text:
EX-99.1
3
a05-10256_1ex99d1.htm
EX-99.1
Exhibit
99.1
Monster
Worldwide Announces Sale of Yellow Pages Division
.
Transaction
Positions Monster Worldwide to Focus on Full Growth Potential of Monster
Franchise
.
Purchase Price of $80 Million
.
Company's Earnings Outlook From
Continuing Operations Unchanged at $0.85-0.90 Per Share
New
York, June 1, 2005
- Monster Worldwide, Inc. (NASDAQ: MNST) today announced that
it has sold its Yellow Pages division to Audax Group, a leading private
equity firm. The sale includes Monster
Worldwide's Yellow Pages business in North America and Japan, formerly
known as TMP Worldwide Directional Marketing, which will now operate under the
name TMP Directional Marketing, and Monster Worldwide's online relocation
business, Monstermoving.com, which will now operate under the name
Moving.com. Both businesses were a part
of Monster Worldwide's Directional Marketing business segment. The transaction allows Monster Worldwide, a
leading Internet enterprise, to further tighten its strategic and operational
focus on the expansion of the Monster franchise across local and international
markets.
The
purchase price of the transaction is $80 million, including $73 million in
cash, which is subject to working capital and other adjustments, and a $7
million promissory note with a 3% coupon, payable in seven years or sooner,
depending upon certain events including the resale of the Yellow Pages business
by Audax. Net proceeds after working
capital and other adjustments, taxes and transaction costs are expected to be
approximately $52 million.
"This transaction benefits Monster Worldwide by
allowing us to focus more squarely on our core competencies and enhance our
prospects for future growth", said Andrew J. McKelvey, Chairman and CEO,
Monster Worldwide. "We have been in the
Yellow Pages industry since our inception in 1967 and that original
platform enabled us to become the global leader we are today. Given our singular corporate strategy of
growing the Monster business and expanding the online recruitment industry
across key local, national and global markets, we believe the sale of the
Yellow Pages division is a natural step that best serves the interests of
Monster Worldwide and TMP Directional Marketing's clients and Monster Worldwide's
shareholders".
The
businesses that were sold employed 790 of Monster Worldwide's approximately
5,000 global employees and contributed approximately $88 million in revenue and
approximately $0.07 per share to Monster Worldwide's revenue and diluted
earnings per share, respectively, in the year 2004. The businesses that
were sold were not expected to make a meaningful contribution to Monster
Worldwide's diluted earnings per share in 2005.
The outlook for earnings per share from continuing operations remains
unchanged at $0.85-0.90 for 2005. The company expects to record a
non-cash, loss on this sale during the second quarter of 2005, with the loss
currently anticipated to be approximately $0.02 per diluted share to be
reported in discontinued operations.
About Audax Group
Audax
Group, founded in 1999, is a leading investor in middle market companies.
With offices in Boston and New York, Audax manages in excess of $1.5 billion in
equity and mezzanine debt capital. For more information visit the Audax
Group website http://www.audaxgroup.com
About Monster Worldwide
Founded
in 1967, Monster Worldwide, Inc. is the parent company of Monster®, the
leading global online careers property. The company also owns TMP Worldwide,
one of the world's largest Recruitment Advertising agency networks. Headquartered
in New York with approximately 4,500 employees in 26 countries, Monster
Worldwide (NASDAQ: MNST) is a member of the S&P 500 Index. More information
about Monster Worldwide is available at www.monsterworldwide.com.
Monster
is the leading global online careers property. A division of Monster Worldwide,
Monster works for everyone by connecting quality job seekers at all levels with
leading employers across all industries. Founded in 1994 and headquartered in
Maynard, Mass., Monster has 25 local language and content sites in 23 countries
worldwide. More information is available at www.monster.com or by calling 1-800-MONSTER. To learn more about Monster's
industry-leading employer products and services, please visit
http://recruiter.monster.com.
Special Note:
Except for historical information contained
herein, the statements made in this release constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve
certain risks and uncertainties, including statements regarding the Company's
strategic direction, prospects and future results. Certain factors,
including factors outside of our control, may cause actual results to differ
materially from those contained in the forward-looking statements, including
economic and other conditions in the markets in which we operate, risks
associated with acquisitions, competition, seasonality and the other risks
discussed in our Form 10-K and our other filings made with the Securities
and Exchange Commission, which discussions are incorporated in this release by
reference.
Contacts:
Investors:
Robert Jones
(212) 351-7032
robert.jones@monsterworldwide.com
2
Media:
David Rosa
(212) 351-7067
david.rosa@monsterworldwide.com
Christian Harper
Weber Shandwick
(212) 445-8135
charper@webershandwick.com
###
3

text:
Monster
Worldwide

text: Yellow Pages Division

text: Monster Worldwide

text: Monster Worldwide, Inc.

text: Yellow Pages division

text: Audax Group

text:
Monster
Worldwide

text: Monster Worldwide

text: Monster Worldwide

text: Monster Worldwide

text: Monster Worldwide

text: Monster Worldwide

text: Yellow Pages division

text: Monster Worldwide

text: Monster Worldwide

text: Monster Worldwide

text: Monster Worldwide

text:
Monster
Worldwide

text: Audax Group

text:
Audax
Group

text:
Audax
Group

text: Monster Worldwide

text: Monster Worldwide, Inc.

text:
Monster
Worldwide

text: Monster Worldwide

text: Monster Worldwide


dataset: buster

text:
EX-99.2
9
ea143821ex99-2_sharecareinc.htm
PRESS RELEASE, DATED JULY 1, 2021
Exhibit 99.2
Sharecare closes business combination with Falcon
Capital Acquisition Corp., will begin trading on
Nasdaq under symbol "SHCR" on July 2
ATLANTA, July 1, 2021 - Sharecare, Inc.
("Sharecare"), the digital health company that helps people manage all their health in one place, today announced that it
has completed its business combination with Falcon Capital Acquisition Corp. ("Falcon") (NASDAQ: FCAC), a special purpose
acquisition company. The transaction was approved by Falcon's shareholders on June 29, 2021, during a Special Meeting in which 97%
of the votes cast were in favor of merger. Beginning July 2, 2021, Sharecare's shares of Class A common stock will trade on the
NASDAQ under the symbol "SHCR".
"Sharecare is the leader in digital health
engagement and the only platform empowering people to navigate, activate, and connect with their doctor, insurance company, and employer
benefits all in one app, unifying the disparate elements of each person's well-being journey", said Jeff Arnold, founder,
chairman, and chief executive officer of Sharecare. "As a profitable, high-growth company with zero debt on our balance sheet, we
intend to use the proceeds from this transaction to fund continued growth through product development, expansion of our commercialization
capabilities, and M&A. We look forward to this next phase as a public Company and are laser-focused on simplifying the overall health
experience, improving outcomes, and reducing cost on behalf of individuals, communities, and organizations everywhere".
As a result of the business combination, Sharecare
will receive gross proceeds of over $571 million, prior to transaction expenses, including investments from funds managed by Koch Strategic
Platforms, Baron Capital Group, Eldridge, Woodline Partners LP, and strategic partner, Digital Alpha which will be used to fuel continued
growth, engagement, and innovation. Separately, Anthem, Inc. made a direct investment in Sharecare, and the Companies are partnering to
build affordable, high-quality, whole-health advocacy solutions. Arnold and Sharecare's management team will continue to lead the
combined company.
"We believe passionately in Sharecare's ability to
drive meaningful transformation across the healthcare ecosystem and innovate at scale", said Alan Mnuchin, chairman and chief executive
officer of Falcon. "We had very specific selection criteria in mind for our ideal partner: an organization that developed an industry-leading
solution, demonstrated the readiness of a public company, and truly represented a differentiated "category of one". Sharecare
is
that organization; and with Jeff and the incredible management team, we are confident in the Company's vision, diverse business
model, and, most importantly, its ability to impact positive change in millions of people's lives".
"We think of Koch as a laboratory-a
place for innovation and experimentation-which allows us to bring value beyond just investing when it's appropriate, and we
are excited about the opportunity to contribute to Sharecare's success as it enters the public market", said David Park, president
of Koch Strategic Platforms. "As an innovative company with great long-term fundamentals sitting at the intersection of media, technology,
and healthcare, Sharecare is well positioned to drive much needed disruption across the digital health continuum".
Morgan Stanley & Co. LLC and J.P. Morgan Securities
LLC acted as financial advisors and King & Spalding LLP acted as legal counsel to Sharecare. BTIG, LLC and Canaccord Genuity LLC acted
as capital markets advisors to Sharecare. Goldman Sachs Group acted as financial advisor and White & Case LLP acted as legal counsel
to Falcon Capital Acquisition Corp. Goldman Sachs and J.P. Morgan Securities LLC acted as joint placement agents in connection with the
PIPE offering.
About Sharecare
Sharecare is the leading digital health company
that helps people - no matter where they are in their health journey - unify and manage all their health in one place. Our
comprehensive and data-driven virtual health platform is designed to help people, providers, employers, health plans, government organizations,
and communities optimize individual and population-wide well-being by driving positive behavior change. Driven by our philosophy that
we are all together better, at Sharecare, we are committed to supporting each individual through the lens of their personal health and
making high-quality care more accessible and affordable for everyone. To learn more, visit www.sharecare.com.
Forward-Looking Statements
This press release contains forward-looking statements
that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements
by the following words: "may", "will", "could", "would", "should", "expect,"
"intend", "plan", "anticipate", "believe", "estimate", "predict,"
"project", "potential", "continue", "ongoing" or the negative of these terms or other
comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties
and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information
expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking
statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently
known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this press release include,
but are not limited to, the intended use of proceeds from the business combination, Sharecare's anticipated future performance and
its ability to innovate and positively impact the healthcare ecosystem. We cannot assure you that the forward-looking statements in this
press release will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties
that could cause actual results to differ materially from expected results, including, among others, the ability to recognize the anticipated
benefits of the business combination, the outcome of any legal proceedings that may be instituted against Falcon or Sharecare, the impact
of COVID-19, the ability to maintain the listing of Sharecare's common stock on Nasdaq following the business combination, changes
in applicable laws or regulations, the possibility that Sharecare may be adversely affected by other economic, business, and/or competitive
factors, and other risks and uncertainties, including those included in Falcon's or Sharecare's filings with the Securities
and Exchange Commission. Most of these factors are outside of Falcon's and Sharecare's control and are difficult to predict.
Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties
in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person
that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release
represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to
change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention
of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing
our views as of any date subsequent to the date of this press release.
Contacts
Sharecare Media Contact
Jen Martin Hall
pr@sharecare.com
Sharecare Investor Relations Contact
Bob East/Jordan Kohnstam
SharecareIR@westwicke.com

label: organization

text: Sharecare

text:
Falcon
Capital Acquisition Corp.

override: organization

text: Sharecare, Inc.

text: Sharecare

text: Falcon Capital Acquisition Corp.

text: Sharecare

text: Sharecare

label: person

text: Jeff Arnold

text: Sharecare

text: Sharecare

label: fund

text:
Koch Strategic
Platforms

text: Baron Capital Group

text: Eldridge

text: Woodline Partners LP

text: Sharecare

text: Sharecare

text: Sharecare

text: Alan Mnuchin

text: Sharecare

text: Sharecare

text: David Park

text: Koch Strategic Platforms

text: Sharecare

text: Morgan Stanley & Co. LLC

text:
J.P. Morgan Securities
LLC

text: King & Spalding LLP

text: Sharecare

text: BTIG, LLC

text: Canaccord Genuity LLC

text: Sharecare

text: Goldman Sachs Group

text: White & Case LLP

text: Falcon Capital Acquisition Corp.

text: J.P. Morgan Securities LLC

text: Sharecare

text: Sharecare

text: Sharecare

text: Sharecare

text: Sharecare

text: Sharecare

text: Sharecare

text: Sharecare

text: Sharecare

text: Sharecare

text: Sharecare

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-99.2
3
exhibit992newsrelease.htm
EXHIBIT 99.2
exhibit992newsrelease
Contacts: Media Relations - George C. Lewis, 610-774-4687 Investor Relations - Andy Ludwig, 610-774-3389 Talen Energy Completes Sale of Gas-Fired Power Plant in Pennsylvania ALLENTOWN, Pa., (Feb. 1, 2016) - Talen Energy Corporation (NYSE: TLN) completed on Monday (2/1) the sale of Talen Ironwood Holdings, LLC, which through its subsidiaries owns and operates the Ironwood combined-cycle, natural gas-fired power plant in Lebanon County, Pa., to a subsidiary of TransCanada Corporation (TSX, NYSE: TRP). The total purchase price, after estimated adjustments for net working capital, was $657 million. In connection with the transaction, Talen Energy repaid approximately $41 million in debt, plus a customary pre-payment premium, associated with the plant. Talen Energy expects to use transaction proceeds to retire pre-payable and maturing debt, and for other general corporate purposes. Sale of the 704-megawatt plant supports mitigation measures required by a December 2014 Federal Energy Regulatory Commission order that approved the transactions that formed Talen Energy. Other previously announced mitigation sales in specified regions of the PJM Interconnection are expected to close in the first quarter of 2016, subject to the satisfaction of customary closing conditions. Credit Suisse served as financial advisor to Talen Energy for the Ironwood transaction. Kirkland & Ellis LLP served as transaction counsel. Talen Energy is one of the largest competitive energy and power generation companies in North America. Our diverse generating fleet operates in well-developed, structured wholesale power markets. To learn more about us, visit www.talenenergy.com. Forward-Looking Statements All statements contained herein other than statements of historical fact are "forward-looking" statements for purposes of the U.S. federal and state securities laws. Although Talen Energy believes that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance
that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, and actual results may differ materially from the results discussed in the statements. The following are among the important factors that could cause actual results to differ materially from the forward-looking statements: adverse economic conditions; changes in commodity prices and related costs; operational, price and credit risks in the wholesale and retail electricity markets; operating performance and the length of scheduled and unscheduled outages at our generating plants; volatility in the availability and/or price of electric transmission and/or fuel transmission and delivery services; competition in the power generation market; federal and state legislation and regulation, including laws and regulations concerning the environment; the impact of climate change; and weather conditions affecting customer energy usage and/or the availability of fuel for our generating plants. Any forward- looking statements should be considered in light of such important factors and in conjunction with Talen Energy's filings with the Securities and Exchange Commission that are available at www.sec.gov. # # #

text: Talen Energy

text: Talen Energy Corporation

text: Talen Ironwood Holdings, LLC

text: TransCanada Corporation

text: Talen Energy

text: Talen Energy

text: Talen Energy

text: Credit Suisse

text: Talen Energy

text: Kirkland & Ellis LLP

text: Talen Energy

text: Talen Energy

text: Talen Energy


text:
EX-99.1
8
exhibit991-form8xkxpo.htm
EX-99.1
Document
Exhibit 99.1
XPO Logistics Completes Spin-Off of GXO Logistics
GREENWICH, Conn. - August 2, 2021 - XPO Logistics, Inc. (NYSE: XPO) today announced that it has completed the previously announced spin-off of GXO Logistics, Inc., creating two independent, publicly traded companies. XPO is a leading provider of freight transportation services, primarily less-than-truckload transportation and truck brokerage services, and GXO is the largest pure-play contract logistics provider in the world. XPO shares will continue to trade on the New York Stock Exchange under the symbol "XPO" and, effective today, GXO will begin "regular way" trading on the NYSE under the symbol "GXO".
Brad Jacobs, chairman and chief executive officer of XPO Logistics, said, "With the timely completion of our spin-off, XPO and GXO are moving forward with powerful momentum as independent public companies. I want to thank the many people whose work over the past eight months has made this initiative a reality. We've given both businesses a clear line of sight to unlocking their full potential".
The separation was completed through a distribution to XPO stockholders of one share of GXO common stock for every one share of XPO common stock held as of the close of business on the record date for the distribution, July 23, 2021. GXO shares were distributed at 12:01 a.m. Eastern Time on August 2, 2021 in a distribution that is intended to be tax-free to XPO stockholders for U.S. federal income tax purposes.
Goldman Sachs & Co. LLC acted as financial advisor and Wachtell, Lipton, Rosen & Katz acted as legal advisor in connection with the separation.
About XPO Logistics
XPO Logistics, Inc. (NYSE: XPO) is a leading provider of freight transportation, primarily a top-three provider of truck brokerage and less-than-truckload (LTL) capacity in North America. XPO helps companies to de-risk their supply chains by moving their goods using cutting-edge technology. XPO Connect™, the company's proprietary automated freight marketplace, is one of the fastest-growing digital brokerage platforms in the industry. XPO provides capacity at scale to 50,000 shippers through a global network of 744 locations and approximately 40,000 employees. The company is headquartered in Greenwich, Conn., USA. Visit xpo.com for more information, and connect with XPO on Facebook, Twitter, LinkedIn, Instagram and YouTube.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including the statements above regarding benefits of the contemplated spin-off transaction, as well as the expected performance of the company after
the spin-off. Any forward-looking statements contained herein are based on our management's current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause the company's actual results or actions to differ materially from what is expressed or implied by these statements. Such risks include, but are not limited to: uncertainties as to the impact of the spin-off on the company's business, as well as the disclosure contained under the heading "Risk Factors" in the company's filings with the U.S. Securities and Exchange Commission. We disclaim any obligation to update these forward-looking statements other than as required by law.
Investor Contact
Tavio Headley
+1-203-413-4006
tavio.headley@xpo.com
Media Contact
Joe Checkler
+1-203-423-2098
joe.checkler@xpo.com

text: XPO Logistics, Inc.

text: GXO Logistics, Inc.

text: Brad Jacobs

text: Goldman Sachs & Co. LLC

text: Wachtell, Lipton, Rosen & Katz

text: XPO Logistics, Inc.


text:
EX-99.1
4
d422022dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
July 31, 2017
Contact:
Daryl G. Byrd, President and CEO (337)
521-4003
John R. Davis, Senior Executive Vice President (337)
521-4005
IBERIABANK Corporation Completes Acquisition of Sabadell United Bank, N.A.
LAFAYETTE, LOUISIANA - IBERIABANK Corporation (NASDAQ: IBKC), the holding company of the
130-year-old
IBERIABANK (www.iberiabank.com), announced the completion of the acquisition of Sabadell United Bank, N.A. ("Sabadell United") from Banco de Sabadell, S.A. The acquisition was completed
effective on July 31, 2017. The branch and operating systems conversions associated with the acquisition are expected to be completed in October 2017.
Daryl G. Byrd, President and Chief Executive Officer of IBERIABANK Corporation, commented, "We welcome the clients and associates of
Sabadell United to our organization. We are excited that Sabadell United's talented leadership team has joined our Company and will help drive our continued high-quality expansion in Southeast Florida and enhance our strategic progress.
Effective immediately, Fernando
Perez-Hickman,
former Chairman of Sabadell United, has been named Vice Chairman and Director of Corporate Strategy and Mario Trueba, former Chief Executive Officer of Sabadell
United, has been named Executive Vice President and Regional President for Southeast Florida. The vibrant Miami market is the third largest market in the Southeast and the seventh largest in the country. We are pleased to partner with exceptional
local talent with similar cultural values, and expand into a market that has significant long-term growth potential".
Fernando
Perez-Hickman commented, "We are proud of our many past accomplishments at Sabadell United and very excited to be an important part of IBERIABANK's future. I am also very excited about my role at IBERIABANK, and the roles that my team at
Sabadell United will have in shaping the strategic direction of our combined company. Importantly, our clients and communities will continue to experience the same high quality service, local decision-making, and thoughtful community involvement
that they have grown to expect from us".
Sabadell United had 25 offices serving the Miami metropolitan statistical area of Dade,
Broward, and Palm Beach Counties and three offices in Hillsborough, Sarasota, and Collier Counties. At June 30, 2017, Sabadell United had total assets of $5.7 billion, gross loans of $4.1 billion, and total deposits of
$4.4 billion. On that date, Sabadell United's shareholders' equity was $646 million and tangible book value was $558 million (which excluded goodwill of $77 million and other intangible assets of $11 million). Upon
completion of the acquisition, IBERIABANK Corporation had approximately $28 billion in total assets.
Under the terms of the Stock
Purchase Agreement, Banco de Sabadell, S.A. received $796 million in cash and approximately 2.61 million shares of IBERIABANK Corporation common stock. The cash consideration was financed through two public common stock offerings completed
on December 7, 2016, and March 7, 2017. Based on the Company's closing stock price on July 31, 2017, the value of aggregate consideration was approximately $1.0 billion, or 1.80 times Sabadell United's tangible book
value and an 11% core deposit premium.
1
IBERIABANK Corporation
IBERIABANK Corporation is a financial holding company with 335 combined offices, including 228 bank branch offices and one loan production
office in Louisiana, Arkansas, Tennessee, Alabama, Texas, Florida, Georgia, and South Carolina, 24 title insurance offices in Arkansas and Louisiana, and mortgage representatives in 68 locations in 10 states. The Company has 13 locations with
representatives of IBERIA Wealth Advisors in four states, and one IBERIA Capital Partners, L.L.C. office in New Orleans.
IBERIABANK
Corporation's common stock trades on the NASDAQ Global Select Market under the symbol "IBKC." The Company's Series B Preferred Stock and Series C Preferred Stock trade on the NASDAQ Global Select Market under the symbols
"IBKCP" and "IBKCO", respectively. The Company's common stock market capitalization was approximately $4.3 billion, based on the NASDAQ Global Select Market closing stock price on July 31, 2017.
The following 12 investment firms currently provide equity research coverage on the Company:
.
Bank of America Merrill Lynch
.
FIG Partners, LLC
.
Hovde Group, LLC
.
Jefferies & Co., Inc.
.
JMP Securities LLC
.
Keefe, Bruyette & Woods, Inc.
.
Piper Jaffray & Co.
.
Raymond James & Associates, Inc.
.
Robert W. Baird & Company
.
Sandler O'Neill + Partners, L.P.
.
Stephens, Inc.
.
SunTrust Robinson-Humphrey
Additional Information
Goldman, Sachs & Co. and UBS Investment Bank served as financial advisors to IBERIABANK Corporation, and Simpson Thacher &
Bartlett LLP served as legal advisor. Keefe, Bruyette & Woods, Inc., a Stifel Company, served as financial advisor to Banco de Sabadell, S.A. and Sabadell United, and Hunton & Williams LLP served as legal advisor.
Caution About Forward-Looking Statements
This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 relating to the
acquisition of Sabadell United, including Sabadell United's integration with IBERIABANK and the combination of their businesses. In general, forward-looking statements usually use words such as "may", "believe,"
"expect", "anticipate", "intend", "will", "should", "plan", "estimate", "predict", "continue", and "potential" or the negative of these terms or
other comparable terminology, including statements related to the expected benefits of the acquisition of Sabadell United. Forward-looking statements represent management's beliefs, based upon information available at the time the statements
are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks, and uncertainties that change over time and could cause actual results or financial
condition to differ materially from those expressed in or implied by such statements, and there can be no assurance that the expected returns and other benefits of the merger to shareholders will be achieved. Factors that could cause or contribute
to such differences include, but are not limited to: the possibility that expected benefits may not materialize in the time frames expected or at all, or may be more costly to achieve; that the parties' respective businesses may not perform as
expected due to transaction-related uncertainties or other factors that the parties are unable to implement; reputational risks and the reaction of the parties' customers to the merger; diversion of management time to merger-related issues; and
other factors and risk influences contained in the cautionary language included under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in the
Company's Form
10-K
for the fiscal year ended December 31, 2016, and other documents filed by the Company with the SEC. Consequently, no forward-looking statement can be guaranteed. The Company does
not undertake any obligation to update or revise
2
any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this press release or any related documents, the
Company claims protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
3

text: Daryl G. Byrd

text: IBERIABANK Corporation

text: Sabadell United Bank

text: IBERIABANK Corporation

text: Sabadell United Bank

text: Sabadell United

text: Banco de Sabadell, S.A.

text: Daryl G. Byrd

text: IBERIABANK Corporation

text: Sabadell United

text: Sabadell United

text: Sabadell United

text:
Sabadell
United

text: Sabadell United

text: Sabadell United

text: Sabadell United

text: Sabadell United

text: Sabadell United

text: IBERIABANK Corporation

text: Banco de Sabadell, S.A.

text: IBERIABANK Corporation

text: Sabadell United

text: IBERIABANK Corporation

text: IBERIABANK Corporation

text:
IBERIABANK
Corporation

text: Keefe, Bruyette & Woods, Inc.

text: Goldman, Sachs & Co.

text: UBS Investment Bank

text: IBERIABANK Corporation

text:
Simpson Thacher &
Bartlett LLP

text: Keefe, Bruyette & Woods, Inc.

text: Banco de Sabadell, S.A.

text: Sabadell United

text: Hunton & Williams LLP

text: Sabadell United

text: Sabadell United

text: Sabadell United


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
Nordson Corporation
28601 Clemens Road
Westlake, Ohio 44145 USA
FOR RELEASE:
CONTACT:
Immediately
James R. Jaye
Director, Communications & Investor Relations
440.414.5639
Jim.Jaye@nordson.com
Nordson Corporation Acquires Sealant Equipment & Engineering Inc., Expanding Cold Material
Dispensing and Application Capabilities
Westlake, Ohio, USA - August 1, 2012 -
Nordson Corporation
(Nasdaq: NDSN) today
announced the acquisition of Plymouth, Michigan based
Sealant Equipment & Engineering,
Inc.
, a leader in the engineering and manufacturing of meter, mix and dispense equipment and
valves which apply 1-part, 2-part and 3-part adhesive, sealant and lubricating materials. Terms
of the transaction were not disclosed.
The acquired business had sales of $18 million for the trailing twelve months ended June 30, 2012,
employs 60 people, and will operate as part of Nordson's Industrial Coating Systems segment.
"Sealant Equipment & Engineering provides Nordson with a broader presence in the cold materials
equipment market and focuses on a wide variety of general industry applications including aerospace
and transportation, building and construction, medical, alternative energy and many others", said
Nordson President and Chief Executive Officer Michael F. Hilton. "The company is an excellent
complement to Nordson's existing cold material equipment offering. It also provides us with
additional capability in a space we have previously highlighted as attractive, and fits our profile
of providing customers with outstanding service and differentiated products which improve their
processes and productivity. In addition, we see significant opportunities to leverage Nordson's
global infrastructure to grow the business beyond its current, largely North American footprint".
Nordson Corporation delivers precision technology solutions that help customers increase
throughput, productivity and up-time, enable new products and features, and decrease material
usage. The company engineers, manufactures and markets differentiated products and systems used for
dispensing
and processing
adhesives
,, sealants,
biomaterials
and plastics,
fluid management
,
test and inspection
,
UV curing
and
plasma surface
treatment
, all supported by application expertise and direct global sales and service. Nordson
serves a wide variety of consumer non-durable, durable and technology end markets including
packaging, nonwovens, electronics, medical, appliances, energy, transportation, construction, and
general product assembly and finishing. Founded in 1954 and headquartered in Westlake, Ohio, the
company has operations and support offices in more than 30 countries. Visit Nordson on the web at
www.nordson.com
,
www.twitter.com/Nordson-Corp
or
www.facebook.com/nordson
.

text: Nordson Corporation

text: Nordson Corporation

text: Sealant Equipment & Engineering Inc.

text: Nordson Corporation

text: Sealant Equipment & Engineering

text: Sealant Equipment & Engineering

text: Nordson Corporation


text:
EX-99..1
2
exhibit991nexus.txt
PRESS RELEASE SEPTEMBER 21, 2004
News Announcement For Immediate Release
Contact:
Jeffrey D. Gash Joseph N. Jaffoni, Robert L. Rinderman
Chief Financial Officer Jaffoni & Collins Incorporated
631/273-5500 or jgash@jacoelect.com 212/835-8500 or jaco@jcir.com
JACO ELECTRONICS DIVESTS NEXUS CONTRACT MANUFACTURING UNIT FOR $12 MILLION
AND EXPANDS FLAT PANEL DISPLAY OPERATIONS
Hauppauge, NY and Brandon, VT, September 21, 2004 -- Jaco Electronics, Inc.
(Nasdaq: JACO), a distributor of electronic components to original equipment
manufacturers, today announced that it has completed the sale of its non-core
contract manufacturing subsidiary, Nexus Custom Electronics, Inc., to Sagamore
Holdings, Inc. for $12.0 million and the assumption of certain liabilities.
Pursuant to the agreement, Sagamore Holdings has entered into a contract that
designates Jaco as a key supplier of electronic components to Nexus Custom
Electronics for a period of five years.
Under the terms of the agreement, Jaco will receive $9.25 million of the
purchase consideration in cash at closing. The balance of the purchase
consideration will be satisfied through a $2.75 million subordinated note issued
by the purchaser. Jaco may also receive up to $1 million as consideration under
a six-year earn-out agreement with Sagamore. As a result of the sale, Jaco will
classify the operations of Nexus Custom Electronics as "discontinued" as of July
1, 2003 (the beginning of the Company's 2004 fiscal year).
Commenting on the sale, Jaco's Chairman and Chief Executive Officer Joel Girsky,
stated, "While it was a non-core holding for Jaco, Nexus is a solid company and
we are delighted to maintain a long-term supply arrangement with Nexus.
Initially, we plan to utilize net proceeds from the sale to reduce long-term
debt, which was approximately $38.9 million at March 31, 2004.
"With the availability through our bank lines, we also plan to further expand
our flat panel display (FPD) sales, engineering and integration operations and
will shortly commence construction on a new 20,000 square foot manufacturing
facility for the design, assembly and testing of FPD systems, products, and
subassemblies. We will leverage the additional capacity to vertically integrate
our FPD operation, thereby enhancing Jaco's intellectual property and our
ability to provide a wide array of value-added display offerings.
-more-
Jaco Electronics Divests Nexus Contract Manufacturing, 9/21/04 page 2
"The new facility will include state-of-the-art equipment allowing Jaco to
develop and perform functions such as optical enhancements for optimization of
FPDs under various environmental conditions. Undertaking this investment will
better align us with our strategic suppliers and will position Jaco as a
one-stop source for customers' FPD supply and integration needs. We also plan to
deploy the proceeds from the sale to expand in the Far East and explore
additional distribution-based opportunities such as strategic acquisitions".
Headquartered in Brandon, VT, with a facility in Woburn, MA, Nexus Custom
Electronics provides contract manufacturing of printed circuit boards using
surface mount and through-hole assembly. The company is ISO 9001 certified and
also offers component sourcing, design engineering, testing, and box build
(complete system) assembly services. Nexus recorded trailing twelve-month net
sales of approximately $22 million and employs approximately 140 persons.
Jaco is a leading distributor of electronic components to industrial OEMs and
contract manufacturers. Jaco distributes products such as semiconductors,
capacitors, resistors, electromechanical devices, flat panel displays and power
supplies, which are used in the manufacture and assembly of electronic products,
including: telecommunications equipment, computers and office equipment, medical
devices and instrumentation, industrial equipment and controls,
military/aerospace systems and automotive and consumer electronics.
Jaco has two distribution centers and 16 strategically located sales offices
throughout the United States. Jaco provides a variety of value-added services
including automated inventory management services, assembling stock items for
customers into pre-packaged kits, integrating and assembling various custom
components with flat panel displays to customer specifications. The Company's
core customer base consists primarily of small and medium-sized manufacturers
that produce electronic equipment used in a wide variety of industries.
Except for the historical information, this press release includes
forward-looking statements that involve risks and uncertainties, including, but
not limited to, general industry and economic conditions, the impact of
competitive products, product demand and market acceptance risks, fluctuations
in operating results, delays in development of highly-complex products, the
ability of the Company to maintain or expand its operations, the level of costs
incurred in connection with the Company's ability to maintain or expand its
operation and the financial strength of the Company's customers and suppliers
and other risks detailed from time to time in the Company's Securities and
Exchange Commission filings. The forward-looking statements in this press
release involve risks and uncertainties which could cause actual results,
performance or trends, including margins, SG&A expenses as a percentage of
revenues and earnings per diluted share, to differ materially from those
expressed in the forward-looking statements. The Company believes that all
forward-looking statements made by it have a reasonable basis, but there can be
no assurance that management's expectations, beliefs or projections as expressed
in the forward-looking statements will actually occur or prove to be correct.
Actual results may differ materially from such information set forth herein.
# # #

text: Robert L. Rinderman

text: JACO ELECTRONICS

text: NEXUS

text: Jaco Electronics, Inc.

text: Nexus Custom Electronics, Inc.

text:
Sagamore
Holdings, Inc.

text: Sagamore Holdings

text: Nexus

text: Nexus

text: Jaco Electronics

text: Nexus

text: Nexus


text:
EX-99.1
3
a17-3493_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts: Media Relations
Chris Barnes, (972) 673-5539
Investor Relations
Heather Catelotti, (972) 673-5869
DR PEPPER SNAPPLE GROUP COMPLETES
ACQUISITION OF BAI BRANDS LLC
PLANO, Texas (Jan. 31, 2017) - Dr Pepper Snapple Group, Inc. (NYSE: DPS) has closed its previously announced acquisition of Bai Brands LLC.
The acquisition for $1.7 billion in cash includes a tax benefit of approximately $400 million on a net present value basis.
"The Bai team has fostered a passionate, winning culture while hitting the bull's-eye in meeting consumers' needs for better-for-you beverages", said Larry Young, DPS president and CEO. "Now that they're part of the DPS family, we're going to let them continue to fly and build on the entrepreneurial spirit that's driven their success while providing them access to the full complement of Dr Pepper Snapple's resources and capabilities".
Bai, with headquarters remaining in Hamilton, N.J., now operates as part of DPS's Packaged Beverages segment and continues to be led by brand founder Ben Weiss.
About Dr Pepper Snapple Group
Dr Pepper Snapple Group (NYSE: DPS) is a leading producer of flavored beverages in North America and the Caribbean. Our success is fueled by more than 50 brands that are synonymous with refreshment, fun and flavor. We have seven of the top 10 non-cola soft drinks, and 12 of our 14 leading brands are No. 1 or No. 2 in their flavor categories. In addition to our flagship Dr Pepper and Snapple brands, our portfolio includes 7UP, A&W, Bai, Canada Dry, Clamato, Crush, Hawaiian Punch, Mott's, Mr & Mrs T mixers, Peñafiel, Rose's, Schweppes, Squirt and Sunkist soda. To learn more about our iconic brands and Plano, Texas-based company, please visit www.DrPepperSnapple.com. For our latest news and updates, follow us at www.Facebook.com/DrPepperSnapple or www.Twitter.com/DrPepperSnapple.
About Bai
Bai, a brand of Dr Pepper Snapple Group, brings great taste and better ingredients together, with a lineup that spans across several high-growth beverage categories including enhanced water, carbonated flavored water, coconut water and premium ready-to-drink teas. Its Bai and Bai Bubbles lines offer fresh fruit flavor and antioxidants with no artificial sweeteners and only 5 calories and 1 gram of sugar per serving. Bai also offers Antiwater, an antioxidant-infused, super-purified bottled water. For more information, visit www.drinkbai.com
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, statements about future events, future financial performance including earnings estimates, plans, strategies, expectations, prospects, competitive environment, regulation, and cost and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "may", "will", "expect", "anticipate", "believe", "estimate", "plan", "intend" or the negative of these terms or similar expressions. These forward-looking statements have been based on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and our financial performance may be better or worse than anticipated. Given these uncertainties, you should not put undue reliance on any forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015, and our other filings with the Securities and Exchange Commission. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this release, except to the extent required by applicable securities laws.
####

text: DR PEPPER SNAPPLE GROUP

text: BAI BRANDS LLC

text: Dr Pepper Snapple Group, Inc.

text: Bai Brands LLC

text: Dr Pepper Snapple Group

text: Dr Pepper Snapple Group

text: Dr Pepper Snapple Group


text:
EX-99.1
2
a15-20574_3ex99d1.htm
EX-99.1
Exhibit 99.1
News Release
General Inquiries: (713) 783-8000
www.sanchezenergycorp.com
Sanchez Energy Closes
Western Catarina Midstream Divestiture
HOUSTON
-(Marketwired)-October 14, 2015-Sanchez Energy Corporation (NYSE:SN) ("Sanchez Energy" or the "Company") today announced that it has closed on the previously announced definitive agreement (see Press Release dated September 28, 2015) to sell certain midstream assets located on the Western part of its Catarina asset in the Eagle Ford Shale in South Texas. At closing, the Company received total consideration of approximately $345 million in cash, subject to certain post-closing adjustments.
About Sanchez Energy Corporation
Sanchez Energy Corporation is an independent exploration and production company focused on the acquisition and development of unconventional resources in the onshore U.S. Gulf Coast with a current focus on the Eagle Ford Shale in South Texas, where the Company has assembled approximately 223,000 net acres, and the Tuscaloosa Marine Shale. For more information about Sanchez Energy Corporation, please visit our website (www.sanchezenergycorp.com).
Company contacts:
G. Gleeson Van Riet
Chief Financial Officer
Sanchez Energy
Corporation
713-783-8000
Jaime Brito
Senior Vice President, Investor Relations
Sanchez Energy
Corporation
713-783-8000

text: Sanchez Energy Corporation

text: Catarina asset

text: Sanchez Energy Corporation

text: Sanchez Energy Corporation

text: Sanchez Energy Corporation

text:
Sanchez Energy
Corporation

text:
Sanchez Energy
Corporation


text:
EX-99.1
8
a5570514-ex991.txt
EXHIBIT 99.1
EXHIBIT 99.1
Amen Properties Completes Acquisition of Interests from
Santa Fe Energy Trust
MIDLAND, Texas--(BUSINESS WIRE)--Dec. 18, 2007--Amen Properties
(NASDAQ: AMEN) and its acquisition partners today announced the
completion of a $56.1 million acquisition of interests in oil and gas
properties from Santa Fe Energy Trust (NYSE: SFF) (the "Trust") and
Devon Energy Production Company, LP (NYSE: DVN) ("Devon"). Under the
terms of the agreements, the Company and its partners purchased
royalty and working interests located in 12 states.
Subsequent to the signing of the Purchase and Sale Agreements with
the Trust and Devon, each agreement was amended to add an independent
third party as the purchaser of $27 million of the acquired royalties.
After this third-party purchase, the net purchase price paid by the
Company and its partners was $29.1 million.
The Company's interests were conveyed into two new entities - the
royalty interests into SFF Royalty and the working interests into SFF
Production. In exchange for contributing $10 million in acquisition
and operating capital, the Company received one-third ownership in
these new entities. The remaining ownership of the new entities will
be divided amongst the investment group proportionately based on the
percentage of capital provided. The investment group and management
group of the new entities includes two of the Company's directors,
Eric Oliver and Jon Morgan. Additionally, the two new entities have
entered into a management agreement with Anthem Oil and Gas, Inc. to
manage the interests in exchange for compensation equal to 5% of the
gross proceeds. One of the Company's directors, Jon Morgan, is the
president of Anthem Oil and Gas.
The Company paid for $840,000 of its capital contribution to the
new entities in cash. An additional $2.2 million was secured via stub
financing provided by Softvest, LP until the Company is able to
liquidate a portion of its investment in the Trust, which is expected
to occur by the end of 2007. One of the Company's directors, Eric
Oliver, is the Managing Partner of Softvest, LP. The remaining $7
million was financed via a combination of equity and debt. The Company
has entered into a Securities Purchase and Note Agreement (the
"Securities Agreement") that provides for the issuance of $4.3 million
in Series D Preferred Stock and $2.7 million in short-term debt. The
Series D Preferred Stock is non-convertible, has limited voting rights
and is entitled to a dividend of eight and one half percent annually.
Additionally, the Series D Preferred Stockholders will be allowed to
designate up to two additional members of the Company's Board of
Directors. The holders of the short term debt received 450,000
warrants which allow them to purchase the Company's common stock at a
price of $6.02, which was the closing price on the day the Trust
Agreement and Devon Agreement were signed. The Securities Agreement
provides that the warrants will expire if not exercised by June 30,
2008 and the Company anticipates that the proceeds will be used to
retire the related debt. Two of the Company's directors, Eric Oliver
and Bruce Edgington, provided a portion of the Company's financing and
are parties to the Securities Agreement, for which they will receive a
portion of the preferred stock and warrants described above. Pursuant
to NASDAQ regulations, the issuance of common stock upon exercise of
the warrants issued under this Securities Agreement will require
shareholder approval. The Company intends to seek such shareholder
approval at either a special meeting for that purpose or at the next
annual shareholder meeting. The Company has received agreements to
vote in favor of the approval of these warrants from shareholders
representing over 50.1% of the outstanding shares.
"The original intent was for Amen to purchase 100% of these
interests, but IRS restrictions on the amount of equity that we could
issue without jeopardizing our $29 million net operating loss
carryforward made that impossible", said Kris Oliver, CFO of Amen
Properties. "We feel that this ownership structure is the best
possible scenario for Amen's shareholders and will generate
significant cash flow to help sustain our growth. We intend to acquire
additional ownership of SFF Royalty and SFF Production as the
opportunity presents itself and we have greater ability to raise
capital via the issuance of equity".
"The acquisition of these oil and gas interests is a logical next
step in Amen's strategy to become a fully-integrated energy company,"
said Jon Morgan, CEO of Amen Properties.
CONTACT: Amen Properties, Midland
Kris Oliver, 972-999-0494

text: Amen Properties

text: Santa Fe Energy Trust

text: Amen Properties

text: Santa Fe Energy Trust

text: Devon Energy Production Company, LP

text: Jon Morgan

text: Jon Morgan

text: Kris Oliver

text:
Amen
Properties

text: Jon Morgan

text: Amen Properties

text: Amen Properties

text: Kris Oliver


text:
EX-99
2
exppprmc.txt
PRESS RELEASE
For Immediate Release
Wednesday, December 1, 2004
For further information contact
John S. Cooper
President and Chief Executive Officer
Portec Rail Products, Inc.
(412) 782-6000, ext. 201
Press Release
Portec Rail Products, Inc. Completes the Acquisition of Kelsan Technologies
Corp. and Announces Fourth Quarter 2004 Dividend
PITTSBURGH, PA, Wednesday, December 1, 2004 - Portec Rail Products, Inc. (NASDAQ
National Market "PRPX") announced today that it has completed its merger with
Kelsan Technologies Corp. (Kelsan). Portec Rail's Board of Directors also
announced the declaration of the Company's fourth quarter 2004 quarterly
dividend of five cents per share. The cash dividend will be paid on December 31,
2004, to shareholders of record on December 10, 2004.
After taking into consideration the final working capital adjustment and the
exercise of previously authorized and vested Kelsan stock options, Portec Rail's
final purchase price for 100% of the outstanding shares of Kelsan approximated
$17.6 million (Canadian currency) or approximately $14.8 million U.S. The $17.6
million (Canadian currency) purchase price was financed entirely by a seven-year
term loan with a Canadian financial institution. This strategic acquisition
significantly expands Portec Rail's friction management capabilities and
strengthens its position as a leading global entity, providing essential
products and services to the railway industry.
For the fiscal year ended December 31, 2003, Portec Rail's net sales were $57.6
million and net income was $3.4 million. For the fiscal year ended September 30,
2004, Kelsan's unaudited net sales were approximately $7.9 million U.S. and net
income was approximately $853,000 U.S. The acquisition will also allow Portec
Rail to be able to utilize Kelsan's Canadian tax loss carryforwards and other
tax deductions that approximate $6.0 million (Canadian currency). The
transaction, on a full year basis, is expected to be accretive to Portec Rail's
earnings.
Kelsan Technologies Corp., located in North Vancouver, B.C. Canada, with an
office in the United Kingdom, is an innovative developer of proprietary friction
control solutions for the railway industry. Kelsan's unique solutions control
friction at the wheel/rail interface in order to reduce costs and improve
performance. Used by transit and freight rail companies around the world,
Kelsan's patented friction control solutions extend rail and wheel life, improve
fuel efficiency, reduce green house gas emissions, and also reduce noise and
lateral forces. Kelsan has a strong international presence in Europe and Asia
and particularly in the United Kingdom, Japan and South Korea; approximately 70%
of Kelsan's sales were outside North America in fiscal 2004.
John S. Cooper, President and Chief Executive Officer of Portec Rail Products,
Inc. said, "We have had a technical alliance with Kelsan and we have been
working as a distributor of Kelsan's friction modification products for many
years; we are well acquainted with the company's management team and Portec Rail
has been designing and providing equipment for the application of the Kelsan
products. The combination gives us the ability to optimize the use of our
engineering, research and development and global sales and marketing resources.
In addition, this acquisition follows our recent acquisition of Salient Systems,
Inc., a global leader in railway electronic wayside data collection and data
management systems used for predictive maintenance. Our goal is to be a
solutions provider and enable our railway customers to significantly reduce
their cost by extending the life of the track structure and rolling stock,
reducing fuel consumption and improving noise abatement".
Patrick E. Rooney, President and Chief Executive Officer of Kelsan Technologies
said "Kelsan is growing at an accelerating rate, having experienced year over
year sales growth of approximately 17% in 2002, 23% in 2003 and 50% in 2004.
Kelsan's commercially driven research and development team has generated an
ongoing stream of intellectual property and has built a solid patent wall around
the company's technology, which is continuously strengthened and expanded. One
of Kelsan's core strengths is the ability to establish and develop strong
alliances. This is reflected in key long-term technical and commercial alliances
with Portec Rail as well as industry leaders in Asia and Europe. Kelsan has a
well established network of agents and distributors throughout the world to
supplement Kelsan's sales team." Kelsan's web site address is www.kelsan.com.
Portec Rail Products, Inc., headquartered in Pittsburgh, Pennsylvania,
manufactures, supplies and distributes a broad range of railroad products,
including rail joints, rail anchors and spikes, railway friction management
products, railway wayside data collection and data management systems and load
securement systems. The Company's largest business unit, the Railway Maintenance
Products Division, operates a manufacturing and assembly plant in Huntington,
West Virginia, an engineering and assembly facility in Dublin, Ohio (Salient
Systems), and is also headquartered in Pittsburgh. The Company has a Canadian
subsidiary headquartered near Montreal with a manufacturing operation in St.
Jean, Quebec. The Company sells load securement systems to the railroad freight
car market through its Shipping Systems Division located near Chicago, Illinois.
The Company also manufactures railway products and material handling equipment
at its wholly-owned subsidiary in the United Kingdom with operations in Wrexham,
Wales and Leicester, England. Portec Rail Products, Inc.'s web site address is
www.portecrail.com.
The foregoing information contains forward-looking statements. The Company
cautions that such statements are subject to a number of uncertainties. The
Company identifies below important factors that could affect the Company's
financial performance and could cause the Company's actual results for future
periods to differ materially from any opinions or statements expressed with
respect to future periods in any current statements. In particular, the
Company's future results could be affected by a variety of factors, such as
customer demand for our products; competitive dynamics in the North American and
worldwide railroad and railway supply industries; capital expenditures by the
railway industry in North America and worldwide; the development and retention
of sales representation and distribution agreements with third parties;
fluctuations in the cost and availability of raw materials and supplies;
currency rate fluctuations; and exposure to pension liabilities. Additional
cautions regarding forward-looking statements are provided in the Company's Form
10-K for the year ended December 31, 2003 and Form 10-Q for the period ended
September 30, 2004 under the heading "Cautionary Statement Relevant to
Forward-looking Statements." The Company does not undertake, and specifically
disclaims, any obligation to update or revise any forward-looking statement,
whether written or oral, that may be made from time to time by or on behalf of
the Company.

text: John S. Cooper

text: Portec Rail Products, Inc.

text: Portec Rail Products, Inc.

text:
Kelsan Technologies
Corp.

text: Portec Rail Products, Inc.

text: Kelsan Technologies Corp.

text: Kelsan Technologies Corp.

text: John S. Cooper

text:
Portec Rail Products,
Inc.

text: Salient Systems

text: Patrick E. Rooney

text: Portec Rail Products, Inc.

text:
Salient
Systems

text: Portec Rail Products, Inc.


text:
EX-99.1
2
a06-6084_1ex99d1.htm
EXHIBIT 99.1
Exhibit 99.1
Media
Contact:
Margaret Kirch Cohen
312-696-6383
margaret.cohen@morningstar.com
Investors: Please submit
questions to investors@morningstar.com or by fax to 312-696-6009.
FOR
IMMEDIATE RELEASE
Morningstar, Inc.
Completes Acquisition of Ibbotson Associates
CHICAGO, March 1,
2006 - Morningstar, Inc. (NASDAQ: MORN), a leading provider of independent
investment research, today announced it has completed its previously announced
acquisition of Ibbotson Associates, a leading provider of asset allocation
research and services, for approximately $83 million in cash, subject to
adjustments for working capital and other items. In addition, Morningstar
anticipates realizing approximately $10 million in cash tax benefits in 2006
related to payment for the cancellation of Ibbotson's stock options.
Morningstar does not expect charges related to the acquisition to have a
significant impact on net income or earnings per share.
Ibbotson Associates was
founded by Professor Roger Ibbotson in 1977. The company's business lines
include investment advice; investment consulting and research; planning and
analysis software; educational and marketing services; and a widely used line
of NASD-reviewed presentation materials.
Joe Mansueto, chairman
and chief executive officer of Morningstar, said, "Many leading firms turn to
Ibbotson because it is a leading authority on asset allocation. Similarly, our
clients rely on Morningstar because of our expertise in security selection and
investment research. By combining Ibbotson's top-down allocation expertise with
our bottom-up, fundamental research, we will be able to deliver an even
stronger array of services to investors".
Ibbotson is based in
Chicago and employs approximately 150 people. Morningstar plans to retain the
majority of Ibbotson's employees.
1
Roger Ibbotson will serve
in an advisory role at Morningstar, reporting to Mansueto. Mike Henkel,
president of Ibbotson Associates, will continue to lead Ibbotson's retirement
advice and investment consulting businesses, reporting to Tao Huang, chief
operating officer of Morningstar. As a wholly owned subsidiary of Morningstar, Inc.,
Ibbotson Associates will become a new unit of Morningstar's Institutional
business segment.
Morningstar Associates,
LLC, also offers retirement advice and investment consulting services. Because
Ibbotson Associates and Morningstar Associates use different methodologies and
platforms, Morningstar will operate the two businesses separately to ensure
continuity for current clients. Clients may choose to keep their current
service or select from a broader range of offerings under the combined
organization.
Ibbotson's EnCorr
software product will be integrated into Morningstar's Data Services business,
which is part of its Institutional segment. Ibbotson's Portfolio
Strategist®, iPlan™, Components, Presentation Materials, and Training
businesses will be integrated into Morningstar's Advisor business. Ibbotson's
publications business, including the
Stocks,
Bonds, Bills and Inflation® Yearbooks
, will be integrated into
Morningstar's Individual segment.
Ibbotson had $37.2
million in revenue for its fiscal year ended June 30, 2005. Morningstar
will file a Report on Form 8-K with the Securities and Exchange Commission
by May 17 that includes pro forma historical financial statements for the
combined company, as well as stand-alone historical financial statements for
Ibbotson.
About
Morningstar, Inc.
Morningstar, Inc. is
a leading provider of independent investment research in the United States and
in major international markets. The company offers an extensive line of
Internet, software, and print-based products and services for individuals,
financial advisors, and institutions. Morningstar provides data on
approximately 145,000 investment offerings, including stocks, mutual funds, and
similar vehicles. The company has operations in 16 countries.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
This press release
contains forward-looking statements. These statements relate to future events
or to future financial performance and involve known and unknown risks,
uncertainties, and other factors that may cause our actual results, levels
of activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by these forward-looking statements. In some cases, you can identify
forward-looking statements by the use of words such as "may", "could", "expect,"
"intend", "plan", "seek", "anticipate", "believe", "estimate", "predict", "potential,"
or "continue" or the negative of these terms or other comparable terminology.
You should not place undue reliance on forward-looking statements because they
involve known and unknown risks, uncertainties and other factors that are, in
some cases, beyond our control and that could materially affect actual results,
levels of activity, performance, or achievements.
Other factors that could
materially affect actual results, levels of activity, performance, or achievements
can be found in Morningstar's filings with the SEC, including Morningstar's
Prospectus filed on May 4, 2005. If any of these risks or uncertainties
materialize, or if our underlying assumptions prove to be incorrect, actual
results may vary significantly from what we projected. Any forward-looking
statement you read in this press release reflects our current views with
respect to future events and is subject to these and other risks,
uncertainties, and assumptions relating to our operations, results of
operations, growth strategy, and liquidity. We assume no obligation to publicly
update or revise these forward-looking statements for any reason, whether as a
result of new information, future events, or otherwise.
©2006 Morningstar, Inc.
All rights reserved.
2

text: Morningstar, Inc.

text: Ibbotson Associates

text: Morningstar, Inc.

text: Ibbotson Associates

text: Ibbotson Associates

text: Joe Mansueto

text: Mike Henkel

text: Ibbotson Associates

text: Tao Huang

text: Morningstar, Inc.

text: Ibbotson Associates

text: Ibbotson Associates

text: Morningstar, Inc.

text: Morningstar, Inc.

text: Morningstar, Inc.


text:
EX-99.1
2
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
Material Sciences Corporation Announces Completion of Sale of Coil Coating Facility and Related Equipment
ELK GROVE VILLAGE, Ill., Dec. 2
/PRNewswire-FirstCall/ - Material Sciences Corporation (NYSE: MSC), a leading provider of material-based solutions for acoustical and coated applications, announced today that it closed the previously announced sale of its coil coating
manufacturing facility in Morrisville, Pennsylvania, and select equipment.
"The sale of the Morrisville factory is an important step in restructuring
Material Sciences to increase focus on higher value segments of the coated metal and acoustical markets", said Clifford D. Nastas, chief executive officer for Material Sciences. "Coil coating will remain a very important part of our
business mix and some proceeds from this transaction will be used to further our investment in facilities and technology to bring innovative high-value solutions and best-in-class coated products to our customers".
MSC sold the coil coating factory building and real estate in Morrisville, Pennsylvania, to K. MATKEM of Morrisville, LP, a Pennsylvania limited partnership for a
purchase price of approximately $4.6 million. The price includes a $1 million deposit previously paid to Material Sciences that was recorded in accrued expenses in the company's balance sheet for the period ending August 31, 2008.
Brightsmith, LLC, a Delaware limited liability company purchased related factory equipment for $4.5 million. Brightsmith may also buy selected inventory and supplies estimated to be worth approximately $1.0 million.
About Material Sciences
Material Sciences Corporation is a leading provider
of material-based solutions for acoustical and coated applications. MSC uses its expertise in materials, which it leverages through relationships and a network of partners, to solve customer-specific problems. The Company's stock is traded on
the New York Stock Exchange under the symbol MSC.
SOURCE
Material Sciences Corporation
CONTACT:
COMPANY
CONTACT, James M. Froisland, Senior Vice President, Chief Financial Officer, Chief Information Officer and Corporate Secretary of Material Sciences Corporation, +1-847-718-8020; or MEDIA CONTACT, Katie Wood Znameroski of Edelman, +1-312-240-2827,
for Material Sciences Corporation
6

text: Material Sciences Corporation

text: Material Sciences Corporation

text: MSC

text: Clifford D. Nastas

text: MSC

text: K. MATKEM of Morrisville, LP

text: Brightsmith, LLC

text: Material Sciences Corporation

text: MSC

text: MSC

text: Material Sciences Corporation

text: Material Sciences Corporation

text: Material Sciences Corporation


text:
EX-99.1
6
a13-25016_3ex99d1.htm
EX-99.1
Exhibit 99.1
21
ST
CENTURY ONCOLOGY HOLDINGS, INC.
Contact:
Investors:
Bryan J. Carey
Nick Laudico
President and CFO
The Ruth Group
239-931-7285
646-536-7030
BCarey@rtsx.com
nlaudico@theruthgroup.com
21
st
Century Oncology Announces Investment in South Florida Radiation Oncology
Adds 15 Radiation Treatment Centers in Contiguous Markets with
88 Highly Respected Physicians
FORT MYERS, FL, February 11, 2014
- 21st Century Oncology Holdings, Inc. ("21C Holdings" or the "Company"), the largest global, physician led provider of integrated cancer care ("ICC") services, announced today that it and its wholly owned subsidiary, 21st Century Oncology, Inc. ("21C"), have closed on an equity investment in South Florida Radiation Oncology ("SFRO"). The 21C investment includes a 65% equity interest of SFRO Holdings, LLC made on February 10, 2014 for approximately $60 million. In addition, subject to certain terms and conditions, the owners of the remaining 35% of SFRO will have the right to exchange their ownership interest for ownership of 21C Holdings.
The equity investment was primarily funded with the proceeds of a new $60 million term loan facility (the "Term Loan"). The Term Loan will be borrowed by a new direct subsidiary of 21C Holdings. 21C expects SFRO to generate an annual run rate of approximately $25 million in adjusted EBITDA by the end of 2014, including up to approximately $5 million of synergies (with an incremental approximately $2 million of synergies expected to be realized post-2014) as a result of optimization of the combined companies' footprint, technology enhancements and administrative savings. SFRO has approximately $43 million of net debt outstanding.
Strategic Rationale for the Transaction
·
Scale
- Increases the number of 21C treatment centers by approximately 10%
·
Cost Efficiencies
- Provides opportunity to leverage 21C infrastructure, footprint and technology to achieve significant operating synergies
·
Revenue Growth Opportunity
- Broadens and deepens ability to offer advanced, integrated ICC services to patients across 21C's and SFRO's treatment centers
Dr. Daniel Dosoretz, Founder and Chief Executive Officer, commented, "Our investment in SFRO is a testament to our proven strategy of expanding 21C's best-in-class cancer care in key markets across the U.S. This transaction represents an attractive and unique opportunity to partner with some of the most respected physicians in the industry. We believe that 21C's partnership with SFRO in integrated cancer care will lead to outstanding, coordinated care to patients from diagnosis to treatment. SFRO increases our scale and physician resources, further
expanding our presence as the largest global physician-led provider of integrated cancer care services. In particular, we are excited to have the opportunity to bolster 21C's ICC capabilities in South Florida by partnering with SFRO's outstanding network of radiation oncologists, oncologists, urologists, surgeons and pathologists".
Bryan J. Carey, President and Chief Financial Officer, noted, "SFRO will provide synergy opportunities through supplementing SFRO's strong performance with our operational infrastructure and technology leadership. This transaction and the recent OnCure acquisition enhance our growth and we look forward to working with the SFRO team to integrate the business in 2014".
Millstein & Co. and Kirkland & Ellis LLP advised 21C in connection with the transaction.
As part of the transaction, 21C Holdings formed a new direct subsidiary ("21C East Florida, LLC") which is approximately 51% owned by 21C Holdings and 49% owned, directly or indirectly, by 21C. 21C East Florida, LLC is the borrower under the Term Loan and acquired 65% of SFRO's equity, which is collateral for the Term Loan. The Term Loan is also guaranteed on a senior unsecured basis by 21C, 21C Holdings and the other guarantors under 21C's existing credit facilities and notes.
About 21
st
Century Oncology Holdings, Inc.
21st Century Oncology Holdings, Inc. is the largest global, physician led provider of integrated cancer care services. The Company offers a comprehensive range of cancer treatment services, focused on delivering academic quality, cost-effective patient care in personal and convenient settings. Including the SFRO transaction, the Company operates 179 treatment centers, including 145 centers located in 16 U.S. states. The Company also operated 34 centers located in six countries in Latin America. The Company holds market leading positions in most of its domestic local markets and abroad.
About South Florida Radiation Oncology
SFRO is one of Florida's leading radiation oncology providers, with 15 radiation treatment centers throughout south Florida. SFRO is committed to personalized, compassionate cancer care through early detection, diagnosis and advanced cancer treatment options.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "forecast" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Forward-looking statements are based on management's current expectations or beliefs about the Company's future plans, expectations and objectives, including, but not limited to, certain expected financial results and estimates. These forward-looking statements are not historical facts and are subject
to risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements including, but not limited to reductions in Medicare reimbursement, healthcare reform, decreases in payments by managed care organizations and other commercial payers and other risk factors that may be described from time to time in the Company's filings with the Securities and Exchange Commission. Readers of this release are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date stated, or if no date is stated, as of the date of this press release. The Company undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed events or circumstances after the date of this release, unless required by law.
###

text:
21
ST
CENTURY ONCOLOGY HOLDINGS, INC.

text: Bryan J. Carey

text: Nick Laudico

text:
21
st
Century Oncology

text: 21st Century Oncology Holdings, Inc.

text: 21st Century Oncology, Inc.

text: SFRO Holdings, LLC

text: Daniel Dosoretz

text: Bryan J. Carey

text: Millstein & Co.

text: Kirkland & Ellis LLP

text:
21
st
Century Oncology Holdings, Inc.

text: 21st Century Oncology Holdings, Inc.


text:
EX-99.2
4
ex992.htm
EXHIBIT 99.2
Ex. 99.2
Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidated Pro Forma Financial Statements - Unaudited
This unaudited pro forma financial information should be read in conjunction with the consolidated financial statements of Mueller Water Products, Inc. (the "Company") included in its annual report on Form 10-K for the year ended September 30, 2011 and its unaudited condensed consolidated financial statements included in its quarterly report on Form 10-Q for the quarter ended December 31, 2011.
On April 2, 2012, the Company completed the sale of its United States Pipe and Foundry Company, LLC and Fast Fabricators, LLC (together, "U.S. Pipe") business units to an affiliate of Wynnchurch Capital, Ltd. for a purchase price of $89.8 million in cash, plus $4.2 million for estimated net working capital and estimated net indebtedness adjustments subject to post-closing adjustments. Wynnchurch also agreed to reimburse the Company for certain liabilities, currently estimated at $10.2 million.
The following condensed consolidated pro forma financial statements have been prepared to give effect to the sale of U.S. Pipe as if the sale had occurred at earlier dates such that the assets, liabilities, sales and expenses of U.S. Pipe are not reflected in these financial statements. The resulting financial information of the continuing operations of the Company are not necessarily indicative of future results. Also, the amount of net proceeds that will ultimately be realized by the Company will likely change as will the loss that will ultimately be recognized by the Company from the sale of U.S. Pipe.
Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidated Pro Forma Balance Sheet - Unaudited
December 31, 2011
Pro forma adjustments
Previously
U.S. Pipe
Proceeds
reported
items
and other
Pro forma
(in millions)
Assets:
Cash and cash equivalents
$
39.6
$
0.2
$
87.5
(a)
$
127.3
Receivables, net
197.8
(75.7
)
-
122.1
Inventories
250.6
(60.5
)
-
190.1
Deferred income taxes
29.3
-
-
29.3
Other current assets
56.7
(7.3
)
2.8
(b)
52.2
Total current assets
574.0
(143.3
)
90.3
521.0
Property, plant and equipment, net
239.4
(98.3
)
-
141.1
Identifiable intangible assets
603.3
(8.2
)
-
595.1
Other noncurrent assets
30.3
(1.0
)
7.4
(b)
36.7
Total assets
$
1,447.0
$
(250.8
)
$
97.7
$
1,293.9
Liabilities and stockholders' equity:
Current portion of long-term debt
$
0.9
$
-
$
-
$
0.9
Accounts payable
97.2
(32.0
)
-
65.2
Other current liabilities
74.8
(5.8
)
-
69.0
Total current liabilities
172.9
(37.8
)
-
135.1
Long-term debt
677.6
-
-
677.6
Deferred income taxes
153.2
-
-
153.2
Other noncurrent liabilities
75.8
-
-
75.8
Total liabilities
1,079.5
(37.8
)
-
1,041.7
Commitments and contingencies
Common stock
1.6
-
-
1.6
Additional paid-in capital
1,591.8
-
-
1,591.8
Accumulated deficit
(1,173.5
)
(213.0
)
(c)
97.7
(c)
(1,288.8
)
Accumulated other comprehensive loss
(52.4
)
-
-
(52.4
)
Total stockholders' equity
367.5
(213.0
)
97.7
252.2
Total liabilities and stockholders' equity
$
1,447.0
$
(250.8
)
$
97.7
$
1,293.9
(a) Net proceeds, including estimated purchase price adjustments, selling and other expenses.
(b) Cost reimbursements due from Purchaser.
(c) Collectively, the estimated loss related to the sale of U.S. Pipe.
Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidated Pro Forma Statement of Operations from Continuing Operations - Unaudited
Three Months Ended December 31, 2011
Pro forma adjustments
Previously
U.S. Pipe
reported
items
Other
Pro forma
(in millions, except per share amounts)
Net sales
$
311.5
$
(96.1
)
-
$
215.4
Cost of sales
259.7
(97.1
)
-
162.6
Gross profit
51.8
1.0
-
52.8
Operating expenses:
Selling, general and administrative
53.4
(6.9
)
(0.2
)
(b)
46.3
Restructuring
1.3
(0.9
)
-
0.4
Total operating expenses
54.7
(7.8
)
(0.2
)
46.7
Operating income (loss) from continuing operations
(2.9
)
8.8
0.2
6.1
Interest expense, net
15.7
(0.1
)
-
15.6
Income (loss) from continuing operations
before income taxes
(18.6
)
8.9
0.2
(9.5
)
Income tax expense (benefit)
(6.7
)
3.0
(a)
-
(a)
(3.7
)
Income (loss) from continuing operations
$
(11.9
)
$
5.9
$
0.2
$
(5.8
)
Weighted average shares outstanding
156.0
156.0
Loss from continuing operations per share
$
(0.08
)
$
(0.04
)
(a) Income taxes have been provided at the U.S. federal statutory rate of 35%.
(b) Corporate professional fees related to the sale of U.S. Pipe and items related to retained liabilities.
Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidated Pro Forma Statement of Operations from Continuing Operations - Unaudited
Year Ended September 30, 2011
Pro forma adjustments
Previously
U.S. Pipe
reported
items
Other
Pro forma
(in millions, except per share amounts)
Net sales
$
1,339.2
$
(374.6
)
-
$
964.6
Cost of sales
1,105.1
(388.7
)
-
716.4
Gross profit
234.1
14.1
-
248.2
Operating expenses:
Selling, general and administrative
219.9
(28.0
)
(1.0
)
(b)
190.9
Restructuring
7.5
(3.9
)
-
3.6
Total operating expenses
227.4
(31.9
)
(1.0
)
194.5
Operating income from continuing operations
6.7
46.0
1.0
53.7
Interest expense, net
65.6
0.1
-
65.7
Income (loss) from continuing operations
before income taxes
(58.9
)
45.9
1.0
(12.0
)
Income tax expense (benefit)
(20.8
)
16.1
(a)
0.3
(a)
(4.4
)
Income (loss) from continuing operations
$
(38.1
)
$
29.8
$
0.7
$
(7.6
)
Weighted average shares outstanding
155.3
155.3
Loss from continuing operations per share
$
(0.25
)
$
(0.05
)
(a) Income taxes have been provided at the U.S. federal statutory rate of 35%.
(b) Corporate professional fees related to the sale of U.S. Pipe and items related to retained liabilities.
Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidated Pro Forma Statement of Operations from Continuing Operations - Unaudited
Three Months Ended December 31, 2010
Pro forma adjustments
Previously
U.S. Pipe
reported
items
Other
Pro forma
(in millions, except per share amounts)
Net sales
$
287.6
$
(74.4
)
-
$
213.2
Cost of sales
238.0
(76.8
)
-
161.2
Gross profit
49.6
2.4
-
52.0
Operating expenses:
Selling, general and administrative
52.0
(7.0
)
(0.6
)
(b)
44.4
Restructuring
1.9
(0.9
)
-
1.0
Total operating expenses
53.9
(7.9
)
(0.6
)
45.4
Operating income (loss) from
continuing operations
(4.3
)
10.3
0.6
6.6
Interest expense, net
15.9
-
-
15.9
Income (loss) from continuing operations
before income taxes
(20.2
)
10.3
0.6
(9.3
)
Income tax expense (benefit)
(8.1
)
3.6
(a)
0.2
(a)
(4.3
)
Income (loss) from continuing operations
$
(12.1
)
$
6.7
$
0.4
$
(5.0
)
Weighted average shares outstanding
154.9
154.9
Loss from continuing operations per share
$
(0.08
)
$
(0.03
)
(a) Income taxes have been provided at the U.S. federal statutory rate of 35%.
(b) Corporate professional fees related to the sale of U.S. Pipe and items related to retained liabilities.

text: Mueller Water Products, Inc.

text: Mueller Water Products, Inc.

text: Fast Fabricators, LLC

text: Wynnchurch Capital, Ltd.

override: fund

text: Mueller Water Products, Inc.

text: Mueller Water Products, Inc.

text: Mueller Water Products, Inc.

text: Mueller Water Products, Inc.


text:
EX-99.1
4
exhibit991.htm
PRESS RELEASE
Converted by EDGARwiz
IGAMBIT Announces Acquisition of
ArcMail
A Leading Provider of
Email Management Solutions.
Press Release
: iGambit Inc.
-
Tuesday November 10, 2015 10 AM EST
SMITHTOWN, NY., November 10, 2015 Marketwire/ -- iGambit Inc. (OTCQB: IGMB), a
diversified
holding company,
announced
that
on
November
4,
2015
it
acquired
Wala,
Inc
doing
business as ArcMail Technology
(Arcmail) via a stock purchase agreement. ArcMail will operate
as a wholly-owned subsidiary
of iGambit.
A copy of the Form 8-K report may
be accessed at
www.sec.gov
.
Rory
Welch,
CEO
of
ArcMail,
states,
"
ArcMail
is
very
excited
about
becoming
an
iGambit
company.
Their
exceptional
leadership,
core
values
of
integrity and
service
to
others
and
strong
record of
collaboration
are
a perfect
fit
for
our corporate mission and vision.
This partnership will
allow us to continue to grow and advance our technology
services.
"
John
Salerno,
Chairman
and
CEO
of
iGambit,
said,
"
We
have
known
and
worked
with
ArcMail
for
several
years
to
consummate
this
acquisition.
We
believe
that
both
companies
will
benefit
from
ownership in the iGambit holding company model. A model that offers significant growth
potential.
I
am
pleased
to
report
that
we
have
found
a
terrific
opportunity
for
iGambit,
ArcMail
and
our
stakeholders
in
this
combination.
We
look
forward
to
having
a
close
and
rewarding
relationship with Rory Welch and the ArcMail team as they seek to continue on their mission.
"
About iGambit Inc:
iGambit (OTCBB: IGMB) is a fully
reporting publicly-held company. We
are
a diversified
holding
company
pursuing
and
evaluating a
number
of
strategic
objectives.
These
objectives
include,
among
others,
the
potential
acquisition of
early-stage
technology
companies
with
strong
growth
potential
easily
recognized
in
the
public
arena.
We
believe
that
the
background
of our management
and
of our Board of
Directors in
the technology
markets
is a valuable resource
that makes us a desirable business partner to the companies that we are seeking to acquire. When
we
acquire
a
company,
we
work
to
assume
an
active
role
in
the
development
and
growth
of
the
company,
providing
both
strategic
guidance
and
operational
support.
Once
a
company
joins
our
partner
company network,
our
collective
expertise
is
leveraged
to
help
position
that
company to
produce
high-margin,
recurring
and
predictable
earnings
and
generate
long-term
value
for
our
stockholders. For
more
information,
please
visit
www.igambit.com
.
Information
on
our
website
does not comprise a part of this press release.
About ArcMail:
(
www.arcmail.com
), ArcMail is a leading provider of simple, secure and cost-
effective
email and enterprise archiving and management solutions. Honored with the Network
Products
Guide
Product
Innovation
Award,
ArcMail
was
founded
to
help
companies
and
public
sector organizations implement effective email archiving programs, boost email server
performance and
satisfy
regulatory
requirements.
With
the rapid
growth
of email usage, the
Shreveport, LA-based company
addresses a need for simple, secure email archiving that is
affordable for small businesses
yet robust enough to handle the demands of
enterprise companies
and
government entities
.
ArcMail's
solution,
the
Defender,
was
developed
to
provide
cost-effective
email archiving hardware
that improves the user experience, reduces the load on IT resources and
safely
secures
the
business
information
contained
in
emails,
all
in
an
easy-to-use
appliance.
We
believe the Defender is the best email archiving solution for organizations with anywhere from 5
to
5,000+
mailboxes
across
a
broad
section
of
industries.
Companies
and
organizations
such
as:
Behr Paints, State of New York
Metropolitan Transportation Authority,
St.
Louis Public Schools
and
the
Canadian
Parliament
have
all
turned
to
ArcMail
for
efficient
email
storage.
ArcMail
has
also
been
listed
by leading
business
analyst
companies
who
report
on
email
archiving
appliance
vendors.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this document and elsewhere by iGambit are "forward-looking statements"
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
Such
information
includes,
without
limitation,
the
business
outlook,
assessment
of
market
conditions,
anticipated
financial
and
operating
results,
strategies,
future
plans,
contingencies
and
contemplated
transactions of the company. Such forward-looking statements are not guarantees of future
performance
and
are subject to
known and
unknown
risks,
uncertainties and
other
factors
which
may
cause
or
contribute
to
actual
results
of
company
operations,
or
the
performance
or
achievements
of
the
company
or
industry
results,
to
differ
materially
from
those
expressed,
or
implied
by
the
forward-looking
statements.
In
addition
to any
such risks,
uncertainties
and
other
factors
discussed
elsewhere
herein,
risks,
uncertainties
and
other
factors
that
could
cause
or
contribute to
actual results
differing materially from
those
expressed
or
implied
for the forward-
looking
statements
include,
but
are
not
limited
to
fluctuations
in
demand;
changes
to
economic
growth
in
the
U.S.
and
U.S.
government
policies
and
regulations,
including,
but
not
limited
to
those
affecting
the
medical
fertility
clinic
industry.
iGambit
undertakes
no
obligation
to
publicly
update
any
forward-looking
statements,
whether
as
a
result
of
new
information,
future
events
or
otherwise.
Actual
results,
performance or
achievements
could
differ
materially
from
those
anticipated
in
such
forward-looking
statements
as
a
result
of
certain
factors,
including
those
set
forth in iGambit Inc.'s filings with the Securities and Exchange Commission.
Investor Relations Contact:
iGambit Inc.
John Salerno, CEO
631-670-6777
john@igambit.com

text: IGAMBIT

text: ArcMail

text: iGambit Inc.

text: iGambit Inc.

text: ArcMail

text: Arcmail

text: ArcMail

text: iGambit

text:
Rory
Welch

text: ArcMail

text: ArcMail

text: iGambit

text:
John
Salerno

text: iGambit

text: ArcMail

text: iGambit

text: iGambit

text: ArcMail

text: Rory Welch

text: ArcMail

text: iGambit

text: ArcMail

text: ArcMail

text: ArcMail

text: ArcMail

text: ArcMail

text: ArcMail

text: iGambit

text: iGambit

text: iGambit Inc.

text: iGambit Inc.

text: John Salerno


text:
EX-99.1
2
a06-3790_2ex99d1.htm
EXHIBIT 99
Exhibit 99.1
News
Release
Contacts:
Leslie S. Magee
Chief Financial Officer
225-298-5261
lmagee@he-equipment.com
Kevin S. Inda
Corporate Communications, Inc.
407-566-1180
kevin.Inda@cci-ir.com
H&E Equipment Services, Inc. Announces Acquisition of
Eagle High Reach Equipment
BATON
ROUGE, Louisiana. - (March 1, 2006)
- H&E Equipment Services, Inc. (NASDAQ: HEES) announced today that
it has completed the previously announced acquisition of all of the capital
stock of Eagle High Reach Equipment, Inc. and all of the equity interests of
its subsidiary, Eagle High Reach Equipment, LLC (together, "Eagle"), for a
purchase price of approximately $59.9 million, subject to post-closing
adjustment, plus assumed indebtedness of approximately $2.0 million. H&E
funded the Eagle purchase price out of the proceeds from its recently completed
initial public offering.
Eagle
is a privately-held construction and industrial equipment rental company
serving the southern California construction and industrial markets out of five
locations. Approximately 75% of Eagle's revenue is derived from the rental of
aerial work platforms.
"We
are extremely pleased to announce that we have closed the Eagle acquisition,"
said John M. Engquist, President and Chief Executive Officer of H&E. "We
feel this is a positive development for our company as it is our initial entry
into the high-growth Southern California market and will provide us with
opportunities for further growth".
About
H&E Equipment Services, Inc
.
H&E
Equipment Services, Inc. is one of the largest integrated equipment services
companies in the United States with 47 full-service facilities throughout the
Intermountain, Southwest, Gulf Coast and Southeast regions of the United
States. The Company is focused on heavy construction and industrial equipment
and rents, sells and provides parts and service support for four core
categories of specialized equipment: (1) hi-lift or aerial platform equipment;
(2) cranes; (3) earthmoving equipment; and (4) industrial lift trucks. By providing
equipment rental, sales, and on-site parts, repair and
- MORE -
maintenance
functions under one roof, the Company is a one-stop provider for its customers'
varied equipment needs. This full service approach provides the Company with
multiple points of customer contact, enabling it to maintain a high quality
rental fleet, as well as an effective distribution channel for fleet disposal
and provides cross-selling opportunities among its new and used equipment
sales, rental, parts sales and service operations. The Company trades on the
Nasdaq Stock Exchange National Market under the symbol "HEES." For further
information regarding H&E Equipment Services, Inc., please visit our
website at www.he-equipment.com.
Forward-Looking
Statements
Certain
statements in this press release are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Act of 1933. Statements about our beliefs and expectations and
statements containing the words "may", "could", "would", "should", "believe", "expect,"
"anticipate", "plan", "estimate", "target", "project", "intend" and similar
expressions constitute forward-looking statements. Forward-looking statements
involve known and unknown risks and uncertainties, which could cause actual
results that differ materially from those contained in any forward-looking
statement. Such factors include, but are not limited to, the following: (1)
general economic conditions and construction activity in the markets where we operate
in North America; (2) relationships with new equipment suppliers; (3) increased
maintenance and repair costs; (4) our substantial leverage; (5) the risks
associated with the expansion of our business; (6) our possible inability to
integrate any businesses we acquire; (7) competitive pressures; (8) compliance
with laws and regulations, including those relating to environmental matters;
and (9) other factors discussed in our public filings, including the risk
factors included in the Company's Registration Statement on S-1 (File No.
333-128996). Investors, potential investors and other readers are urged to
consider these factors carefully in evaluating the forward-looking statements
and are cautioned not place undue reliance on such forward-looking statements. Except
as required by applicable law, including the securities laws of the United
States and the rules and regulations of the SEC, we are under no obligation to
publicly update or revise any forward-looking statements after the date of this
release.
- END -
2

text: Leslie S. Magee

text: H&E Equipment Services, Inc.

text: Eagle High Reach Equipment

text: H&E Equipment Services, Inc.

text: Eagle High Reach Equipment

text: Eagle High Reach Equipment

text: John M. Engquist

text:
H&E
Equipment Services, Inc.

text: H&E Equipment Services, Inc.


text:
EX-99.1
3
exhibit99_1.htm
EXHIBIT 99.1
exhibit99_1.htm
Exhibit 99.1
NEWS RELEASE
Contact:
Christopher L. Boone
Chief Financial Officer
(936) 631-2749
FOR IMMEDIATE RELEASE
DRG&E
Jack Lascar / 713-529-6600
Anne Pearson / 210-408-6321
LUFKIN INDUSTRIES COMPLETES ACQUISITION
OF QUINN'S OILFIELD SUPPLY AND AFFILIATES
LUFKIN, Texas, December 1, 2011
- Lufkin Industries, Inc. (Nasdaq: LUFK) announced today the completion of its previously announced acquisition of substantially all of the assets of Quinn's Oilfield Supply Ltd., including certain affiliates ("Quinn's"), for $311 million in cash after closing adjustments. Quinn's, based in Red Deer, Alberta, Canada, is one of the largest reciprocating rod pump manufacturers in North America and also manufactures and distributes progressive cavity pumps and related equipment.
To finance the transaction, Lufkin also announced that it has completed a $350 million term loan and expanded its revolving credit facility to $175 million, which was undrawn at the time of the Quinn's closing.
Lufkin Industries, Inc. sells and services oilfield pumping units, foundry castings and power transmission products throughout the world. The Company has vertically integrated all vital technologies required to design, manufacture and market its products.
Forward Looking Statements
This release contains forward-looking statements and information that are based on management's beliefs as well as assumptions made by and information currently available to management. When used in this release, the words "anticipate", "estimate" and "expect" are intended to identify forward-looking statements. Such statements reflect the Company's current views with respect to its ability to resume normal operations in a timely fashion and are subject to certain assumptions, risks and uncertainties, many of which are outside the control of the Company. Actual results may vary materially.
# # #
LUFK-IR

text: Christopher L. Boone

text: LUFKIN INDUSTRIES

text: Lufkin Industries, Inc.

text: Lufkin Industries, Inc.