text:
EX-99.1
3
k28070exv99w1.txt
PRESS RELEASE
Exhibit 99.1
FOR IMMEDIATE RELEASE
TECUMSEH PRODUCTS COMPANY SELLS M.P. PUMPS
OPERATION TO LIONHEART VENTURES
TECUMSEH, Mich., June 30, 2008 -- Tecumseh Products Company (Nasdaq: TECUA,
TECUB) today announced that it has completed the sale of M. P. Pumps, the
Company's centrifugal pumps business operations, to MP Pumps Acquisition Corp.,
an indirect subsidiary of Lionheart Ventures, effective June 30.
The purchase price was $14.6 million in cash and is subject to certain customary
post-closing adjustments. The transaction included M. P. Pumps' manufacturing
facility in Fraser, Michigan.
"This sale of a solid, but non-strategic, operation is another milestone in our
effort to focus on our core brand and product strengths in the
refrigeration/freezer and commercial/distribution markets worldwide", said Ed
Buker, Tecumseh Products President and CEO.
About Tecumseh Products Company
Tecumseh Products Company is a full-line independent global manufacturer of
hermetically sealed compressors for residential and commercial refrigerators,
freezers, water coolers, dehumidifiers, window air conditioning units and
residential and commercial central system air conditioners and heat pumps.
About Lionheart Ventures
Lionheart Ventures is a Philadelphia, PA based private equity group with the
mission of creating strategic and operational value for manufacturing
businesses.
CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This release
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that are subject to the safe harbor provisions
created by that Act. In addition, forward-looking statements may be made orally
in the future by or on behalf of the Company. Forward-looking statements can be
identified by the use of terms such as "expects", "should", "may", "believes,"
"anticipates", "will", and other future tense and forward-looking terminology.
Readers are cautioned that actual results may differ materially from those
projected as a result of certain risks and uncertainties, including, but not
limited to, i) the Company's ability to maintain adequate liquidity in total and
within each foreign operation; ii) the success of the Company's ongoing effort
to bring costs in line with projected production levels and product mix; iii)
weather conditions affecting demand for replacement products; iv) availability
and cost of materials, particularly commodities, including steel,
-3-
copper and aluminum, whose cost can be subject to significant variation; v)
financial market changes, including fluctuations in interest rates and foreign
currency exchange rates; vi) actions of competitors; vii) changes in business
conditions and the economy in general in both foreign and domestic markets;
viii) the effect of terrorist activity and armed conflict; ix) economic trend
factors such as housing starts; x) emerging governmental regulations; xi) the
ultimate cost of resolving environmental and legal matters; xii) the Company's
ability to profitably develop, manufacture and sell both new and existing
products; xiii) the extent of any business disruption that may result from the
restructuring and realignment of manufacturing operations or system
implementations, the ultimate cost of those initiatives and the amount of
savings actually realized; xiv) the extent of any business disruption caused by
work stoppages initiated by organized labor unions; xv) potential political and
economic adversities that could adversely affect anticipated sales and
production in Brazil; xvi) potential political and economic adversities that
could adversely affect anticipated sales and production in India, including
potential military conflict with neighboring countries; xvii) increased or
unexpected warranty claims; and xviii) the ongoing financial health of major
customers. These forward-looking statements are made only as of the date of this
release, and the Company undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
Press releases and other investor information can be accessed via the Investor
Relations section of Tecumseh Products Company's Internet web site at
http://www.tecumseh.com.
Contact: Tim Sipols
Lambert, Edwards & Associates
(616) 233-0500
-4-

text: TECUMSEH PRODUCTS COMPANY

text: LIONHEART VENTURES

text: Tecumseh Products Company

text: Lionheart Ventures

text: Tecumseh Products Company

text: Tecumseh Products Company

text: Lionheart Ventures

text: Lionheart Ventures

text: Tecumseh Products Company


dataset: buster

text:
EX-99.1
3
a04-11028_1ex99d1.htm
EX-99.1
Exhibit
99.1
News
Release
FOR IMMEDIATE RELEASE
Contact: Kevin Kelley,
(626)
302-1033
www.edisonnews.com
Edison
Mission Energy and Edison International
Announce Completion of the
Sale of EME's Stake in Contact Energy Ltd.
IRVINE, Calif. (USA),
October 4, 2004 - Edison Mission
Energy (EME) and its parent Edison International (NYSE: EIX) today announced
that EME completed the sale of Universal Holdings to Origin Energy New Zealand
Limited. The sale of Universal Holdings included
the sale of EME's 51.2% ownership interest in Contact Energy Ltd. Contact Energy generates about 30% of New
Zealand's electricity and is one of the largest retailers of natural gas and
electricity in New Zealand.
Consideration from the sale of Universal Holdings was NZ$1,101 million
(approximately US$739 million) in cash and NZ$535 million (approximately US$359
million) of assumed debt. The cash
proceeds, net of transaction costs and taxes related to the sale, will be used
to repay a portion of the $800 million secured loan at Mission Energy Holdings
International, Inc.
The sale is the result of
a previously announced process to sell EME's portfolio of international energy
assets located in Europe, the Asia Pacific region and Puerto Rico. The closing of the sale of the remainder of
EME's portfolio of international energy assets (other than Contact Energy Ltd.)
to IPM Eagle, a joint venture between International Power plc and Mitsui &
Co. Ltd., is expected to occur in the fourth quarter of 2004.
Lehman Brothers and
Credit Suisse First Boston acted as financial advisors to EME on the sale of
its international assets.
###
Edison
Mission Energy is a subsidiary of Rosemead, Calif.-based Edison
International. Other Edison
International companies include Edison Capital and Southern California Edison.

label: organization

text:
Edison
Mission Energy

text: EME

text: Contact Energy Ltd.

text:
Edison Mission
Energy

text: EME

text: EME

text: Universal Holdings

text: Origin Energy New Zealand

text: Universal Holdings

text: EME

text: Contact Energy Ltd.

text: Universal Holdings

text: EME

text: EME

text: Contact Energy Ltd.

text: Lehman Brothers

text: Credit Suisse First Boston

override: organization

text: EME

text:
Edison
Mission Energy

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
6
v316776_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Contact:
Norman C. Chambers
Chairman, President and Chief Executive Officer
(281) 897-7788
NCI BUILDING
SYSTEMS COMPLETES THE
ACQUISITION OF METL-SPAN LLC
-- Completes Refinancing of New $250 Million Term
Loan --
HOUSTON (June 22, 2012) -
NCI Building Systems, Inc.
(NYSE: NCS) today announced that it has completed the previously announced acquisition of Metl-Span LLC ("Metl-Span")
for $145 million in cash. Metl-Span manufactures energy-efficient and cost-effective insulated metal wall and roof panels for the
commercial and industrial and Cold Storage segments of the nonresidential buildings product market. For the trailing four quarters
ended March 31, 2012, Metl-Span had estimated revenues of $171.5 million. Metl-Span's operations will become part of NCI's
components business unit.
"Metl-Span serves the Commercial and Industrial and Cold
Storage segments of the nonresidential building products market with energy-efficient and cost-effective insulated metal wall and
roof panels. With millions of square feet installed in North America and other parts of the world, Metl-Span is a recognized leader
in the advancement of insulated panel technology for over forty years. Metl-Span operates five manufacturing facilities in the
United States serving the nonresidential building products market".
"This transaction has expanded
our manufacturing footprint and customer base in the high-growth insulated metal panel sector and has reinforced NCI's
position as a leading fully-integrated supplier to the nonresidential building products industry", commented Norman C.
Chambers, NCI's Chairman, President and Chief Executive Officer. "Customer response has been very positive. We
expect the expanded revenues and increased economies of scale resulting from the acquisition to have an accretive impact on
earnings for our fiscal 2012 and beyond, excluding transaction related expenses".
10943
N. Sam Houston Parkway W Houston, TX 77064
P.O.
Box 692055 Houston, TX 77269
"Metl-Span has approximately 330 full-time employees,
and its products are sold through a national network of exclusive manufacturer's representative organizations. Metl-Span's
dedicated employees and manufacturer's representatives have played an integral role in making Metl-Span a leader in the development
of insulated metal panels in North America, and we are very excited to welcome them to the NCI family", concluded Mr. Chambers.
Simultaneously with the closing of the Metl-Span acquisition,
NCI announced that it completed the refinancing of its existing term loan with a $250.0 million senior secured credit facility.
Proceeds from the new term loan facility will be used, together with approximately $40 million of cash on hand to finance the acquisition,
the repayment of the existing term loan facility and the fees and expenses related to the acquisition and refinancing.
NCI Building Systems, Inc. is one of North America's largest
integrated manufacturers of metal products for the nonresidential building industry. NCI is comprised of a family of companies
operating manufacturing facilities across the United States and Mexico, with additional sales and distribution offices throughout
the United States and Canada.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The words such as "believe", "guidance,"
"potential", "anticipate", "plan", "expect", "should", "will,"
"forecast" or similar expressions are intended to identify forward-looking statements in this press release. These forward-looking
statements reflect our current expectations, assumptions and/or beliefs concerning future events. However, these forward-looking
statements are subject to a number of risks and uncertainties that may cause the Company's actual performance to differ materially
from that projected in such statements. Among the factors that could cause actual results to differ materially include, but are
not limited to, our ability to integrate Metl-Span LLC with our business or to realize the anticipated benefits of the acquisition
of Metl-Span (the "Acquisition"), industry cyclicality and seasonality and adverse weather conditions; ability to service
the Company's debt, including additional debt to finance the Acquisition; fluctuations in customer demand and other patterns; raw
material pricing and supply; competitive activity and pricing pressure; general economic conditions affecting the building materials
and/or construction industries; financial crises or fluctuations in the U.S. and abroad; changes in laws or regulations; and the
volatility of the Company's stock price.
See also
the risk factors in the Company's Annual Report on Form 10-K for the fiscal
year ended October 30, 2011 and subsequent Quarterly Reports on Form 10-Q, which identify other important factors, though not necessarily
all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.
NCI expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements, whether
as a result of new information, future events, or otherwise.
- END -

label: person

text: Norman C. Chambers

text:
NCI BUILDING
SYSTEMS

text: METL-SPAN LLC

text: NCI Building Systems, Inc.

text: Metl-Span LLC

text: Metl-Span

text: Metl-Span

text: Metl-Span

text: Metl-Span

text: Metl-Span

text: Metl-Span

text: Metl-Span

text:
Norman C.
Chambers

text: Metl-Span

text: Metl-Span

text: Metl-Span

text: Metl-Span

text: NCI Building Systems, Inc.

text: Metl-Span LLC

text: Metl-Span


text:
EX-99
3
ex99-1.txt
EXHIBIT 99.1
[GRAPHIC OMITTED]NEOWARE EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NEOWARE COMPLETES MAXSPEED ACQUISITION
KING OF PRUSSIA, PA. - NOVEMBER 17, 2005--Neoware Systems, Inc.
(Nasdaq:NWRE) today announced that it has completed its previously announced
acquisition of Maxspeed Corporation.
Acquiring Maxspeed extends Neoware's position as a global leader in
thin clients and marks Neoware's entry into Asia. Wei Ching, Maxpeed's President
and CEO, has joined Neoware as Executive Vice President responsible for Asia
Pacific operations. The acquisition supports Neoware's strategy to develop or
acquire distribution channels and engineering centers in major markets around
the world in order to provide customized thin client software solutions to large
global enterprises, as well as small and medium sized business customers.
Neoware acquired Maxspeed for a net purchase price of approximately
$11.9 million of its cash, plus $8.2 million of cash provided by Maxspeed, for a
total of $20.1 million. In addition to the upfront consideration, the Maxspeed
common shareholders will be eligible to receive a potential earnout of up to $4
million, based upon performance.
ABOUT NEOWARE
Neoware is a leading provider of enterprise software, thin client
appliances, and related services that make computing more open, secure,
reliable, affordable and manageable. By employing open technologies and
eliminating the obsolescence built into standard personal computer
architectures, Neoware helps enterprises leverage server-based computing
architectures to increase security and reliability, enhance flexibility, as well
as lower their total cost of ownership.
Neoware's software products enable enterprises to gain control of their
desktops, stream software on-demand, and to integrate mainframe, midrange, UNIX
and Linux applications with Windows(R) environments and the Web. Its thin client
appliances and software enable enterprises to run applications on servers and
display them across wired or wireless networks on secure, managed, reliable
appliances that cost as little as one-fourth the price of today's typical
business personal computer. The company's global development, services, and
support provide customers with customized solutions that facilitate their
specialized computing needs.
Neoware's products are available worldwide from IBM, as well as from
select, knowledgeable resellers. More information about Neoware can be found on
the Web at http://www.neoware.com or via email at info@neoware.com. Neoware's
global headquarters is in King of Prussia, PA.
Neoware is a registered trademark of Neoware Systems Inc. All other names
products and services are trademarks or registered trademarks of their
respective holders.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements
regarding: the extension of our position as a global leader and our entry into
Asia; our strategy to develop or acquire distribution and engineering centers in
major markets; and the addition of Wei Ching as executive vice president. These
forward-looking statements involve risks and uncertainties. Factors that could
cause our actual results to differ materially from those predicted in such
forward-looking statements include: our ability to successfully integrate
Maxspeed's business; the ability to retain Maxspeed's existing customers; the
timing and receipt of future orders; our timely development and customers'
acceptance of our products, including the former Maxspeed products; our ability
to meet the long-term needs of Maxspeed's customers; our ability to successfully
penetrate the Asia market; pricing pressures; rapid technological changes in the
industry; growth of overall thin client sales through the capture of a greater
portion of the PC market, including sales to large enterprise customers; our
dependence on our suppliers; our continued ability to sell our products through
IBM and Lenovo to their customers; increased competition; our ability to attract
and retain qualified personnel, including Maxspeed's sales, engineering and
other employees, as well as employees of other businesses we have acquired; the
economic viability of our suppliers and channel partners; adverse changes in
customer order patterns; our ability to identify future acquisitions and to
successfully consummate and integrate recently completed and future
acquisitions; adverse changes in general economic conditions in the U. S. and
internationally; risks associated with foreign operations; and political and
economic uncertainties associated with current world events. These and other
risks are detailed from time to time in Neoware's periodic reports filed with
the Securities and Exchange Commission, including, but not limited to, its
reports on Form 10-K for the year ended June 30, 2005 and Form 10-Q for the
quarter ended September 30, 2005.
PRESS CONTACT: COMPANY CONTACT:
Kevin McGrath Keith Schneck, Chief Financial Officer
Cameron Associates Neoware Systems Inc.
(212) 245-8000, ext. 203 (610) 277-8300, ext. 1072
E-MAIL: kevin@cameronassoc.com E-MAIL: kschneck@neoware.com

text: NEOWARE

text: NEOWARE

text: MAXSPEED

text: Neoware Systems, Inc.

text: Maxspeed Corporation

text: Maxspeed

text: Neoware

text: Neoware

text: Neoware

text: Neoware

text: Neoware

text: Maxspeed

text: Maxspeed

text: Maxspeed

text: NEOWARE

text: Neoware

text: Neoware

text: Neoware

text: Neoware

text: Neoware

text: Neoware

text: Neoware

text: Maxspeed

text: Maxspeed

text: Maxspeed

text: Maxspeed

text: Maxspeed

text: Neoware

text: Keith Schneck


text:
EX-99.1
2
newsrelease.htm
PRESS RELEASE
Align Technology Completes Acquisition of Intra-Oral Scanning Leader Cadent
EXHIBIT 99.1
Align Technology Completes Acquisition of Intra-Oral Scanning Leader Cadent
SAN JOSE, Calif., May 2, 2011 (GLOBE NEWSWIRE) -- Align Technology, Inc. (Nasdaq:ALGN) today announced that it has completed the acquisition of privately-held Cadent Holdings, Inc. (Cadent), a leading provider of 3D digital scanning solutions for orthodontics and dentistry, and makers of the iTero™ and OrthoCAD
®
iOC™ scanning systems.
The acquisition of Cadent positions Align as a leader in one of the best growth opportunities in dentistry and medical devices today. Intra-oral scanning is a critical part of enabling new digital technologies and procedures in dental practices including CAD/CAM for restorative dentistry or in-office restorations. Cadent strengthens Align's ability to drive adoption of Invisalign by integrating Invisalign treatment more fully with mainstream chair-side tools and procedures in doctors' practices. The combination of the two companies will help accelerate the use of intra-oral scanning in the dental industry by leveraging Align's global sales reach, extensive professional and consumer marketing capabilities, and base of over 55 thousand ClinCheck
®
software users.
"Align is committed to supporting and building on the technology and products that have made Cadent one of the emerging leaders in intra-oral scanning. That commitment includes continued support of an open system approach that gives doctors and laboratories maximum flexibility, and continued investment in tools that aid and improve restorative, implant, and orthodontic procedures", said Thomas M. Prescott, Align Technology president and chief executive officer. "We will continue to invest in Cadent products and look forward to combining our technology and expertise with Cadent's to deliver innovative new tools to our customers".
Cadent president and chief executive officer, Timothy Mack, has been appointed senior vice president of business development, reporting directly to Mr. Prescott. Mr. Mack is responsible for creating and developing business partnerships in dentistry and extending Align's technology with distributors and lab partners.
Align plans to maintain all Cadent products and services which includes the iTero digital impression system, OrthoCAD iOC orthodontic digital impression system, OrthoCAD iCast™, OrthoCAD iQ™, and OrthoCAD iRecord™. As part of an ongoing program to evaluate interoperability of intra-oral scanning systems for future use with Invisalign treatment, Align is in final interoperability beta tests with Cadent's intra-oral scanning systems and continues to expect to announce interoperability in the second quarter of 2011.
About Align Technology, Inc.
Align Technology designs, manufactures and markets Invisalign, a proprietary method for treating malocclusion, or the misalignment of teeth. Invisalign corrects malocclusion using a series of clear, nearly invisible, removable appliances that gently move teeth to a desired final position. Because it does not rely on the use of metal or ceramic brackets and wires, Invisalign significantly reduces the aesthetic and other limitations associated with braces. Invisalign is appropriate for treating adults and teens. Align Technology was founded in March 1997 and received FDA clearance to market Invisalign in 1998.The Invisalign product family includes Invisalign, Invisalign Teen, Invisalign Assist, Invisalign Express, and Vivera Retainers.
To learn more about Invisalign or to find an Invisalign trained doctor in your area, please visit www.invisalign.com.
Cadent Holdings, Inc. is a subsidiary of Align Technology and is a leading provider of 3D digital scanning solutions for orthodontics and dentistry. The Cadent family of products includes iTero and OrthoCAD iOC scanning systems, OrthoCADiCast, OrthoCAD iQ and OrthoCAD iRecord. For additional information, please visit www.cadentinc.com.
Forward-Looking Statement
This news release, contains forward-looking statements, including statements regarding the combination strengthening Align's ability to drive adoption, helping to accelerate the use of intra-oral scanning and creating a significant opportunity to create growth and build value, the industry trend of digital imaging solutions becoming more widely used in dental practices, and the expectations with regard to announcement of interoperability in the second quarter of 2011. Forward-looking statements contained in this news release relating to expectations about future events or results are based upon information available to Align as of the date hereof. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. As a result, actual results may differ materially and adversely from those expressed in any forward-looking statement. Factors that might cause such a difference include, but are not limited to, risks that Align does not successfully combine and integrate the business, operations and products of Cadent with those of Align in a timely and cost efficient manner, and risks that the anticipated financial and operating benefits of the transaction are not realized. These and other risks are detailed from time to time in Align's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was filed with the Securities and Exchange Commission on February 24, 2011. Align undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
CONTACT: Investor Relations Contact
Shirley Stacy
Align Technology, Inc.
(408) 470-1150
sstacy@aligntech.com
Press Contact
Shannon Mangum Henderson
Ethos Communication, Inc.
(678) 261-7803
align@ethoscommunication.com

text: Align Technology

text: Cadent

text: Align Technology

text: Cadent

text: Align Technology, Inc.

text: Cadent Holdings, Inc.

text: Cadent

text: Cadent

text: Cadent

text: Cadent

text: Align Technology

text: Cadent

text: Cadent

text: Cadent

text: Cadent

text: Cadent

text: Align Technology, Inc.

text: Align Technology

text: Align Technology

text: Cadent Holdings, Inc.

text: Align Technology

text: Cadent

text: Cadent

text: Align Technology, Inc.


text:
EX-99.11
12
ex_103054.htm
EXHIBIT 99.11
ex_103054.htm
Exhibit 99.11
FIRST
AMENDMENT
TO
STOCK
PURCHASE AGREEMENT
THIS
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "
Amendment
") is made effective as of January 1, 2018, by and between SPAR Marketing Force, Inc., a Nevada corporation ("
Buyer
"), and Joseph L. Paulk, a Florida resident ("
Seller
").
WHEREAS,
Buyer and Seller are parties to that certain Stock Purchase Agreement, dated as of October 13, 2017 (the "
Purchase Agreement
"); and
WHEREAS,
in accordance with
Section
10.7
of the Purchase Agreement, the parties hereto and thereto desire to amend the Purchase Agreement as provided herein.
NOW, THEREFORE,
the parties, intending to be legally bound and in consideration of the premises and mutual promises herein contained, agree as follows:
1.
Blue Dot References
. Any and all references to "BlueDot Resource, LLC" are hereby replaced with "BDA Resource, LLC", and any and all references to "BlueDot" are hereby replaced with "BDA".
2.
Employment Contract References
. Any and all references to the "Employment Contract", including its definition, are hereby removed.
3.
Amendment to
the Recitals
of the Purchase Agreement
. The Recitals of the Purchase Agreement are hereby deleted in their entirety and replaced with the following:
"
Seller desires to sell, and Buyer desires to purchase, all of the issued and outstanding shares (the "
Shares
") of capital stock owned or controlled by Seller of Resource Plus of North Florida, Inc., a Florida corporation ("
Resource Plus
"), Mobex of North Florida, Inc. a Florida corporation ("
Mobex
"), and Leasex, LLC, a Florida limited liability company ("
Leasex
" and, collectively with Resource Plus, Mobex and BDA, the "
Acquired Companies
"), for the consideration and on the terms set forth in this Agreement".
4.
Amendment to
Section 1
of the Purchase Agreement
.
Section 1
of the Purchase Agreement is hereby amended to add the following definition:
"
"
BDA
" - BDA Resource, LLC, a Florida limited liability company".
5.
Amendment to
Section 2.7(a)
of the Purchase Agreement
. The first sentence of
Section 2.
7(a)
of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
"Buyer will deliver to Seller within 60 days after the Closing the GAAP Audited Balance Sheet of Resource Plus as of December 31, 2017 (the "
ABS
")."
6.
Amendment to
Section
2.10
of
the Purchase Agreement
.
Section
2.10
of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
"The "
Closing
" shall take place electronically by the mutual exchange and delivery to the counterparty of facsimile or portable document format (.PDF) signatures, commencing at 10:00 a.m. eastern standard time on January 1, 2018 (the "
Closing Date
"). Subject to the provisions of
Section 7.1
, failure to consummate the transactions contemplated in this Agreement on the date and time and at the place determined pursuant to this
Section 2.10
will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement".
7.
Amendment to Exhibit B
of the Purchase Agreement.
Exhibit B
of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
"Reserved".
8.
Miscellaneous
.
(a)
Effect of Amendment
. The execution, delivery and effectiveness of this Amendment shall not constitute a waiver or amendment of any provision of the Purchase Agreement, except as specifically set forth herein. Except as expressly provided in this Amendment, all other provisions of the Purchase Agreement shall remain in full force and effect. All references to the Purchase Agreement in any other document, instrument, agreement or writing hereafter shall be deemed to refer to the Purchase Agreement as amended hereby.
(b)
Headings
. The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding section or sections of this Amendment or the Purchase Agreement. All words used in this Amendment or the Purchase Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.
(c)
Successors and Assigns
. Seller may not assign any of its rights under this Amendment or the Purchase Agreement without the prior consent of Buyer, which may be withheld at its sole discretion. Subject to the preceding sentence, this Amendment and the Purchase Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Amendment or the Purchase Agreement will be construed to give any Person other than the parties to this Amendment or the Purchase Agreement any legal or equitable right, remedy, or claim under or with respect to this Amendment or the Purchase Agreement or any provision of this Amendment or the Purchase Agreement. This Amendment and the Purchase Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Amendment and the Purchase Agreement and their successors and assigns.
(d)
Counterparts
. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
[
Signature page follows]
2
IN WITNESS WHEREOF, the parties have executed this Amendment is effective as of the date set forth above.
BUYER:
SPAR MARKETING FORCE, INC.
By:
Name:
Christiaan M. Olivier
Title:
Chief Executive Officer
SELLER
:
Joseph L. Paulk
[Signature Page to First Amendment to Stock Purchase Agreement
]

text: SPAR Marketing Force, Inc.

text: Joseph L. Paulk

text: SPAR MARKETING FORCE, INC.

text: Joseph L. Paulk


text:
EX-99.1
2
ex99pressrelease102317.htm
EX-99.1
Exhibit
Exhibit No. 99.1
REGIS ANNOUNCES SALE AND SUBSEQUENT FRANCHISE OF SUBSTANTIALLY ALL OF ITS MALL-BASED SALONS AND U.K. BUSINESSES
MINNEAPOLIS, October 23, 2017 -- Regis Corporation (NYSE: RGS), a leader in the haircare industry, whose primary business is owning, operating and franchising hair salons, today announced it has completed the sale and franchise of substantially all of its International segment to The Beautiful Group, an affiliate of Regent, who operates as the Company's largest franchisee.
This transaction includes the Company's approximately 250 Regis Salons and Supercuts salons in the U.K. Regis previously announced the transaction on October 2, 2017, at the same time as announcing that it had sold and franchised substantially all of its mall-based salon business in North America to The Beautiful Group.
About Regis Corporation
Regis Corporation (NYSE:RGS) is a leader in beauty salons and cosmetology education. As of June 30, 2017, the Company owned, franchised or held ownership interests in 9,008 worldwide locations. Regis' corporate and franchised locations operate under concepts such as Supercuts, SmartStyle, MasterCuts, Regis Salons, Sassoon Salon, Cost Cutters, Roosters and First Choice Haircutters. Regis maintains an ownership interest in Empire Education Group in the U.S. For additional information about the Company, including a reconciliation of certain non-GAAP financial information and certain supplemental financial information, please visit the Investor Information section of the corporate website at www.regiscorp.com. To join Regis Corporation's email alert list, click on this link:
http://www.b2i.us/irpass.asp?BzID=913&to=ea&Nav=1&S=0&L=1
About Regent
Regent is a Los Angeles based private equity firm focused on transforming businesses. The firm's strategy is to partner with management teams to create value through operational improvements. Regent's investments span the globe and operate across numerous industry verticals. For more information, please visit www.regent.co.
CONTACT: REGIS CORPORATION:
Paul Dunn
VP, Finance and Investor Relations, 952-947-7915
This press release contains or may contain "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations, including with respect to the announced transaction, that are not historical facts. These forward- looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document reflect management's best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, "may", "believe", "project", "forecast", "expect", "estimate", "anticipate", and "plan".
In addition, the following factors could affect the Company's actual results and cause such results to differ materially from those expressed in forward-looking statements. These factors include the continued ability of the Company to implement its strategy, priorities and initiatives; our ability to attract, train and retain talented stylists; financial performance of our franchisees; acceleration of sale of certain salons to franchisees; the ability of the Company to maintain a satisfactory relationship with Walmart; marketing efforts to drive traffic; changes in regulatory and statutory laws including increases in minimum wages; our ability to manage
cyber threats and protect the security of sensitive information about our guests, employees, vendors or Company information; reliance on information technology systems; reliance on external vendors; consumer shopping trends and changes in manufacturer distribution channels; competition within the personal hair care industry; changes in tax exposure; changes in healthcare; changes in interest rates and foreign currency exchange rates; failure to standardize operating processes across brands; financial performance of Empire Education Group; the continued ability of the Company to implement cost reduction initiatives; compliance with debt covenants; changes in economic conditions; changes in consumer tastes and fashion trends; exposure to uninsured or unidentified risks; reliance on our management team and other key personnel or other factors not listed above. Additional information concerning potential factors that could affect future financial results is set forth under Item 1A of our annual report or Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the SEC on Forms 10-Q and 8-K and Proxy Statements on Schedule 14A.

text: REGIS

text: Regis Corporation

text: The Beautiful Group

label: fund

text: Regent

text: Regis

text: Regis

text: The Beautiful Group

text: Regis Corporation

text: Regis Corporation

text: Regis

text: Regis

text: Regis

text: Regis Corporation

text: Regent

text: Regent

text: Regent

text: REGIS CORPORATION

text: Paul Dunn


text:
EX-99.1
3
press_release.htm
EXHIBIT 99.1 PRESS RELEASE
Press Release - Celsius Signs Merger Agreement with Elite FX
CELSIUS HOLDINGS, INC.
Analipseos 30 Apt. #25, 52236 Panorama
Thessaloniki, Greece
OTCBB: CSUH
DATE: January 24, 2007
New York, NY -- (MARKET WIRE) - January 24, 2007 - Celsius
Holdings, Inc. (OTCBB: CSUH) (the "
Company
") announced today that it
has entered into an Merger Agreement and Plan of Reorganization (the "
Merger
Agreement
") for a merger with Elite FX, Inc. ("Elite"). Under the terms
of the Merger Agreement, the Company's newly formed wholly-owned subsidiary,
Celsius, Inc. (the "
Subsidiary
"), will merge with Elite with the
Subsidiary being the surviving company.
Under the terms of the Merger Agreement, the Company will
issue approximately 70,912,246 shares of the Company's common stock to the
stockholders of Elite in exchange for all of the issued and outstanding
shares of Elite. In addition, (1) the Company will assume 10,647,025 options
to purchase its shares to the existing option holders of Elite, (2) issue a
warrant exercisable for 3,557,812 shares of common stock of the Company to
another party, (3) issue 1,391,500 shares of its common stock and a note for
$250,000 to purchase certain trademark rights to the name "Celsius.
Concurrent with the completion of the Merger, the Company's
principal shareholder will surrender for cancellation 7,200,000 shares of
common stock of the Company held by him. The Company will also complete a
private placement of up to 1,300,000 shares of the Company's common stock at
a price of $0.50 per share to permit it to provide up to $650,000. Part of
the consideration for such offering shall be the conversion of a $250,000
loan to the Company into shares of its common stock under the private
placement at $0.50 per share.
Closing of the Merger is subject to a number of conditions,
including:
The Company having $1,100,000 in cash at closing, less the
outstanding balance of a bridge loan the Company issued to Elite in
November 2006;
The Company entering into employment agreements with four
members of the management team of Elite;
The Company entering into an intellectual property
assignment agreement with each of Steve Haley and Lucille Santini; and
Elite having obtained stockholder approval to go forward
with the Agreement.
Unless waived, failure to meet these conditions would
prevent closing of the Merger.
Elite FX, Inc., a Florida corporation, an early participant
in one of the emerging segments of the estimated $25 billion functional food
and beverage category, is focused on the development and marketing of
healthy, performance-based beverages. Elite FX is dedicated to
bringing positive and consumer-relevant health and performance effects to
great tasting beverages that can be enjoyed every day. If we acquire the
business of Elite FX, Inc. we will change the business of the Company to the
business of Elite FX, Inc. and cease to be an exploration stage company.
Celsius is Elite's first commercially available product. Celsius is the
world's first calorie burning soft drink. Available in five great tasting
flavors, cola, ginger ale, lemon/lime, orange and wild berry and backed by a
clinical study showing its calorie burning capability, we believe Celsius
positions Elite FX for significant growth.
Forward-Looking Statements - Issues, Uncertainties and Risk
Factors
This press release contains statements that are
forward-looking and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. When used in this press
release, the words "anticipate(s)", "anticipated", "anticipation", "assume(s),"
"assumption(s)", "become(s)", "belief(s)", "believe(s)", "believed,"
"could", "designed", "estimate", "estimates", "estimated,"
1
"expect(s)", "expected", "expectation(s)", "going forward", "future,"
"hopeful", "hope(s)", "intend(s)", "intended", "look forward", "may,"
"might", "opportunity", "opportunities", "outlook(s)", "pending", "plan(s),"
"planned", "potential", "scheduled", "shall", "should", "think(s)", "to be,"
"upcoming", "well-positioned", "will", "wish", "would", and similar
expressions, if and to the extent used, are intended to identify
forward-looking statements. All forward-looking statements are based largely
on current expectations and beliefs concerning future events that are subject
to substantial risks and uncertainties. Actual results may differ materially
from the results herein suggested. Factors that may cause or contribute to
the various potential differences include, but are not limited to, an
interruption, delay or failure to complete the Merger; the quality and/or
pricing of the Company's products; the timing and success of marketing
campaigns; and other issues, risks and uncertainties. In particular there is
no assurance that the Merger will be completed, or the private placement
described above will be completed. Generally, there is no assurance that the
conditions of the Merger will be satisfied or waived.
Contact Information:
Celsius Holdings, Inc.
Kristian Kostovski
President and Chief Executive Officer
Telephone: +30-697-366-9834
2

text: Celsius

text: Elite FX

text: CELSIUS HOLDINGS, INC.

text:
Celsius
Holdings, Inc.

text: Elite FX, Inc.

text: Elite

text: Celsius, Inc.

text: Elite

text: Elite

text: Elite

text: Elite

text: Celsius

text: Elite

text: Elite

text: Elite

text: Elite FX, Inc.

text: Elite FX

text: Elite FX, Inc.

text: Elite FX, Inc.

text: Celsius

text: Elite

text: Celsius

text: Celsius

text: Elite FX

text: Celsius Holdings, Inc.

text: Kristian Kostovski


text:
EX-99.1
4
completionofacquisitio.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
FOR:
International Speedway Corporation
CONTACT:
Investor Relations
(386) 681-6516
FOR IMMEDIATE RELEASE
ISC COMPLETES CLOSING OF ACQUISITION BY NASCAR
DAYTONA BEACH, Fla., Oct. 18, 2019 -- International Speedway Corporation (NASDAQ: ISCA) ("ISC") today announced the closing of the previously announced merger contemplated by the Agreement and Plan of Merger, dated as of May 22, 2019, with NASCAR Holdings, Inc. ("NASCAR"), pursuant to which ISC became a wholly owned subsidiary of NASCAR.
ISC shareholders, including shareholders representing a majority of the total voting power not held by certain controlling shareholders of ISC, approved the transaction at a special meeting on October 16, 2019. Under the terms of the merger agreement, shareholders (other than certain controlling shareholders of ISC) are entitled to receive $45.00 in cash, without interest, for each share of ISC Class A common stock and Class B common stock.
As a result of the merger, ISC is now a privately held company. Trading of ISC Class A common stock on NASDAQ was suspended on October 18, 2019, and the Class A common stock will cease to be listed on NASDAQ. Further, ISC Class B common stock will cease to be quoted on the Over-The-Counter Bulletin Board. ISC intends to deregister its common stock and suspend its reporting obligations with the Securities and Exchange Commission, and it will no longer hold an annual meeting of shareholders.
NASCAR
NASCAR Holdings, Inc., through its subsidiaries, operates as a sports sanctioning body. In addition to its role as a sanctioning body across national, international, regional and touring racing series, it is responsible for the creation, oversight, monetization and preservation of intellectual property across the series. It controls the live television broadcast rights of its series and has entered into long-term agreements with media partners to distribute racing content. It also provides news, statistics, and information services on races, drivers, teams, and industry events. NASCAR Holdings, Inc. was founded in 2004 and is based in Daytona Beach, Florida.
ISC
International Speedway Corporation is a leading promoter of motorsports activities, currently promoting more than 100 racing events annually as well as numerous other motorsports-related activities. ISC owns and/or operates 13 of the nation's major motorsports entertainment facilities, including Daytona International Speedway® in Florida (home of the DAYTONA 500®); Talladega Superspeedway® in Alabama; Michigan International Speedway® located outside Detroit; Richmond Raceway® in Virginia; Auto Club Speedway of Southern CaliforniaSM near Los Angeles; Kansas Speedway® in Kansas City, Kansas; ISM Raceway near Phoenix, Arizona; Chicagoland Speedway® and Route 66 RacewaySM near Chicago, Illinois; Homestead-Miami SpeedwaySM in Florida;
Exhibit 99.1
Martinsville Speedway® in Virginia; Darlington Raceway® in South Carolina; and Watkins Glen International® in New York.
ISC also owns and operates Motor Racing NetworkSM, the nation's largest independent sports radio network, Racing Electronics, the leader in motorsports communication technology and equipment and Americrown Service CorporationSM, a subsidiary that provides catering services, and food and beverage concessions. In addition, ISC owns ONE DAYTONA, the retail, dining and entertainment development across from Daytona International Speedway, and has a 50 percent interest in the Hollywood Casino at Kansas Speedway. For more information, visit ISC's Web site at www.internationalspeedwaycorporation.com.

text: International Speedway Corporation

text: ISC

text: NASCAR

text: International Speedway Corporation

text: ISC

text: NASCAR Holdings, Inc.

text: NASCAR

text: ISC

text: NASCAR

text: ISC

text: ISC

text: ISC

text: ISC

text: ISC

text: ISC

text: ISC

text: ISC

text: NASCAR

text: NASCAR Holdings, Inc.

text: NASCAR Holdings, Inc.

text: ISC

text: International Speedway Corporation

text: ISC

text: ISC

text: ISC

text: ISC


text:
EX-99
2
sklv_ex99z1.htm
PRESS RELEASE
Press Release
EXHIBIT 99.1
Skye Life and SuperDate Complete Amalgamation
December 21, 2020, Skye Life Ventures Ltd. (OTC Pink: SKLV) ("Skye") and SuperDate Networks Inc. ("SuperDate") are pleased to announce the completion of a three-cornered amalgamation (the "Amalgamation.") SuperDate has now amalgamated with a newly-created, wholly-owned subsidiary of Skye that was created for the purposes of the Amalgamation. All of the issued and outstanding common shares of have been exchanged for common shares of Skye on the basis of one common share of SuperDate for every new common share of Skye (1:1) (the "Exchange Ratio"). Convertible securities of SuperDate have also been exchanged at the Exchange Ratio.
In the Amalgamation, 38,819,000 Skye common shares were exchanged for SuperDate common shares and 825,000 Skye common share purchase warrants (the "
Warrants
") were exchanged for SuperDate common share purchase warrants. The Warrants have an exercise price of CAD $.035 and expire on May 14, 2021. The former shareholders of SuperDate now hold 82% of the issued and outstanding shares of Skye on an undiluted basis.
The amalgamated company has changed its name to "SuperDate Networks Inc." and is the wholly-owned subsidiary of Skye. Skye will now carry on the business of SuperDate through its subsidiary SuperDate Networks Inc. and continue to carry on its Canadian Licensed Producer business through its subsidiary Emerald
Plants Health Source (E.P.H.S.) Inc.
("Emerald.")
This is an arm's-length transaction. There were no change to the directors or officers of Skye as a result of the Amalgamation. The sole director and officer of SuperDate will continue on as the sole director and officer of SuperDate Networks Inc. following the Amalgamation.
Stevan Perry, Chris Thompson and Chris Jewitt, directors of Skye have also been appointed as directors of Skye's subsidiary, Emerald, and remain on the Board of Skye.
About SuperDate Networks Inc.
SuperDate, is a private technology company, incorporated in British Columbia, Canada in 2014. SuperDate has developed a niche dating software application that matches users through common interests and activities. It intends to release an updated consumer-ready software application four use in North American cities in 2021.
SuperDate represents the next evolution for online dating. Its platform allows users to get outside and social distance effectively while getting to know each other and by sharing common interests or activities. SuperDate launched its IOS beta application in September 2017 through to February 2018 in Vancouver, British Columbia. It was met with great success, securing 5000+ sign ups and 3400 active users. Its Facebook community has grown to more than 55,000 members.
SuperDate is a niche dating software application that can be used by all demographics and groups. SuperDate is primed for 2021 as it prepares for its consumer ready application and four city launches, planned for Vancouver, Montreal, Seattle and Los Angeles.
About Skye Life Ventures Ltd. "Skye"
Skye Life Ventures Inc. is a holding company focused on acquiring valued-added operating subsidiaries in the technology, energy and cannabis sectors.
Forward-Looking Statements
This press release may contain a number of "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning Skye's or SuperDate's possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and the effects of regulation, including whether this transaction will generate returns for stockholders. These forward-looking statements are based on Skye's or SuperDate's management's current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words "estimates", "projected", "expects", "anticipates", "forecasts", "plans", "intends", "believes", "seeks", "may", "will", "should", "future", "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
Forward looking statements in this press release include (a) Skye will acquire SuperDate as planned or at all, (b) the securities of Skye issued in the Proposed Transaction will bear restrictive legend in accordance with the applicable legal requirements, and (c) SuperDate will launch its updated in Vancouver, Montreal, Seattle and Los Angeles in 2021. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Skye's or SuperDate's management's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and the proposed transactions contemplated thereby, (b) the inability to complete the transactions contemplated by the Agreement due to the failure to obtain approval of the stockholders of SuperDate or other conditions to closing in the Agreement, (c) costs related to the proposed transactions, (d) changes in applicable laws or regulations, (e) the possibility that SuperDate may be adversely affected by other economic, business, and/or competitive factors and (f) other risks and uncertainties. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Forward-looking statements included in this Current Report speak only as of the date of this Current Report. Except as required by law, neither Skye nor SuperDate undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and uncertainties are identified and discussed in Skye's reports filed with the SEC and available at the SEC's website at www.sec.gov.
For more information, please contact corportatecommunications@skyelife.ca
Sincerely,
Skye Life Ventures Ltd.
Web Site: www.skyelife.ca
E-Mail: corportatecommunications@skyelife.ca

text: SuperDate

text: Skye Life Ventures Ltd.

text: Skye

text: SuperDate Networks Inc.

text: SuperDate

text: SuperDate

text: Skye

text: Skye

text: SuperDate

text: Skye

text: SuperDate

text: Skye

text: SuperDate

text: Skye

text: SuperDate

text: SuperDate

text: Skye

text: SuperDate Networks Inc.

text: Skye

text: Skye

text: SuperDate

text: SuperDate Networks Inc.

text: Skye

text: SuperDate

text: SuperDate Networks Inc.

text: Skye

text: Skye

text: Skye

text: SuperDate Networks Inc.

text: SuperDate

text: SuperDate

text: SuperDate

text: SuperDate

text: SuperDate

text: SuperDate

text: Skye Life Ventures Ltd.

text: Skye

text: Skye

text: SuperDate

text: Skye

text: SuperDate

text: Skye

text: SuperDate

text: Skye

text: SuperDate

text: Skye

text: SuperDate

text: SuperDate

text: SuperDate

text: Skye

text: SuperDate

text: Skye

text: Skye Life Ventures Ltd.


text:
EX-99.1
3
v183221_ex99-1.htm
Media
Release
For
immediate release
Coreworx completes Decision Dynamics
Technology Acquisition
Combined
Solution to Provide Unique Real-Time & Real-Cost View into Major Capital
Project Status
Waterloo, ON - (May 3, 2010) -
Coreworx Inc. ("Coreworx"), a subsidiary of Acorn Energy, Inc. ("Acorn")
(NASDAQ: ACFN), a leading provider of project information and cost control
software used globally by energy industry leaders to manage major capital
project execution risk, today announced that it has completed the acquisition of
all of the outstanding shares of Decision Dynamics Technology Ltd. ("Decision
Dynamics" or "DDY")(TSX-V:DDY) in consideration for the issuance of 1,000,000
shares of Acorn common stock to the Decision Dynamics shareholders. The
transaction was approved by DDY shareholders on Tuesday, April 27
th
and,
having met the closing conditions, the sale of DDY to Coreworx was completed on
Friday, April 30
th
.
"With
approximately $3.2 million in 2009 sales, DDY's proven product suite of
real-time cost control and earned value management immediately enhances
Coreworx' existing major capital project management software", said
John Moore, CEO of Acorn Energy. "The combined capabilities provide a
solution unique to the industry".
DDY's
Oncore™ significantly advances Coreworx' goal to revolutionize the tools that
project managers use to keep large capital projects on track. By allowing
front-line managers to see project costs in real-time, Oncore™ ensures project
status is based on actual to budget comparisons and earned value formulas.
Combined with Coreworx' current solutions with its document centric view of
project status, that includes engineering drawings, contracts, licenses, plans
etc., project staff are armed with unprecedented insight to make key
decisions.
Joining
these two approaches provides a real-time picture of project status from both a
document completion point of view and an actual cost point of view. This
detailed insight to major capital projects status is simply not available with
other tools currently in the market place, ultimately resulting in greatly
reduced project risk.
"The
biggest risk in a project is labor cost and labor productivity. No one has yet
been able to accurately measure productivity in the first 20% and last 20% of a
project." said Allen Boudreaux, a member of the Coreworx Board of Directors and
Executive VP at MMR Group, with over 30 years of contract management experience
in the construction industry. "The addition of Oncore™ to the Coreworx suite
solves the problem of tracking real-time labor costs and productivity, and
ultimately provides an opportunity to manage these large front-end and back-end
risk areas in a much more efficient and effective way".
The
Oncore™ and Coreworx Project Information Control solutions are currently
available. Coreworx invites the combined customers and prospective customers of
Coreworx and Decision Dynamics to join us for our annual User's conference in
Houston on June 2
nd
to hear
more about this exciting combination.
About
Coreworx:
Coreworx
Inc. provides integrated project information and cost control solutions for
large capital projects in the oil & gas, power and mining sectors. The
Coreworx solution is a proven web-based enterprise software system that enables
engineering and construction contractors and owner/operators to automate best
practices, mitigate business risks and improve performance to budget throughout
the entire project lifecycle. Coreworx services a portfolio of projects valued
at over $500 billion across more than 50 countries, on more than 500 capital
projects with nearly 70,000 users. Coreworx has offices in Houston, Baton Rouge,
Calgary, Victoria and Waterloo. For more information, visit www.coreworxinc.com.
Coreworx Inc. is an Acorn Energy company.
About
Acorn Energy:
Acorn
Energy, Inc. is a publicly-traded holding company with equity interests in
CoaLogix, Coreworx, DSIT, GridSense and US Sensor Systems, Inc. These companies
leverage advanced technologies to transform and upgrade the energy
infrastructure around the world. Acorn companies are focused on three problems
in the energy sector: improving the efficiency of the energy grid, reducing the
risk for owners of large energy assets, and reducing the environmental impact of
the energy sector. Acorn's strategy is to take primarily controlling positions
in companies led by great entrepreneurs. For more information visit
http://www.acornenergy.com.
Safe
Harbor Statement
This
press release includes forward-looking statements, which are subject to risks
and uncertainties. There is no assurance that the business combination of DDY
with Coreworx will achieve the anticipated efficiencies and results or that
DDY's and Coreworx' combination of products will be accepted by the marketplace.
Factors which may cause results to differ from expectations include (i)
difficulties in combining the operations of DDY and Coreworx, (ii) level
of market acceptance of DDY's and Coreworx' combined suite of
products and (iii) risks associated with combining software companies and
integrating their businesses. A discussion of the risks and uncertainties
which may affect Acorn Energy's and Coreworx' businesses generally is included
in "Risk Factors" in the Company's most recent Annual Report on Form 10-K as
filed by the Company with the Securities and Exchange Commission.
Investor
Contact:
Paul G.
Henning
(212)
554-5462
phenning@cameronassoc.com
Coreworx
Contact:
Brett
Shellhammer
(519)
772-3190
bshellhammer@coreworxinc.com

text: Coreworx

text:
Decision Dynamics
Technology

text: Coreworx Inc.

text: Coreworx

text: Acorn Energy, Inc.

text: Decision Dynamics Technology Ltd.

text: Coreworx

text: Coreworx

text: John Moore

text: Coreworx

text: Coreworx

text: Coreworx

text: Coreworx

text: Coreworx

text: Coreworx

text: Coreworx

text: Coreworx

text:
Coreworx
Inc.

text: Coreworx

text: Coreworx

text: Coreworx

text: Coreworx Inc.

text:
Acorn
Energy, Inc.

text: Coreworx

text: Coreworx

text: Coreworx

text: Coreworx

text: Coreworx

text: Coreworx

text: Coreworx


text:
EX-99.2
2
tm2035422d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
UNAUDITED PROFORMA FINANCIAL INFORMATION
SANDRIDGE PERMIAN TRUST
On October 13, 2020, Avalon Energy, LLC ("Avalon") notified SandRidge Permian Trust (the "Trust") that on October
12, 2020, Avalon and Montare Resources I, LLC ("Montare") entered into a Purchase and Sale Agreement, effective as of September
1, 2020, whereby Avalon sold wells and related assets associated with certain of its interests in specified oil and natural gas properties
located in Andrews County, Texas (the "Underlying Properties") to Montare, unburdened by the applicable portion of the royalty
interests held by the Trust (the "Royalty Interests"), for approximately $4.9 million in accordance with Avalon's contractual
rights set forth in the Amended and Restated Trust Agreement governing the Trust and the conveyancing documents pursuant to which the
Royalty Interests were conveyed to the Trust (the "Conveyances") (the "Montare Sale").
The following unaudited proforma financial
information reflects adjustments to the Trust's historical financial results. The Trust financial statements differ from
those prepared in accordance with accounting principles generally accepted in the United States (GAAP) as the Trust records revenues
when cash is received (rather than when earned) and expenses when paid (rather than when incurred) and may also establish reserves
for contingencies, which would not be accrued in financial statements prepared in accordance with GAAP. This comprehensive basis
of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the United States Securities and Exchange
Commission as specified by Staff Accounting Bulletin Topic 12: E,
Financial Statements of Royalty Trusts
. The unaudited
proforma statement of assets and trust corpus at September 30, 2020 has been prepared with the assumption that the Montare Sale
occurred effective September 30, 2020. The unaudited proforma statements
of distributable income for the twelve months ended December 31, 2019 and the nine months ended September 30, 2020 have each been
prepared with the assumption that the Montare Sale occurred effective January 1, 2019 (for production periods starting September 1, 2018).
The historical column in each of the unaudited
proforma statement of assets and trust corpus and the unaudited proforma statements of distributable income reflect the Trust's
historical financial statements for the periods presented and do not reflect any adjustments related to the Montare Sale. Adjustments
and estimates underlying the proforma adjustments column are described in the accompanying footnotes.
The unaudited proforma financial information
does not purport to be indicative of the results of operations or the financial condition which would have actually resulted if
the Montare Sale actually occurred on the dates presented or to project the Trust's result of operations or financial position
for any future period. The unaudited proforma financial information is not predictive of future results of operations or financial
condition of the Trust, as the Trust's future results of operation and financial condition may differ significantly from
the proforma amounts reflected herein due to a variety of factors.
PROFORMA STATEMENTS OF ASSETS AND TRUST
CORPUS (Unaudited)
(In thousands, except unit data)
September 30,
2020
Historical
Adjustment
Proforma
ASSETS
Cash and cash equivalents (1)
$
3,290
$
4,874
$
8,164
Net
investment in royalty interests (2)
15,304
(4,874
)
10,430
Total assets
$
18,594
$
---
$
18,594
TRUST CORPUS
Trust corpus, 52,500,000 units issued and outstanding
$
18,594
$
---
$
18,594
(1)
Cash from the Montare Sale will be distributed in the first quarter of 2021 in accordance with the terms of the Conveyances.
(2)
Book value of net investment in royalty interests was written down to fair value as of September 30, 2020.
STATEMENTS OF DISTRIBUTABLE INCOME (Unaudited)
(In thousands, except per unit data)
Nine Months Ended
September 30, 2020
Historical
Adjustments
Proforma
Revenues
Royalty income (1)(2)
$
6,956
$
(5,422
)
$
1,534
Total revenues
6,956
(5,422
)
1,534
Expenses
Post-production expenses
(2)
26
(21
)
5
Production taxes (2)
334
(260
)
74
Property taxes (3)
1,676
(534
)
1,142
Franchise taxes
36
-
36
Trust administrative expenses
1,462
-
1,462
Cash
reserves used for Trust expenses, net of amounts withheld
(1,443
)
-
(1,443
)
Total expenses
2,091
(815
)
1,276
Distributable income available to unitholders
$
4,865
$
(4,607
)
$
258
Distributable income per unit (52,500,000 units)
$
0.092
$
0.005
Twelve Months Ended
December 31, 2019
Historical
Adjustments
Proforma
Revenues
Royalty income (1)(2)
$
22,442
$
(18,554
)
$
3,888
Total revenues
22,442
(18,554
)
3,888
Expenses
Post-production expenses (2)
50
(42
)
8
Production taxes (2)
1,061
(879
)
182
Property taxes
-
-
-
Franchise taxes
47
-
47
Trust administrative expenses
1,734
-
1,734
Cash reserves withheld for Trust expenses, net of amounts used
2,261
-
2,261
Total expenses
5,153
(921
)
4,232
Distributable income available to unitholders
$
17,289
$
(17,633
)
$
(344
)
Distributable income per unit (52,500,000 units)
$
0.329
$
(0.007
)
(1)
Total historical revenues for the seven calendar quarters from January 1, 2019 to September
30, 2020 were approximately $29.4 million. Total pro-forma revenues for the same period were approximately $5.4 million. Of
the total difference in revenues of approximately $24.0 million, 41.7% is attributable to production declines resulting from
mechanical and normal reservoir declines occurring prior to the Montare Sale.
(2)
Pro forma adjustment based on actual, recorded royalty income and expenses associated with the royalty interests sold.
(3)
Pro forma adjustment based on decrease in fair value of the remaining properties in relation
to the total fair value for the respective periods.

text: Avalon Energy, LLC

text: Avalon

text: Avalon

text: Montare Resources I, LLC

text: Montare

text: Avalon

text: Montare

text: Avalon

text: Montare

text: Montare

text: Montare

text: Montare

text: Montare

text: Montare

text: Montare


text:
EX-99.2
5
mcep-ex992_48.htm
EX-99.2
mcep-ex992_48.htm
Exhibit 99.2
Mid-Con Energy Partners, LP Announces Sale of Southern Oklahoma Assets and Hiring of Financial Advisor.
TULSA, December 28, 2017 - Mid-Con Energy Partners, LP (NASDAQ: MCEP) ("Mid-Con Energy" or the "Partnership") today announces the sale of oil and natural gas assets within its Southern Oklahoma core area to Exponent Energy III, LLC ("Buyer"), a Tulsa-based company. The sale closed on December 22
nd
at a purchase price of $22.0 Million with an effective date of December 22, 2017.
Separately, Mid-Con Energy has hired Sagent Advisors, LLC ("Sagent") to assist it in exploring various financing and strategic alternatives in the marketplace. Sagent will be reviewing a number of alternatives for the Partnership including, financing alternatives for growth acquisitions, corporate structure alternatives, merger opportunities and long-term financing alternatives. Sagent is a leading global independent investment bank focused on providing financial advice with broad experience in the oil and gas industry.
"We are pleased to announce that the sale of our Southern Oklahoma assets was completed last week." commented Jeff Olmstead, President and CEO. Mr. Olmstead commented further "We are excited to announce a partnership with Sagent Advisors to help us with opportunities that exist in the marketplace today. We have seen a number of waterflood opportunities become available, and we are looking for financing options that will allow us to acquire and exploit new assets in a way that is accretive to our existing stakeholders. Sagent's team has a long history of executing for their clients, and we look forward to working with them on these opportunities".
The Partnership has not set a definitive schedule for Sagent to complete its review of financing and strategic alternatives and does not intend to provide any further updates until such time as it has entered into a definitive agreement with respect to a transaction, and there is no assurance that the review process will result in the Partnership pursuing a particular transaction or consummating any such transaction.
In addition, due to the closing of the sale of assets, the previously disclosed waiver received by the Partnership from the administrative agent and lenders under its revolving credit facility waiving noncompliance with the leverage calculation ratio thereunder has been extended, and the borrowing base has been temporarily amended to $115.0MM. The partnership had $99.0MM outstanding on the line of credit as of December 28, 2017. As part of the review of its financing alternatives, the Partnership is in active discussions with its lenders on an extension to its revolving credit facility.
FORWARD-LOOKING STATEMENTS
This press release includes "forward-looking statements" - that is, statements related to future, not past, events within meaning of the federal securities laws. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "estimate", "intend", "expect", "plan", "project", "should", "goal", "forecast", "guidance", "could", "may", "continue", "might", "potential", "scheduled", or "will" or other similar words. These forward-looking statements involve certain risks and uncertainties and ultimately may not prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. For further discussion of risks and uncertainties, you should refer to Mid-Con Energy's filings with the Securities and Exchange Commission ("SEC") available at www.midconenergypartners.com or www.sec.gov. Mid-Con Energy undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement and our SEC filings.
Please see the risks and uncertainties detailed in the "Forward-Looking Statements" and "Risk Factors" sections of our Annual Report on Form 10-K for the year ended December 31, 2016, and in other documents and reports we file from time to time with the
SEC
.
INVESTOR RELATIONS CONTACT
IR@midcon-energy.com
(918) 743-7575

text: Mid-Con Energy Partners, LP

text: Mid-Con Energy Partners, LP

text: Mid-Con Energy

text: Exponent Energy III, LLC

text: Mid-Con Energy

text: Sagent Advisors, LLC

text: Jeff Olmstead

text: Mid-Con Energy

text: Mid-Con Energy


text:
EX-99.1
4
pressrelease991.htm
PRESS RELEASE
Exhibit 99
Exhibit 99.1
WEST PHARMACEUTICAL SERVICES COMPLETES SALE OF
DRUG DELIVERY BUSINESS
LIONVILLE, Pa., February 9, 2005 - West Pharmaceutical Services, Inc. (NYSE: WST), the global market leader in closure systems and syringe components for use with injectable drugs, today announced that, effective February 8, 2005, it has completed the sale of a substantial majority interest in its Drug Delivery business to Archimedes Pharma, a new UK-based European specialty pharma company backed by Warburg Pincus. As previously announced on December 27, 2004, the Company's Drug Delivery division will be classified as "discontinued operation" in the Company's subsequent financial reports. The Company will continue to operate its clinical services business, which is being held for sale or other disposition. West received $7.1 million cash, approximately 14% of the stock of Archimedes Pharma, and a royalty interest in certain of Archimedes Pharma's revenues in exchange for substantially all of its Drug Delivery assets.
About West Pharmaceutical Services, Inc.
West Pharmaceutical Services, Inc. is the world's leading manufacturer of components and systems for injectable drug delivery, including stoppers and seals for vials, and closures and disposable components used in syringe, IV and blood collection systems. West's customers include the world's leading pharmaceutical, biotechnology, generic drug and medical device producers. Internationally headquartered in Lionville, Pennsylvania, West supports its partners and customers from 50 locations throughout North America, South America, Europe, Mexico, Japan, Asia and Australia. For more information, visit West at
www.westpharma.com
.
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this press release or in other Company documents and certain statements that may be made by management of the Company orally may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historic or current facts. They use words such as "estimate", "expect", "intend", "believe", "plan", "anticipate" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or condition. In particular, these include statements concerning future actions, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings and financial results.
Because actual results are affected by risks and uncertainties, the Company cautions investors that actual results may differ materially from those expressed or implied in any forward-looking statement.
It is not possible to predict or identify all such risks and uncertainties, but factors that could cause the actual results to differ materially from expected and historical results include, but are not limited to: successful completion of the disposition of the Company's drug delivery technologies pursuant to the transactions described in this release, including the Company's obtaining of necessary approvals and consents to the transaction; the ability of the acquirer of the drug delivery technologies to develop and market products based on those technologies; the Company's continued ability to operate its clinical services business pending development and execution of a plan for disposing of that business; sales demand, the timing of customers' projects; continued plant operating efficiencies; the Company's ability to maintain its market position and pricing in the face of lower-cost competitors, particularly in the European marketplace; the Company's ability to maintain a favorable mix of value-added products in its portfolio; continued strong contribution from the Company's affiliates; strength or weakness of the U.S. dollar; inflation; potential price increases in raw materials, including those that are petroleum-based, and the continued availability of raw materials; and the impact of recent tax legislation relating to repatriation of foreign earnings.
With respect to the explosion and fire at the Company's Kinston, NC plant, the following factors should also be taken into consideration: delays in receiving customer approvals of the facility and products produced there, and achieving cost-efficient levels of production in the new facility; continuing costs associated with the plant; the unpredictability of existing and future possible litigation related to the explosion and the adequacy of insurance recoveries for costs associated with such litigation; the impact of government actions or investigations affecting the Company; the extent of uninsured costs for, among other things, legal and investigation services and incremental insurance; and regulatory approvals and customer acceptance of goods from alternate sites.
The Company assumes no obligation to update forward-looking statements as circumstances change. Investors are advised, however, to consult any further disclosures the Company makes on related subjects in the Company's 10-K, 10-Q and 8-K reports.

text: WEST PHARMACEUTICAL SERVICES

text: DRUG DELIVERY BUSINESS

text: West Pharmaceutical Services, Inc.

text: Drug Delivery business

text: Archimedes Pharma

text: Warburg Pincus

text: Archimedes Pharma

text: Archimedes Pharma

text: West Pharmaceutical Services, Inc.

text: West Pharmaceutical Services, Inc.


text:
EX-99.1
5
a15-14883_1ex99d1.htm
EX-99.1
Exhibit 99.1
From:
Brian Manthey (news media)
414-221-4444
brian.manthey@we-energies.com
Colleen F. Henderson, CFA (analysts)
414-221-2592
colleen.henderson@wisconsinenergy.com
June 29
, 2015
Wisconsin Energy completes acquisition of Integrys to form WEC Energy Group
MILWAUKEE - Wisconsin Energy Corporation announced today it has completed the acquisition of Integrys Energy - forming the WEC Energy Group (NYSE: WEC).
The new company will provide electricity and natural gas to 4.4 million customers across four states through its customer facing brands - We Energies, Wisconsin Public Service, Peoples Gas, North Shore Gas, Michigan Gas Utilities, and Minnesota Energy Resources.
WEC Energy Group is the eighth largest natural gas distribution company in the country and one of the 15 largest investor-owned utility systems in the United States. Major operating headquarters will be in Milwaukee, Green Bay and Chicago.
"The new era that begins today has its roots in world-class customer service and exceptional shareholder value", said Gale Klappa, chairman and chief executive officer. "Our goal in combining these strong Midwestern companies is to build a leader in the energy industry that will thrive for decades to come".
The new dividend level for Wisconsin Energy shareholders - as previously announced - is effective today and represents an increase of 8.3 percent over the previous quarterly rate. The payout target for the combined company is 65 to 70 percent of earnings.
Klappa also announced the addition of three former Integrys board members - William J. Brodsky, Albert J. Budney Jr. and Paul W. Jones. They join the nine Wisconsin Energy board members to form the board of directors of WEC Energy Group.
-more-
Brodsky, 71, is non-executive chairman of CBOE Holdings, Inc., and the Chicago Board Options Exchange (CBOE). Brodsky assumed this role in May 2014 after serving as CBOE executive chairman from 2013 to 2014, and chairman and chief executive officer from 1997 to 2013. He is a trustee of Syracuse University and chair of the board of directors of Northwestern Memorial Hospital in Chicago. Since 2013, he has also served as chairman of Navy Pier, Inc. in Chicago.
Budney, 68, is the former president and director of Niagara Mohawk Holdings, Inc. Earlier in his career, Budney held senior leadership positions at UtiliCorp United, Inc., Missouri Public Service Company, Stone & Webster Engineering Corp., and Temple, Barker & Sloane, Inc.
Jones, 66, served as chairman and chief executive officer of A. O. Smith Corp from 2005 to 2013. Prior to joining A. O. Smith, Jones was chairman and chief executive officer of U.S. Can Company, Inc. He currently serves as a trustee of the University of Evansville and The Nature Conservancy and as co-chair of The Water Council - an organization dedicated to advancing the Milwaukee region as a world hub for water research, education and economic development.
In connection with the acquisition, shares of Integrys common stock will be delisted and cease trading on the New York Stock Exchange before trading opens on June 30, 2015
.
Under the terms of the merger agreement, shareholders of Integrys will receive 1.128 shares of Wisconsin Energy Common stock and $18.58 in cash for each share of Integrys common stock they held immediately prior to the closing of the acquisition.
WEC Energy Group (wecenergygroup.com), a component of the S&P 500, has nearly $29 billion of assets, 9,300 employees and approximately 60,000 stockholders of record.
The company's principal utilities are We Energies, Wisconsin Public Service, Peoples Gas, North Shore Gas, Michigan Gas Utilities, and Minnesota Energy Resources. The company's other major subsidiary, We Power, designs, builds and owns electric generating plants.
# # #
2

text: Wisconsin Energy

text: Integrys

text: Wisconsin Energy Corporation

text: Integrys Energy

text: Gale Klappa

text: Wisconsin Energy

text: Integrys

text: Wisconsin Energy

text: Integrys

text: Integrys

text: Wisconsin Energy

text: Integrys


text:
EX-99.1
3
avalon8k3282007exh991.htm
PRESS RELEASE
AutoCoded Document
Exhibit 99.1
UTEK Completes
Technology Transfer with Avalon Oil and Gas, Inc. Friday March 30, 2:00 am ET
Transfer
Includes a License for an Apparatus for Leak Detection Technology
TAMPA, FLA. & MINNEAPOLIS--(BUSINESS
WIRE)--UTEK Corporation, a specialty finance company focused on technology transfer,
and Avalon Oil and Gas, Inc., an oil and gas company engaged in the acquisition of
oil and gas producing properties, are pleased to announce that Avalon Oil and Gas,
Inc. has acquired Leak Location Technologies, Inc., a wholly owned subsidiary
of UTEK, in a stock transaction.
Leak Location
Technologies, Inc. contains an exclusive license to a system for determining the
presence and location of leaks in underground pipes. The technology was developed by
researchers at Rensselaer Polytechnic Institute.
"We
believe that the acquisition of this technology will lead to new service opportunities
and potentially increase leak detection efficiency for Avalon Oil and Gas, Inc.", said
Kent Rodriguez, Chief Executive Officer of Avalon Oil and Gas, Inc.
"We are
very enthusiastic about working with Avalon Oil and Gas, Inc. as they help to develop
and commercialize our new leak detection technology", said Paul E. Fredette, Ph.D.,
Associate Director of the Office of Technology Commercialization at Rensselaer
Polytechnic Institute.
"UTEK is
pleased to consummate this technology transfer with Avalon Oil and Gas, Inc.,"
said Jennifer Willis, Manager of Technology Licensing at UTEK Corporation.
About Avalon
Oil and Gas, Inc.
Avalon Oil and
Gas, Inc. is an independent domestic oil and natural gas producer. The Company's
strategy is to generate stable cash flows and production by acquiring a portfolio of
oil and gas leases, to use efficient reservoir maintenance and innovative technology
to generate asset growth, and to deliver a sustainable rate of return for our
shareholders. For more information about Avalon Oil and Gas, Inc., please visit its
website at www.avaloninc.com.
About
Rensselaer Polytechnic Institute
Rensselaer
Polytechnic Institute, founded in 1824, is the nation's oldest
technological university. The university offers bachelor's, master's,
and doctoral degrees in engineering, the sciences, information technology,
architecture, management, and the humanities and social sciences. Institute
programs serve undergraduates, graduate students and working professionals
around the world. Rensselaer faculty are known for pre-eminence in research
conducted in a wide range of fields, with particular emphasis in biotechnology,
nanotechnology, information technology, and the media arts and technology. The
Institute is well known for its success in the transfer of technology from the
laboratory to the marketplace so that new discoveries and inventions benefit
human life, protect the environment and strengthen economic development. For
more information about Rensselaer Polytechnic Institute, please visit its
website at www.rpi.edu.
About UTEK
Corporation
UTEK®
is a specialty finance company focused on technology transfer. UTEK enables
companies to acquire innovative technologies from universities and research
laboratories worldwide. UTEK facilitates the identification and then finances
the acquisition of external technologies for clients in exchange for their
equity securities. This unique process is called U2B®. In addition, UTEK
offers companies the tools to search, analyze and manage university intellectual
properties. UTEK is a business development company with operations in the United
States, United Kingdom and Israel. For more information about UTEK, please visit
its website at www.utekcorp.com.
Forward-Looking
Statements
Certain
matters discussed in this press release are "forward-looking
statements." These forward-looking statements can generally be identified
as such because the context of the statement will include words, such as UTEK or
Avalon Oil and Gas, Inc. "expects", "should,"
"believes", "anticipates" or words of similar import.
Similarly, statements that describe UTEK's or Avalon Oil and Gas,
Inc.'s future plans, objectives or goals are also forward-looking
statements. Such forward-looking statements are subject to certain risks and
uncertainties, including the financial performance of UTEK or Avalon Oil and
Gas, Inc., as appropriate, and the valuation of UTEK's investment
portfolio, which could cause actual results to differ materially from those
currently anticipated. Although UTEK and Avalon Oil and Gas, Inc. believe the
expectations reflected in any forward-looking statements are based on reasonable
assumptions, they cannot give any assurance that their expectations will be
attained. Shareholders, potential investors and other readers are urged to
consider these factors carefully in evaluating any forward-looking statements.
Certain factors could cause results and conditions to differ materially from
those projected in these forward-looking statements, and some of these factors
are discussed below. These factors are not exhaustive. New factors, risks and
uncertainties may emerge from time to time that may affect the forward-looking
statements made herein. These forward-looking statements are only made as of the
date of this press release and both UTEK and Avalon Oil and Gas, Inc. do not
undertake any obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.
UTEK's
operating results could fluctuate significantly due to a number of factors.
These factors include the small number of transactions that are completed each
quarter, the value of individual transactions, the timing of the recognition and
the magnitude of unrealized gains and losses, UTEK's dependence on the
performance of companies in its portfolio, the possibility that advances in
technology could render the technologies it has transferred obsolete, the loss
of technology licenses by companies in its portfolio, the degree to which it
encounters competition in its markets, the volatility of the stock market and
the volatility of the valuations of the companies it has invested in as it
relates to its realized and unrealized gains and losses, the concentration of
investments in a small number of companies, as well as other general economic
conditions. As a result of these and other factors, current results may not be
indicative of UTEK's future performance. For more information on UTEK and
for a more complete discussion of the risks pertaining to an investment in UTEK,
please refer to UTEK's filings with the Securities and Exchange Commission.
Contact:
UTEK
Corporation, Tampa
Tania Bernier, 813-754-4330 x 223 (USA)
or
Bankside
Consultants (UK)
Steve Liebmann or Simon Bloomfield, + 44 (0) 20-7367-8883
or
Avalon Oil and
Gas, Inc.
Kent Rodriguez, 952-746-9655
or
Rensselaer
Polytechnic Institute
Paul E. Fredette, Ph.D., 518-276-4131

text: Avalon Oil and Gas, Inc.

text: Avalon Oil and Gas, Inc.

text:
Avalon Oil and Gas,
Inc.

text: Leak Location Technologies, Inc.

text:
Leak Location
Technologies, Inc.

text: Avalon Oil and Gas, Inc.

text: Kent Rodriguez

text: Avalon Oil and Gas, Inc.

text: Avalon Oil and Gas, Inc.

text: Avalon Oil and Gas, Inc.

text:
Avalon
Oil and Gas, Inc.

text:
Avalon Oil and
Gas, Inc.

text: Avalon Oil and Gas, Inc.

text: Avalon Oil and Gas, Inc.

text:
Avalon Oil and Gas,
Inc.

text:
Avalon Oil and
Gas, Inc.

text: Avalon Oil and Gas, Inc.

text: Avalon Oil and Gas, Inc.

text:
Avalon Oil and
Gas, Inc.

text: Kent Rodriguez


text:
EX-99.1
10
tv521048_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
C3J Therapeutics and AmpliPhi Biosciences
Announce Successful Completion of Merger and Formation of Bacteriophage Company Armata Pharmaceuticals, Inc.
Shares of the combined company to commence trading
on the NYSE American exchange under the new symbol "ARMP" on May 10, 2019
Completed $10 million concurrent financing
Ongoing collaboration with Merck to develop
proprietary synthetic phage candidates
MARINA DEL REY, Calif., May 9, 2019 /
PRNewswire
/
-- Armata Pharmaceuticals, Inc. (NYSE American: ARMP) ("Armata"), a clinical-stage biotechnology company focused
on precisely targeted bacteriophage therapeutics for antibiotic-resistant infections, today announced that the previously-announced
merger between C3J Therapeutics, Inc. ("C3J") and AmpliPhi Biosciences Corporation (NYSE American: APHB) ("AmpliPhi")
has closed. The new combined company, known as Armata Pharmaceuticals, Inc., will focus on the development and advancement of phage-based
therapeutic candidates to treat antibiotic-resistant infections. Armata will trade on the NYSE American stock exchange under the
symbol "ARMP".
"We are pleased to have consummated this merger between
C3J and AmpliPhi combining each company's complimentary and unique strengths and, we believe, creating an undisputed leader
in the development of bacteriophage therapeutics to combat the increasingly urgent crisis of antibiotic resistance", stated
Todd R. Patrick, Chief Executive Officer of Armata. "With a Phase 1b/2-ready lead asset, an extensive synthetic phage library,
and world-class, phage-specific GMP manufacturing facilities that can efficiently advance new candidates into the clinic, we bring
a unique set of capabilities that clearly set us apart. Further, we believe we have the leadership team and financial resources
in place to advance our novel pipeline of natural and synthetic phage-based candidates through meaningful and potentially value-creating
milestones. With the merger now completed, we are working diligently toward that goal".
Armata's innovative pipeline of bacteriophage therapeutic
candidates includes:
·
AP-SA01 phase 1b/2 - ready
Staphylococcus
aureus
natural phage product candidate
·
IND filing planned for 2019
·
Pseudomonas aeruginosa
phage
product candidates
·
Pneumonia and cystic fibrosis natural
phage product candidates identified; engineering started
·
Planned entry into the clinic in 2020
with a phase 1b first-in-human study of synthetic phage targeting one indication
·
Proprietary synthetic phage candidates
being developed with Merck, known as MSD outside of the United States and Canada, designed to target an undisclosed infectious
disease agent
Concurrent with the closing of the merger, an investor syndicate
comprised of certain existing C3J shareholders invested $10 million into Armata, bringing the Company's cash balance to approximately
$16 million. The financing proceeds, together with cash on hand, will be used to advance the combined company's preclinical
and clinical programs and for other corporate and general purposes.
The securities issued in the merger and sold in the concurrent
financing have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered
or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such
registration requirements. Armata has agreed to file a registration statement with the Securities and Exchange Commission
covering the resale of the above-mentioned securities.
In connection with the closing of the merger, AmpliPhi completed
a one-for-fourteen reverse stock split. As a result of the reverse stock split, every fourteen shares of AmpliPhi common stock
outstanding immediately prior to the merger were combined and reclassified into one share of AmpliPhi common stock.
As a result of the closing of the merger and the concurrent
financing, the C3J shareholders, after taking into account the issuance of shares in the financing, now own approximately 76%,
and AmpliPhi's current shareholders now own approximately 24%, of Armata's common stock.
LifeSci Capital acted as the exclusive financial advisor to
C3J and Thompson Hine LLP served as legal counsel. Ladenburg Thalmann & Co. Inc. acted as exclusive financial advisor
to AmpliPhi and Cooley LLP acted as legal counsel.
For more information:
www.armatapharma.com
About Phage Therapeutics
Phage therapeutics are uniquely positioned to address the threat
of antibiotic-resistance as they can be precisely targeted to kill select bacteria, have a differentiated mechanism of action,
can penetrate and disrupt biofilms (a common bacterial defense mechanism against antibiotics), are potentially synergistic with
antibiotics and have been shown to restore antibiotic sensitivity to drug-resistant bacteria.
About Armata Pharmaceuticals, Inc.
Armata is a clinical-stage biotechnology company focused on
the development of precisely targeted bacteriophage therapeutics for antibiotic-resistant infections using its proprietary bacteriophage-based
technology. Armata's lead product candidate, AP-SA01, targets
Staphylococcus aureus
including multidrug-resistant
strains. The Company is also developing and advancing a broad pipeline of synthetic phage candidates, including a synthetic phage
for
Pseudomonas aeruginosa
, leveraging its proprietary phage-specific GMP manufacturing capabilities.
Forward Looking Statements -
This communication
contains "forward-looking" statements, including, without limitation, statements related to the anticipated benefits
of the transactions contemplated by the merger agreement and related transactions, the anticipated benefits of the sale of $10
million of Armata's common stock to certain shareholders of Armata immediately following the closing of the merger, and statements
related to the anticipated filing of the IND for AP-SA01 later in 2019 and the planned entry into the clinic for the synthetic
Pseudomonas
phage candidate. Any statements contained in this communication that are not statements of historical fact may
be deemed to be forward-looking statements. These forward-looking statements are based upon Armata's current expectations.
Forward-looking statements involve risks and uncertainties. Armata's actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include,
without limitation, risks related to Armata's ability to successfully integrate the operations of AmpliPhi and C3J and achieve
the potential benefits of the merger; Armata's ability to advance its preclinical and clinical programs and the uncertain
and time-consuming regulatory approval process. Additional risks and uncertainties relating to Armata and its business can be found
under the caption "Risk Factors" and elsewhere in Armata's filings and reports with the SEC, including in Armata's
Annual Report on Form 10-K, filed with the SEC on March 25, 2019, and Armata's subsequent filings with the SEC. Armata expressly
disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in Armata's expectations with regard thereto or any change in events, conditions or circumstances
on which any such statements are based.
Media Contacts:
At the Company:
Steve Martin
Armata Pharmaceuticals, Inc.
ir@armatapharma.com
(858) 800-2492
Investor Relations:
Joyce Allaire
LifeSci Advisors, LLC
jallaire@lifesciadvisors.com
212-915-2569

text: C3J Therapeutics

text: AmpliPhi Biosciences

text: Armata Pharmaceuticals, Inc.

text: Armata Pharmaceuticals, Inc.

text: C3J Therapeutics, Inc.

text: AmpliPhi Biosciences Corporation

text: Armata Pharmaceuticals, Inc.

text: Todd R. Patrick

text: LifeSci Capital

text: Thompson Hine LLP

text: Ladenburg Thalmann & Co. Inc.

text: Cooley LLP

text: Armata Pharmaceuticals, Inc.

text: Armata Pharmaceuticals, Inc.