and Secretary of CTC Media, Inc. Mr. Morel will remain a member of the Board of Directors, but will cease to serve on the Company's Audit, Compensation and Special Committees.
Chief Executive Officer, Yuliana Slashcheva, Chief Financial Officer, Stanislav Ploshchenko and Chief Legal Officer, Maksim Bobin will remain with
the Russian companies of the CTC group, controlling the operating business in Russia and Kazakhstan, and will keep their positions following the closing of the sale.
Merger Transaction
The Company's stockholders have also approved a previously-announced merger transaction to return value in cash to the Company's stockholders (other than Telcrest, for so long as it remains subject to sanctions). Upon consummation of the merger, CTCM Merger Sub, Inc., the Company's wholly owned subsidiary, would merge with and into the Company, with the Company surviving, and each holder of the Company's outstanding common stock as of the effective time of the merger, other than Telcrest, will be entitled to receive cash consideration per share based on the aggregate amount of the Company's available cash as of the time of the merger, based on the final purchase price under the sale transaction and the cash reserves that will be appropriate in light of potential liabilities at the time of closing. The shares of common stock held by Telcrest would remain outstanding following the merger, and Telcrest would be
the Company's sole stockholder. Following the merger, the Company would cease to be a publicly traded company.
Subject to receipt of a license from the Office of Foreign Assets Control of the U.S. Treasury Department and the satisfaction of necessary closing conditions, the Company expects the merger to complete in the first quarter of calendar year 2016.
***
For further information, please visit www.ctcmedia.ru or contact:
CTC Media, Inc.
Investor Relations
+7 495 981 0740
ir@ctcmedia.ru
Media Relations
+7 (495) 785 63 47
pr@ctcmedia.ru

text: CTC MEDIA

text: UTH RUSSIA

text: CTC Media, Inc.

text: CTC Media

text: CTC Investments LLC

text: UTV-Management LLC

text: CTC Media

text: CTC Media

text: CTC Media

text: CTC Media

text: CTC Media, Inc.

text: Yuliana Slashcheva

text: CTC Media, Inc.


text:
EX-99.1
12
exhibit991-super8xk.htm
EX-99.1
Document
Exhibit 99.1
Nextdoor, the neighborhood network, soon to become publicly traded following the close of its merger with Khosla Ventures Acquisition Co. II
.Nextdoor Class A common stock expected to be listed on the NYSE on November 8, 2021 under the ticker symbol "KIND"
.Gross proceeds from the transaction of $674 million from fully committed $270 million PIPE and $404 million of cash held in trust
SAN FRANCISCO and MENLO PARK, CA, November 5, 2021 - Nextdoor, Inc. ("Nextdoor"), the neighborhood network, and Khosla Ventures Acquisition Co. II (Nasdaq:KVSB) ("KVSB"), a special purpose acquisition company sponsored by an affiliate of Khosla Ventures, LLC ("Khosla Ventures"), today completed their previously announced transaction to take Nextdoor public. The combined company is expected to start trading on The New York Stock Exchange ("NYSE") on November 8, 2021 under the new ticker symbol "KIND" for Nextdoor Class A common stock.
Nextdoor's purpose is to cultivate a kinder world where everyone has a neighborhood they can rely on. Nextdoor connects neighbors to those nearby - neighbors, businesses, and public services - creating a highly engaged, hyperlocal network, building meaningful connections both online and offline. Now in over 280,000 neighborhoods globally, this transaction will enable Nextdoor to continue bringing all stakeholders of the neighborhood together to get things done locally and build thriving communities.
"We are thrilled to have completed our combination with KSVB and to be listing on the NYSE under the ticker "KIND". Through the KVSB trust proceeds and the fully committed private placement, we raised $674 million that will help us to fund long-term growth at scale and enable our purpose of cultivating a kinder world where everyone has a neighborhood to rely on", said Nextdoor CEO Sarah Friar. "We chose "KIND" as our NYSE ticker as kindness is core to Nextdoor's purpose. At Nextdoor, we want to give neighbors ways to connect and be kind to each other, online and in real life. We believe a little kindness goes a long way towards making life easier, neighborhoods stronger, and the world a better place".
"Nextdoor is a cutting-edge, category-defining company with tremendous growth potential. Importantly, their strong management team remains deeply committed to their purpose to cultivate a kinder world. We are proud to be listing on the NYSE under the ticker "KIND", and we look forward to continuing our partnership and accelerating Nextdoor's growth as a public company", said Vinod Khosla, Founder of KVSB and Managing Director of Khosla Ventures.
Advisors
Morgan Stanley & Co. LLC ("Morgan Stanley") and Evercore Group L.L.C. ("Evercore") served as joint-lead financial advisors to Nextdoor and placement agents to institutional investors for the PIPE to KVSB. Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. served as financial advisors to KVSB. Fenwick & West LLP served as legal counsel to Nextdoor. Latham & Watkins LLP served as legal counsel to KVSB. Simpson Thacher & Bartlett LLP acted as legal counsel to Morgan Stanley and Evercore as placement agents to institutional investors to KVSB.
About Nextdoor, Inc.
Nextdoor is where you connect to the neighborhoods that matter to you so you can belong. Our purpose is to cultivate a kinder world where everyone has a neighborhood they can rely on. Neighbors around the world turn to Nextdoor daily to receive trusted information, give and get help, get things done, and build real-world connections with those nearby - neighbors, businesses, and public services. Today, neighbors rely on Nextdoor in more than 280,000 neighborhoods across 11 countries. In the U.S., nearly 1 in 3 households uses the network. Nextdoor is based in San Francisco. For additional information and images: nextdoor.com/newsroom.
About KVSB
KVSB was a special purpose acquisition company sponsored by affiliates of Khosla Ventures. Khosla Ventures manages a series of venture capital funds that make early-stage venture capital investments and provide strategic advice to entrepreneurs building companies with lasting significance. The firm was founded in 2004 by Vinod Khosla, co-founder of Sun Microsystems. Khosla Ventures has over $14 billion dollars of assets under management and focuses on a broad range of sectors including artificial intelligence, agriculture/food, consumer, enterprise, financial services, health, space, sustainable energy, robotics, VR/AR and 3D printing. Collectively, Khosla Ventures portfolio of investments has created nearly half a trillion dollars in market value.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the transaction between Nextdoor and KVSB, including statements regarding Nextdoor's business strategy, plans and objectives of management for future operations, including as they relate to the anticipated effects of the business combination and the listing of shares of Nextdoor on The New York Stock Exchange. These forward-looking statements generally are identified by the words "believe", "project", "expect", "anticipate", "estimate", "intend", "strategy", "future", "opportunity", "plan", "may", "should", "will", "would", "will be", "will continue", "will likely result", and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of KVSB's proxy statement/prospectus filed by KVSB with the Securities and Exchange Commission ("SEC") on October 21, 2021, and other documents filed by Nextdoor from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Nextdoor assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Nextdoor gives no assurance that it will achieve its expectations.
Contacts
Nextdoor Media Relations: press@nextdoor.com
Nextdoor Investor Relations: ir@nextdoor.com or visit investors.nextdoor.com
Khosla Ventures: information@khoslaventures.com

text: Nextdoor

text: Khosla Ventures Acquisition Co.

text: Nextdoor

text: Nextdoor, Inc.

text: Nextdoor

text: Khosla Ventures Acquisition Co.

text: Khosla Ventures, LLC

override: fund

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Vinod Khosla

text: Morgan Stanley & Co. LLC

text: Morgan Stanley

text: Evercore Group L.L.C.

text: Evercore

text: Nextdoor

text: Goldman Sachs & Co. LLC

text: Citigroup Global Markets Inc.

text: Fenwick & West LLP

text: Nextdoor

text: Latham & Watkins LLP

text: Simpson Thacher & Bartlett LLP

text: Morgan Stanley

text: Evercore

text: Nextdoor, Inc.

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Vinod Khosla

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor

text: Nextdoor