Archive for December, 2012
GlobalWise (GWIV) Channel Partner Sycle.net Continues to Deliver New Clients
COLUMBUS, OH — (Marketwire) — 12/12/12 — GlobalWise Investments, Inc. (OTCBB: GWIV) (OTCQB: GWIV) (www.GlobalWiseInvestments.com) and its wholly owned subsidiary Intellinetics, Inc., a leading-edge technology company focused on the design, implementation and management of cloud-based Enterprise Content Management (“ECM”) systems in both the public and private sectors, today provide an update on the successful Sycle.net (http://web.sycle.net/) clinic expansion growth and ongoing annuity stream billing of the eDocs cloud based software into 215 audiology clinics nationwide. Sycle.net launched the eDocs program on August 1, 2012.
Since 2002, Sycle.net (http://web.sycle.net/) has become an industry leader in hearing care practice management. Sycle.net’s unique web-based solution allows personnel to access patient data anywhere, anytime, from any device. GlobalWise and Sycle.net teamed together earlier this year to co-develop the eDocs (http://web.sycle.net/products/edocs/) cloud-based ECM solution specifically for the SMB hearing care industry.
“eDocs represents the ease and simplicity of integrating the cloud-based Intellivue™ software into existing ERP software solutions,” stated William “BJ” Santiago, CEO of GlobalWise. “We have grown our installed base and annuity stream billing with Sycle.net to 215 new clinic installations in the last couple of months. The GlobalWise cloud-based ECM software is designed through open APIs to be compatible in almost any configuration or installation. The integration with Sycle.net’s software instantly enabled Sycle.net to expand their clinic base into new SMB audiology clinic markets and continues to service their Enterprise tier audiology markets as well. The new SMB market was previously not available due to the high cost of service and focus on larger clients.”
“The release of eDocs has been Sycle.net’s most successful product release since we launched our core practice management system over ten years ago,” stated Tom Harris, Executive Director of Sales / Product Manager. “We have never seen our users adopt an ancillary product so quickly. Since August 1, 2012, we have rolled eDocs out into 215 clinics across the US. We expect to have eDocs up and running in over 1,500 clinics globally by December of next year. Working with the team over at Intellinetics has been a pleasure. They have become a part of Sycle.net’s extended family and have undoubtedly contributed to the success of eDocs.”
About GlobalWise Investments, Inc.
GlobalWise Investments, Inc., via its wholly owned subsidiary Intellinetics, Inc., is a Columbus, Ohio based Enterprise Content Management (ECM) pioneer with industry-leading software that delivers cloud ECM based solutions on-demand. The Company’s flagship platform, Intellivue™, represents a new industry benchmark and game-changing solution by enabling clients to access and manage the content of every scanned document, file, spreadsheet, email, photo, audio file or video tape — virtually anything that can be digitized — in their enterprise from any PC, laptop, tablet or smartphone from anywhere in the world.
For additional information, please visit the Company’s corporate website: www.GlobalWiseInvestments.com
This press release may contain “forward-looking statements.” Expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements may include, without limitation, statements about our market opportunity, strategies, competition, expected activities and expenditures as we pursue our business plan. Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot predict the effect that market conditions, customer acceptance of products, regulatory issues, competitive factors, or other business circumstances and factors described in our filings with the Securities and Exchange Commission may have on our results. The company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this press release.
GlobalWise Investments, Inc.
Columbus, Ohio
www.GlobalWiseInvestments.com
614-388-8909
Contact@GlobalWiseInvestments.com
Mission Investor Relations
Atlanta, Georgia
http://www.MissionIR.com
404-941-8975
Investors@MissionIR.com
Community Bankers (BTC) Essex Bank Terminate Regulatory Agreement
GLEN ALLEN, Va., Dec. 11, 2012 /PRNewswire/ — Community Bankers Trust Corporation, the holding company for Essex Bank (NYSE MKT: BTC), announced today that the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission have terminated their written agreement with the Company and the Bank. The parties had entered into the written agreement on April 21, 2011.
Rex L. Smith, III, President and Chief Executive Officer of the Company and the Bank, stated, “I am very pleased and excited by our complete release from this enforcement action. Our talented and dedicated employees have worked diligently in conjunction with our primary regulators to remove old obstacles and to clean up the balance sheet in order to ensure a solid foundation for a successful banking franchise in the Mid-Atlantic markets.”
Mr. Smith added, “When I became interim Chief Executive Officer two years ago, we reported a net loss of $24.5 million through the third quarter of 2010, and we had over $43 million of non-performing loans. We had a material weakness in our financial reporting, and we had ineffective planning with no resolution in sight. As a result, our stock traded at that time at levels as low as 70 cents per share. Since that time, despite a difficult economy, we have been able to dramatically affect the position of the Company and make it an attractive investment. The release from the written agreement is the final chapter to one of the greatest turn-around stories in community banking today. I am happy for all of us here to have been able to be a part of it and, as always, we remain committed to returning long-term value for our stockholders.”
The Federal Reserve publicly announced the termination of the written agreement, which was effective December 5, 2012, in a press release dated December 11, 2012.
About Community Bankers Trust Corporation
The Company is the holding company for Essex Bank, a Virginia state bank with 24 full-service offices, 13 of which are in Virginia, seven of which are in Maryland and four of which are in Georgia. The Company also operates one loan production office. Additional information is available on the Company’s website at www.cbtrustcorp.com.
Forward-Looking Statements
This release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These forward-looking statements include, without limitation, statements with respect to the Company’s operations and goals. Actual results may differ materially from those included in the forward-looking statements due to a number of factors, including, without limitation, the effects of and changes in the following: the quality or composition of the Company’s loan or investment portfolios, including collateral values and the repayment abilities of borrowers and issuers; assumptions that underlie the Company’s allowance for loan losses; general economic and market conditions, either nationally or in the Company’s market areas; the ability of the Company to comply with regulatory actions, and the costs associated with doing so; the interest rate environment; competitive pressures among banks and financial institutions or from companies outside the banking industry; real estate values; the demand for deposit, loan, and investment products and other financial services; the demand, development and acceptance of new products and services; the Company’s compliance with, and the timing of future reimbursements from the FDIC to the Company under, shared loss agreements with the FDIC; assumptions and estimates that underlie the accounting for loan pools under the shared loss agreements; consumer profiles and spending and savings habits; the securities and credit markets; costs associated with the integration of banking and other internal operations; management’s evaluation of goodwill and other assets on a periodic basis, and any resulting impairment charges, under applicable accounting standards; the soundness of other financial institutions with which the Company does business; inflation; technology; and legislative and regulatory requirements. Many of these factors and additional risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and other reports filed from time to time by the Company with the Securities and Exchange Commission. This press release speaks only as of its date, and the Company disclaims any duty to update the information in it.
WebMD (WBMD) Streamlines Business and Expects to Reduce Expenses by $45M
NEW YORK, Dec. 11, 2012 /PRNewswire/ — WebMD Health Corp. (NASDAQ:WBMD), the leading source of health information, announced today a comprehensive program to streamline its operations, reduce costs and better focus its resources on increasing user engagement, improving customer satisfaction and driving innovation. WebMD expects these actions to result in a reduction in annualized operating expenditures of approximately $45 million, including the impact of a workforce reduction of approximately 250 positions, or roughly 14% of the Company’s employees. While most of the workforce reductions will be effective at the end of this year, other cost savings actions will be implemented over the course of the first quarter of 2013. WebMD will continue to provide patients, consumers and physicians with an unmatched breadth of trusted content and valuable tools across its market leading multi-screen platform.
Cavan Redmond, Chief Executive Officer of WebMD, said, “WebMD’s value proposition for users continues to be very strong. Becoming leaner and more nimble will enable the Company to extend our leadership in this highly dynamic and increasingly demanding marketplace. In addition, anticipated changes in U.S. healthcare will provide meaningful new opportunities to link the needs of patients, consumers and healthcare professionals to enable them to navigate their care. We are moving swiftly to implement these operational changes and new market initiatives.”
As part of this program, WebMD is streamlining its sales and delivery processes to enable better collaboration with our sponsor and agency clients. Across the entire company, there will be a sharper focus on prioritizing resources and investment to key areas of future growth.
The Company anticipates it will record a pre-tax restructuring charge of approximately $6 million to $8 million in the fourth quarter of 2012 primarily for severance and other costs related to this cost reduction initiative. This charge was not contemplated in the Company’s previously issued 2012 financial guidance.
About WebMD
WebMD Health Corp. (NASDAQ: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers, and health plans through our public and private online portals, mobile platforms and health-focused publications.
The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, eMedicineHealth, RxList, theheart.org, Medscape Education and other owned WebMD sites.
All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: the expected effects of the planned streamlining of our operations, including the amounts and timing of expected reductions in expenditures and the expected benefits to our operating efficiency; and market opportunities and our ability to capitalize on them. These statements speak only as of the date of this press release, are based on our current plans and expectations, and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; our relationships with customers and other factors affecting their use of our products and services, including regulatory matters affecting their products; our ability to successfully implement, in the anticipated timeframes, the planned streamlining of our operations and related expense reductions; our ability to attract and retain qualified personnel; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.
Cardiome (CRME) Reaches Agreement With Merck to Retire Debt and Close Line of Credit
VANCOUVER, British Columbia, Dec. 11, 2012 (GLOBE NEWSWIRE) — Cardiome Pharma Corp. (Nasdaq:CRME) (TSX:COM) today announced that the company has reached an agreement with Merck to settle its debt obligations stemming from the companies’ collaboration and license agreement for vernakalant, signed in April 2009.
Under the terms of the settlement agreement, Cardiome will pay Merck $20 million on or before March 31, 2013, to settle its outstanding debt of $50 million owed to Merck. The payment will be made from Cardiome’s existing cash balance, which totalled $53.6 million at the end of September 2012. Pursuant to the vernakalant collaboration and license agreement Merck had granted Cardiome an interest-bearing credit facility of up to $100 million, secured by a first priority security interest in the company’s vernakalant patents throughout the world and all associated proceeds. The settlement between Cardiome and Merck will terminate the credit facility and, upon payment of the $20 million settlement amount, will release and discharge the collateral security taken in respect of the advances under the line of credit.
“Complete resolution of our $50 million debt obligation to Merck removes a significant financial and operational overhang for Cardiome,” stated William Hunter, M.D., Cardiome’s interim CEO. “I am pleased with the progress we are making on the transfer of vernakalant back to Cardiome and we appreciate the efforts of Merck to make the transition of BRINAVESSTM as smooth as possible for our doctors and patients in Europe and other markets. Merck’s commitment to our product and our patients, and to putting Cardiome on a stable financial footing, will allow us to manage our business unencumbered and realize the commercial and medical value of vernakalant.”
In September 2012, Merck informed Cardiome that Merck (through two of its subsidiaries) would return the global marketing and development rights for both the intravenous (IV) and oral formulations of vernakalant to Cardiome. Vernakalant IV is marketed under the brand name BRINAVESSTM. BRINAVESSTM has received approval in the European Union and certain other markets worldwide for the rapid conversion of recent onset atrial fibrillation (AF) to sinus rhythm in adults: for non-surgery patients with AF of seven days or less and for post-cardiac surgery patients with AF of three days or less. Vernakalant IV is not approved for use in the United States or Canada.
About Cardiome Pharma Corp.
Cardiome Pharma Corp. is a biopharmaceutical company dedicated to the discovery, development and commercialization of new therapies that will improve the health of patients around the world. Cardiome has one marketed product, BRINAVESSTM (vernakalant IV), approved in Europe and other territories for the rapid conversion of recent onset atrial fibrillation to sinus rhythm in adults.
Cardiome is traded on the NASDAQ Capital Market (CRME) and the Toronto Stock Exchange (COM). For more information, please visit our web site at www.cardiome.com.
Forward-Looking Statement Disclaimer
Certain statements in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including without limitation statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Such forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed or implied by such forward-looking statements or information. Risks, uncertainties and factors that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks, uncertainties and factors related to the fact that: we, together with our collaborative partners, may not be able to successfully develop all or any of our current or future products and may not be able to obtain regulatory approval in targeted indications for our current or future products in all markets; we may not achieve or maintain profitability; our future operating results are uncertain and likely to fluctuate; we may not be able to raise additional capital as and when required; we depend on our collaborative partners to perform their obligations under licensing or other collaborative agreements; we may not be successful in establishing additional corporate collaborations or licensing arrangements; we may not be able to establish marketing and sales capabilities and the costs of launching our products may be greater than anticipated; any of our products that obtain regulatory approval will be subject to extensive post-market regulation that may affect sales, marketing and profitability; any of our products that are successfully developed may not achieve market acceptance; we rely on third parties for the continued supply and manufacture of our products and have no experience in commercial manufacturing; we may face unknown risks related to intellectual property matters, including with respect to our ability to protect our intellectual property; we face increased competition from pharmaceutical and biotechnology companies; and other factors as described in detail in our filings with the Securities and Exchange Commission available at www.sec.gov and the Canadian securities regulatory authorities at www.sedar.com. Given these risks, uncertainties and factors, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on our current expectations and we undertake no obligation to revise or update such forward-looking statements and information to reflect subsequent events or circumstances, except as required by law.
CONTACT: For Further Information: Cardiome Investor Relations (604) 676-6993 or Toll Free: 1-800-330-9928 Email: ir@cardiome.com
Pernix Therapeutics (PTX) Announces Agreement to Acquire Somaxon
Somaxon Shareholders to Receive $25 Million in Pernix Common Stock Pernix Management to Host a Conference Call Today at 9:00 a.m. EST
Pernix Therapeutics Holdings, Inc. (“Pernix”) (NYSE MKT: PTX) and Somaxon Pharmaceuticals, Inc. (“Somaxon”) (NASDAQ: SOMX) today announced that they have entered into a definitive merger agreement for Pernix to acquire Somaxon in a stock-for-stock transaction with a total equity value of $25 million.
Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Somaxon stockholders will receive aggregate consideration equal to $25 million in Pernix common stock. The number of shares of Pernix common stock to be issued to the stockholders of Somaxon will be based on the volume-weighted average price of Pernix’s common stock over the 30 day period ending on the day immediately prior to the closing of the proposed merger, subject to limitations on the maximum and minimum number of shares of Pernix common stock issuable in the transaction based on a price range of $6.00 to $9.00 per share.
Cooper Collins, President and CEO of Pernix, said, “The acquisition of Somaxon is another important step in the growth strategy of Pernix, which is expected to continue to expand our product portfolio, in addition to our recently announced agreements to acquire Cypress Pharmaceuticals and Hawthorn Pharmaceuticals. Somaxon’s product Silenor, which is a non-seasonal product, broadens our branded product line and may also have potential as an OTC product in the future.”
Silenor® (doxepin) is approved for the treatment of insomnia characterized by difficulty with sleep maintenance and is not a controlled substance. In clinical trials, Silenor demonstrated maintenance of sleep, including into the seventh and eighth hours of the night, with no meaningful evidence of next day residual effects and an overall adverse events profile that was comparable to placebo.
On a trailing 12-month basis as of September 30, 2012, Somaxon had net sales related to Silenor of approximately $11.7 million. Pernix expects net sales from Silenor on an annualized basis to be in the range of approximately $10 million to $15 million and earnings before interest, taxes, depreciation and amortization (EBITDA) resulting from such Silenor net sales in the range of approximately $5 million to $10 million.
Richard W. Pascoe, Somaxon’s President and Chief Executive Officer, said, “We believe this acquisition will provide the opportunity to more fully capitalize on the Silenor brand. Moreover, with Pernix’s recently announced acquisition of Cypress and Hawthorn, we believe that the combined entity, with its broad platform of branded, generic and OTC products, represents long-term value for the benefit of all of our stockholders. We look forward to working with the Pernix management team as we integrate Somaxon with Pernix.”
The acquisition is subject to the approval of Somaxon’s shareholders and the satisfaction of other terms and conditions. Stifel Nicolaus Weisel is acting as financial advisor to Somaxon in the transaction.
Conference Call
The management of Pernix will host a conference call today at 9:00 a.m. EST to discuss the proposed acquisition of Somaxon Pharmaceuticals. The conference call will feature remarks from Cooper Collins, President and Chief Executive Officer, and David Becker, Chief Financial Officer. To participate in the live conference call, please dial (877) 312-8783 (U.S.) or (408) 940-3874 (International), and provide passcode 80437861. A live webcast of the call will also be available on the investor relations section of the Company’s website, www.pernixtx.com. Please allow extra time prior to the webcast to register and download and install any necessary audio software.
A replay of the call will be available through December 18, 2012. To access the replay, please dial (855) 859-2056 (U.S.) or (404) 537-3406 (International), and provide passcode 80437861. An online archive of the webcast will be available on the Company’s website for 30 days following the call.
About Pernix Therapeutics Holdings, Inc.
Pernix Therapeutics is a specialty pharmaceutical company primarily focused on the sales, marketing, manufacturing and development of branded, generic and OTC pharmaceutical products. The Company manages a portfolio of branded and generic products. The Company’s branded products for the pediatrics market include CEDAX®, an antibiotic for middle ear infections, NATROBA™, a topical treatment for head lice marketed under an exclusive co-promotion agreement with ParaPRO, LLC, and a family of treatments for cough and cold (BROVEX®, ALDEX® and PEDIATEX®). The Company’s branded products for gastroenterology include OMECLAMOX-PAK®, a 10-day treatment for H. pylori infection and duodenal ulcer disease, and REZYST™, a probiotic blend to promote dietary management. In addition, a product candidate utilizing cough-related intellectual property is in development for the U.S. OTC market. The Company promotes its branded pediatric and gastroenterology products through its sales force. Pernix markets its generic products through its wholly-owned subsidiary, Macoven Pharmaceuticals. The Company’s wholly-owned subsidiary, Great Southern Laboratories, manufactures and packages products for the pharmaceutical industry in a wide range of dosage-forms. Founded in 1996, the Company is based in The Woodlands, TX.
Additional information about Pernix is available on the Company’s website located at www.pernixtx.com.
About Somaxon Pharmaceuticals, Inc.
Headquartered in San Diego, CA, Somaxon Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on the in-licensing, development and commercialization of proprietary branded products and product candidates to treat important medical conditions where there is an unmet medical need and/or high-level of patient dissatisfaction, currently in the central nervous system therapeutic area. Somaxon’s product Silenor, available by prescription in the United States, is indicated for the treatment of insomnia characterized by difficulty with sleep maintenance.
Important Safety Information About Silenor
Because sleep disturbances may be caused by underlying physical and/or psychiatric disorders, symptomatic treatment of insomnia should be initiated only after a careful evaluation of the patient. The failure of insomnia to remit after 7-10 days of treatment may indicate the presence of a primary psychiatric and/or medical illness that should be evaluated.
Patients should only take Silenor when they are prepared to get a full night’s sleep. Silenor should be taken within 30 minutes of bedtime, and patients should confine their activities after ingestion to those necessary to prepare for bed. Patients should not consume alcohol or take other drugs that cause drowsiness with Silenor. Co-administration of monoamine oxidase inhibitors (MAOIs) with Silenor has not been studied and is not recommended. Patients should not take Silenor if they have untreated narrow angle glaucoma, severe urinary retention, severe sleep apnea or hypersensitivity to any of the ingredients in Silenor. Patients should avoid engaging in hazardous activities such as operating a motor vehicle or heavy machinery at night after taking Silenor, and patients should be cautioned about potential impairment in the performance of such activities that may occur during the day following ingestion. Before taking Silenor, patients should tell their doctors if they have a history of depression, mental illness or suicidal thoughts.
Hypnotics have been associated with complex behaviors such as sleep driving, preparing and eating food, making phone calls, or having sex. Drowsiness, upper respiratory tract infections and nausea were the most common adverse events observed in Silenor clinical trials.
Cautionary Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the completion of the proposed merger, future financial and operating results, benefits and synergies of the proposed merger, potential cost savings, future opportunities for the combined company and any other statements about Pernix’s or Somaxon’s management’s future expectations, beliefs, goals, plans or prospects. Statements including words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “view,” “hope,” “could,” “will,” “should,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions should also be considered forward-looking statements. Because these statements reflect current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties and assumptions as to future events that may not prove to be accurate. No assurances can be given that the parties to the proposed merger will be able to complete the transaction when anticipated or at all, nor does Pernix or Somaxon provide any assurances regarding its future performance, ability to realize future benefits, cost savings and synergies of the proposed merger or future opportunities for the combined company. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: failure of Somaxon stockholders to approve the proposed transaction; the challenges and costs of closing, integrating, restructuring and achieving anticipated cost savings and synergies; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of Somaxon and Pernix generally. In addition to these factors, investors should note the other factors described under the caption “Risk Factors” in Pernix’s and Somaxon’s respective Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein or therein. These forward-looking statements speak only as of the date hereof. Pernix and Somaxon disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.
Important Information For Investors and Securities Holders
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed transaction between Pernix and Somaxon, Pernix plans to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a prospectus of Pernix that will also constitute a proxy statement of Somaxon. Pernix and Somaxon also plan to file with the SEC other relevant documents in connection with the proposed agreement. INVESTORS AND SECURITIES HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PERNIX, SOMAXON, THE PROPOSED MERGER AGREEMENT AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by Pernix and Somaxon (when available) through the website maintained by the SEC at www.sec.gov. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by Pernix on Pernix’s website at www.pernixtx.com or by contacting Pernix Investor Relations at (800) 793-2145 ext. 3002. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by Somaxon on Somaxon’s website at www.somaxon.com or by contacting Somaxon Investor Relations at (858) 876-6500.
Participants in the Acquisition of Somaxon
Pernix and Somaxon and their respective directors, executive officers, members of management and employees may be deemed, under the rules of the SEC, to be “participants in the solicitation” of proxies from the stockholders of Somaxon in connection with the proposed merger and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Information regarding Pernix’s directors and executive officers and their beneficial ownership of Pernix common stock as of April 23, 2012 is available in its proxy statement filed with the SEC by Pernix on April 27, 2012, and information regarding Somaxon’s directors and executive officers and their beneficial ownership of Pernix common stock as of April 9, 2012 is available in its proxy statement filed with the SEC by Somaxon on April 23, 2012. You can obtain free copies of these documents using the contact information above.
BG Medicine (BGMD) Obtains CE Mark for CardioSCORE(TM) Test in Europe
Innovative Blood Test for the Prediction of Major Cardiovascular Events Expected to Launch in the First Half of 2013
WALTHAM, Mass., Dec. 11, 2012 (GLOBE NEWSWIRE) — BG Medicine, Inc. (Nasdaq:BGMD), a diagnostics company focused on the development and commercialization of novel cardiovascular tests, today announced that it has obtained a CE Mark enabling the commercial sale of the CardioSCORE™ test in the EU and other countries that recognize the CE Mark. The CardioSCORE test is the company’s patented diagnostic blood test designed to dramatically improve risk prediction of major cardiovascular events beyond traditional risk factor assessments, such as the Framingham Risk Score and European SCORE.
The CardioSCORE test is performed on a standard blood sample and utilizes algorithmic analysis to combine the results of seven reimbursed protein assays. The test involves an independent scoring system that yields a quantitative result ranging from 0.0 to 10.0, with higher values indicating elevated risk for a major cardiovascular event in the subsequent 3 years and with each 1.0 point increment representing a 30% increase in relative risk. In the 6,600 patient BioImage Study cohort, the primary clinical validation study for the CardioSCORE test, among those who experienced a near-term major cardiovascular event during follow-up, only 26% were identified as being at high risk at baseline by traditional risk factors, whereas 54% percent were identified as being at high risk upon addition of their CardioSCORE result (p<0.0001).
“We are thrilled to bring the benefits of the CardioSCORE test to patients and physicians in Europe. We believe this test will be a pivotal and disruptive game-changer in the primary prevention of major cardiovascular events and treatment of disease, representing a major advancement over the diagnostic tools clinicians have used for the past 15 years,” said Eric Bouvier, President and Chief Executive Officer of BG Medicine. “The majority of cardiovascular events occur among patients who are asymptomatic, and current risk factor assessment methods simply miss too many patients with hidden subclinical risk, delaying appropriate therapy and effective monitoring of response to such therapy. The CardioSCORE test will identify individuals at elevated risk for heart attack and stroke, enabling preventive intervention. We are working aggressively to launch the test in the first half of 2013 in Europe in collaboration with specialty laboratory partners.”
“The CardioSCORE test may have the potential to help improve the care of many people by providing a simple, accurate and clinically meaningful score to assess an individual’s risk for near-term major cardiovascular events,” said Valentin Fuster, MD, PhD, Professor of Cardiology and Director of Mount Sinai Heart.
Last month, investigators at the American Heart Association (AHA) Scientific Sessions 2012 presented the results of several analyses of the CardioSCORE test performance in the BioImage Study. The presentations by investigators from the Mt. Sinai School of Medicine and the Baptist Hospital of Miami highlighted the predictive value of the test in assessing risk for near-term major cardiovascular events across a broad and diverse community-dwelling population. A summary of these findings is available here: http://investor.bg-medicine.com/releases.cfm.
“Obtaining the CE Mark for the CardioSCORE test is not only a significant milestone in the prevention and treatment of cardiovascular disease but also a critical advancement in our company’s continued transformation into a full-scale commercial organization,” continued Mr. Bouvier. “BG Medicine now has two products covering the continuum of heart disease diagnostics, positioning us strongly to drive the clinical usage of our important diagnostic tests for millions of patients who will benefit from them throughout the world.”
The CardioSCORE test is not yet available commercially in the United States. BG Medicine is continuing its active discussions with the US Food and Drug Administration regarding 510(k) clearance for the test in the United States.
About BG Medicine, Inc.
BG Medicine, Inc. (Nasdaq:BGMD) is a diagnostics company focused on the development and commercialization of novel cardiovascular tests to address significant unmet medical needs, improve patient outcomes and reduce healthcare costs. The Company has two products: the BGM Galectin-3® test for use in patients with chronic heart failure is available in the United States and Europe; and the CardioSCORE™ test for the risk prediction of major cardiovascular events will be launched in Europe in the first half of 2013. For additional information about BG Medicine, heart failure and galectin-3 testing, please visit www.bg-medicine.com and www.galectin-3.com.
The BG Medicine Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=10352
Special Note Regarding Forward-looking Statements
Certain statements made in this news release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable terms. Forward-looking statements in this news release address our belief in the significant potential of the CardioSCORE test to provide valuable information about an individual’s risk of experiencing near-term major cardiovascular events; our belief in the importance of receiving CE Mark in the EU in order to foster widespread adoption of the CardioSCORE test and as a means of broadening our commercialization efforts for our diagnostics tests generally; our belief that there is a critical need for a simple and easy-to-use blood test to more accurately determine patients’ risks for near-term major cardiovascular events. Forward-looking statements are based on management’s current expectations and involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our recent filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
CONTACT: Chuck Abdalian EVP & Chief Financial Officer (781) 434-0210
Netlist (NLST) SMART Modular Patent Claims Rejected by USPTO
IRVINE, CA — (Marketwire) — 12/10/12 — Netlist, Inc. (NASDAQ: NLST), a leading provider of high performance memory solutions for the cloud computing market, announced today that the United States Patent and Trademark Office (USPTO) has ordered reexamination and rejected all of the claims of United States Patent No. 8,250,295 (‘295 patent) which have been asserted in a patent infringement lawsuit filed by Smart Modular Technologies, Inc. (“SMART”) against Netlist. Netlist requested reexamination of the claims on September 15, 2012 by presenting the USPTO with six different combinations of prior art that had not been considered in the original examination of the ‘295 patent. After reviewing Netlist’s reexamination request, the USPTO concluded that there is a reasonable likelihood that these claims will be found invalid based on each of the six combinations and thus ordered reexamination. The USPTO then followed the order granting reexamination with an Office Action where it formally rejected the claims based on the same six prior art combinations.
“We are very pleased with the timely decision by the USPTO to reject all requested claims of the ‘295 patent in light of six different combinations of prior art,” said Netlist President and CEO C.K. Hong. “The USPTO’s recent decision to reject SMART’s claims underscores the materiality of the prior art that had not yet been considered. In addition, the new patent law sets a higher threshold for ordering reexamination than in the past by requiring a reasonable likelihood of prevailing. For that reason, we feel strongly that the USPTO will ultimately cancel the claims of the ‘295 patent, thereby eliminating the sole basis for SMART’s patent infringement lawsuit.”
About Netlist:
Netlist, Inc. designs and manufactures high-performance, logic-based memory subsystems for server and storage applications for cloud computing. Netlist’s flagship products include HyperCloud, a patented memory technology that breaks traditional memory barriers, NVvault family of products that enables data retention during power interruption, EXPRESSvault, a PCI Express backup/recovery solution for cache data protection and a broad portfolio of industrial Flash and specialty memory subsystems including VLP (very low profile) DIMMs and Planar-X RDIMMs.
Netlist develops technology solutions for customer applications in which high-speed, high-capacity, small form factor and heat dissipation are key requirements for system memory. These customers include OEMs that design and build tower, rack-mounted, and blade servers, high-performance computing clusters, engineering workstations and telecommunications equipment. Founded in 2000, Netlist is headquartered in Irvine, CA with manufacturing facilities in Suzhou, People’s Republic of China and an engineering design center in Silicon Valley, CA. Learn more at www.netlist.com.
Safe Harbor Statement:
This news release contains forward-looking statements regarding future events and the future performance of Netlist. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expected or projected. These risks and uncertainties include, but are not limited to, risks associated with the launch and commercial success of our products, programs and technologies; the success of product partnerships; continuing development, qualification and volume production of EXPRESSvault, NVvault, HyperCloud and VLP Planar-X RDIMM; the rapidly-changing nature of technology; risks associated with intellectual property, including the costs and unpredictability of litigation over infringement of our intellectual property and the possibility of the Company’s patents being re-examined by the United States Patent and Trademark office; volatility in the pricing of DRAM ICs and NAND; changes in and uncertainty of customer acceptance of, and demand for, our existing products and products under development, including uncertainty of and/or delays in product orders and product qualifications; delays in the Company’s and its customers’ product releases and development; introductions of new products by competitors; changes in end-user demand for technology solutions; the Company’s ability to attract and retain skilled personnel; the Company’s reliance on suppliers of critical components and vendors in the supply chain; fluctuations in the market price of critical components; evolving industry standards; and the political and regulatory environment in the People’s Republic of China. Other risks and uncertainties are described in the Company’s annual report on Form 10-K filed on February 28, 2012, and subsequent filings with the U.S. Securities and Exchange Commission made by the Company from time to time. Except as required by law, Netlist undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
Brainerd Communicators, Inc.
Corey Kinger/Mike Smargiassi (investors)
Sharon Oh (media)
NLST@braincomm.com
Geron (GERN) Presents Positive Results from Phase 2 Study of Imetelstat
Geron Presents Positive Results from Phase 2 Study of Imetelstat in Essential Thrombocythemia at the American Society of Hematology Annual Meeting
MENLO PARK, Calif., December 10, 2012 – Geron Corporation (Nasdaq: GERN) today announced positive clinical results from the Phase 2 trial of imetelstat, the company’s first-in-class telomerase inhibitor, in patients with essential thrombocythemia (ET). ET is a chronic blood disorder that is representative of a group of diseases known as myeloproliferative neoplasms (MPNs). The data, which showed rapid and durable hematologic and molecular responses in patients treated with imetelstat, were presented Sunday evening in an oral session at the 54th Annual Meeting of the American Society of Hematology (ASH) in Atlanta, GA, by Prof. Dr. med. Gabriela M. Baerlocher of the University Hospital and University of Bern, Switzerland, and a principal investigator of the trial. To view the presentation slides, please visit www.geron.com/PDFs/Geron-Imetelstat-ETPh2-ASH-2012.pdf.
“The observed hematologic response rate of 100%, accompanied by a molecular response rate of 86% among the patients who had a JAK2 V617F mutation, is very impressive considering that these were patients who did not respond to or tolerate other therapies,” said Prof. Baerlocher. “The 60 to 90% reduction in JAK2 V617F allelic burden in patients who had the molecular responses, and the rapidity with which these responses were observed, exceeded our expectations. It is also encouraging that all of the patients who were eligible to remain on imetelstat beyond a year have elected to do so.”
Study Rationale and Design
Geron’s multi-center, single arm, open-label Phase 2 study of imetelstat in patients with ET has been designed to provide proof-of-concept for the potential use of the drug as a treatment for hematologic myeloid malignancies, including myelofibrosis, myelodysplastic syndromes and acute myelogenous leukemias. The study has leveraged non-clinical observations that imetelstat distributes well to bone marrow and selectively inhibits the proliferation of malignant progenitors from patients with ET.
Hematologic responses were measured by reductions in platelet counts. Molecular responses were measured by reductions in mutant JAK2 allelic burden in circulating granulocytes. A decrease in the relative proportion of mutant JAK2 to wild type JAK2 is consistent with selective inhibition of the neoplastic progenitor cells responsible for the disease. The European LeukemiaNet criteria were used to grade both hematological and molecular responses.
Efficacy Results
The results from the first 14 patients enrolled in the ET study were reported. All were refractory to or intolerant of conventional therapies (hydroxyurea, anagrelide and/or interferon-alpha). Platelet counts were reduced in all patients (a 100% hematologic response rate) and normalized in 13 out of 14 patients (a 92.9% complete response rate). The allelic burden of the JAK2 V617F gene mutation decreased over time in the seven patients who had such a mutation, with substantial reductions that qualified as partial molecular responses achieved in six out of seven (85.7%) patients within three to six months of treatment with imetelstat.
Imetelstat was initially administered weekly by intravenous infusion during an induction phase. After achieving a complete hematologic response, which occurred in a median time of approximately six weeks, a maintenance phase was begun in which dosing frequency was modified based on a patient’s individual response profile. In 11 out of 13 (84.6%) patients who attained a complete hematologic response, the frequency with which imetelstat was administered to maintain the response was reduced to every two weeks or less, generally decreasing over time. Six out of seven (85.7%) eligible patients have chosen to remain on treatment beyond one year.
Safety Results
In the study, imetelstat was generally well tolerated. The majority of the non-hematologic adverse events were mild-to-moderate in severity, the most frequent being gastrointestinal events. No drug-related Grade 4 non-hematological adverse events were reported. Neutropenia was the most frequently reported hematologic abnormality. Two patients had Grade 4 neutropenia, but no cases of febrile neutropenia were reported. No thromboembolic events or bleeding events associated with thrombocytopenia were reported.
Imetelstat Development in Hematologic Malignancies
“The molecular responses observed in this study suggest that imetelstat had a selective inhibition of the malignant progenitor cells, which are believed to be responsible for the underlying disease,” said Stephen Kelsey, M.D., Geron’s Executive Vice President, Head of R&D, and Chief Medical Officer. “As a consequence, we believe that imetelstat may have applicability for the treatment of other progenitor cell-driven hematologic malignancies, including myelofibrosis.”
Based on the results from the ET study, Dr. Ayalew Tefferi, M.D., at the Mayo Clinic has begun an investigator-sponsored pilot study to evaluate safety and efficacy of imetelstat in patients with myelofibrosis, a myeloproliferative neoplasm in the same spectrum of diseases as ET. For more information about this study, please refer to http://clinicaltrials.gov/ct2/show/NCT01731951. Geron is in the initial planning stages of a company-sponsored Phase 2 study in myelofibrosis, which will be informed, in part, by data from the Mayo Clinic study. In addition, Geron intends to expand its directed program of investigator-sponsored trials in 2013 to other hematologic myeloid indications, including acute myelogenous leukemias.
About Essential Thrombocythemia (ET)
ET is a chronic blood disorder characterized by increased numbers of platelets in the blood. These platelets may have abnormal function, which can lead to an increased risk of thrombotic or hemorrhagic complications. Currently used treatments, such as hydroxyurea and anagrelide, can be effective in reducing platelet counts in patients with ET, but do not alter the underlying biology of the disease, and clinical resistance or intolerance to these agents occurs in a proportion of patients. The utility of interferon-alpha, which can induce molecular responses in some patients, is limited by tolerability.
About Imetelstat
Imetelstat (GRN163L) is a potent and specific inhibitor of telomerase. This first-in-class compound is a specially designed and modified short oligonucleotide, which targets and binds directly and with high affinity to the active site of telomerase. Unique and proprietary oligonucleotide chemistry improves binding affinity and stability in plasma and tissues. A lipid modification enables cellular and tissue penetration and biodistribution. To date, clinical data from Phase 2 studies indicate that the compound has activity against hematologic malignancies and in solid tumors with short telomeres.
Update on Phase 2 Trial in Multiple Myeloma
A Phase 2 trial of imetelstat in patients with multiple myeloma was designed to measure the effect of imetelstat on the progenitor cells responsible for the disease. Preliminary data from this trial showed a rapid and significant decrease in myeloma progenitor cells that were detected in the blood over the course of imetelstat treatment in eight out of nine patients. In addition, several patients experienced delayed, but sustained, clinical responses as measured by standard criteria. The data have been published in an abstract in the journal, Blood (ASH Annual Meeting Abstracts) 2012 120: Abstract 4898, which is available online at http://abstracts.hematologylibrary.org/content/vol120/issue21. Geron expects that full clinical data from all patients enrolled in the multiple myeloma trial will be available in 2013.
About Geron
Geron is a biopharmaceutical company developing first-in-class therapies for cancer, including its telomerase inhibitor, imetelstat. For more information about Geron, visit www.geron.com.
Use of Forward-Looking Statements
Except for the historical information contained herein, this press release contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this press release regarding Geron’s plans or expectations for or of: dates to obtain or present data or other results from any clinical trials; and clinical development plans or success of imetelstat, including imetelstat possibly having applicability for the treatment of other progenitor cell-driven hematologic malignancies, including myelofibrosis, constitute forward-looking statements. These statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. These risks and uncertainties, include, without limitation: (a) regarding dates for the availability of data or other results – delays in enrollment, delays caused by institutional review boards or regulatory agencies, shortage of supply, dependence on clinical trial collaborators and safety issues; and (b) regarding the development of imetelstat – those risks and uncertainties inherent in the development of potential therapeutic products, including without limitation, results from the ET trial may not mean that imetelstat has applicability for the treatment of other progenitor cell-driven hematologic malignancies, including myelofibrosis; successful clinical trial results and the protection of Geron’s intellectual property rights. Additional information and factors that could cause actual results to differ materially from those in the forward-looking statements are contained in Geron’s periodic reports filed with the Securities and Exchange Commission under the heading “Risk Factors,” including Geron’s quarterly report on Form 10-Q for the quarter ended September 30, 2012. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made, and the facts and assumptions underlying the forward-looking statements may change. Except as required by law, Geron disclaims any obligation to update these forward-looking statements to reflect future information, events or circumstances.
CONTACT:
Anna Krassowska, Ph.D.
Investor and Media Relations
650-473-7765
investor@geron.com
media@geron.com
Ivanhoe (IVAN) to present at Canadian Association Petroleum Producers Symposium
CALGARY, Dec. 10, 2012 /PRNewswire/ – Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) will present the Company’s strategy and current activities at the 2012 Canadian Association of Petroleum Producers (CAPP) Investment Symposium. The Presentation will be made by Carlos A. Cabrera, Executive Chairman and will be webcast on Tuesday, December 11, 2012 in Toronto, Ontario at 3:30 pm EST.
To listen to the webcast please visit www.ivanhoeenergy.com
Ivanhoe Energy is an independent international heavy oil exploration and development company focused on pursuing long-term growth in its reserves and production using advanced technologies, including its proprietary heavy oil upgrading process (HTLTM). Core operations are in Canada, United States, Ecuador, China and Mongolia, with business development opportunities worldwide. Ivanhoe Energy trades on the Toronto Stock Exchange with the ticker symbol IE and on the NASDAQ Capital Market with the ticker symbol IVAN.
For more information about Ivanhoe Energy Inc. please visit www.ivanhoeenergy.com.
FORWARD-LOOKING STATEMENTS: This document includes forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to the potential for commercialization and future application of the heavy oil upgrading technology and other technologies, statements relating to the continued advancement of Ivanhoe Energy’s projects, statements relating to the timing and amount of proceeds of agreed upon and contemplated disposition transactions, statements relating to anticipated capital expenditures, statements relating to the timing and success of regulatory review applications, and other statements which are not historical facts. When used in this document, the words such as “could,” “plan,” “estimate,” “expect,” “intend,” “may,” “potential,” “should,” and similar expressions relating to matters that are not historical facts are forward-looking statements. Although Ivanhoe Energy believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include the potential that the Company’s projects will experience technological and mechanical problems, new product development will not proceed as planned, the HTLTM technology to upgrade bitumen and heavy oil may not be commercially viable, geological conditions in reservoirs may not result in commercial levels of oil and gas production, the availability of drilling rigs and other support services, uncertainties about the estimates of reserves, the risk associated with doing business in foreign countries, environmental risks, changes in product prices, our ability to raise capital as and when required, our ability to complete agreed upon and planned asset dispositions, competition and other risks disclosed in Ivanhoe Energy’s 2011 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on EDGAR and the Canadian Securities Commissions on SEDAR.
SOURCE Ivanhoe Energy Inc.
Timberline (TLR) Receives Draft Hard Rock Operating Permit for Butte Highlands Gold Project
COEUR D’ALENE, IDAHO — (Marketwire) — 12/10/12 — Timberline Resources Corporation (TSX VENTURE:TBR)(NYSE MKT:TLR)(NYSE Amex:TLR) (“Timberline” or the “Company”) is pleased to announce today that it has received a draft Hard Rock Operating Permit for its Butte Highlands Gold Project from the Montana Department of Environmental Quality (MDEQ). The Company also received a Compliance Determination setting forth the MDEQ’s determination that the completed application for the operating permit complies with the substantive requirements of Montana’s Metal Mine Reclamation Act.
The draft Hard Rock Operating Permit and the Compliance Determination may be viewed on the Company’s web site at http://timberline-resources.com/main.php?page=196.
Timberline CEO Paul Dircksen commented, “This permit is a critical milestone for Timberline and our joint-venture partner. The regulators have been fastidious about our permit application, and we have provided thorough responses to each of their inquiries and comments. Our JV partner continues to fully fund the permitting and development at Butte Highlands, and they are actively involved and working closely with us to expedite the remaining permits and complete project development. The receipt of this draft permit and positive compliance determination from the MDEQ provides clear evidence that we will receive the final Hard Rock Operating Permit in mid-2013. We expect to commence gold production at Butte Highlands shortly thereafter.”
As noted in the draft permit, the final operating permit is expected to be issued upon the completion of the MDEQ’s review pursuant to the Montana Environmental Policy Act and its determination that the project bonding is sufficient. Based on current projections, the Company expects that the reviews will be completed and the final operating permit will be issued in mid-2013. The Company expects to receive the water discharge permit and road use permit related to the Butte Highlands Project prior to the receipt of the final operating permit.
As announced previously, the initial mine plan at Butte Highlands will target production of approximately 400 tons per day for the first four years of operation with material direct shipped to a nearby mill. In 2011, Timberline completed a 50,000-foot (15,240-metre) underground drill program which returned intercepts of up to 14.5 feet (4.4 metres) grading 6.77 ounces of gold per ton (231.85 grams per metric tonne). The Company has also completed over 4,500 feet (1.4 kilometres) of underground development and completed construction of essentially all surface facilities for the project. The Butte Highlands Joint Venture is located within a favorable geologic domain that has hosted several multi-million ounce gold deposits including Butte, Golden Sunlight, Montana Tunnels, and Virginia City.
About Timberline Resources
Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. Timberline holds a 50-percent carried interest ownership stake in the Butte Highlands Joint Venture in Montana where gold production is targeted to commence in mid-2013. Timberline’s exploration is primarily focused on the goldfields of Nevada, where it is advancing its flagship Lookout Mountain Project toward a production decision while exploring a pipeline of quality earlier-stage projects at its South Eureka Property and elsewhere. Timberline management has a proven track record of discovering economic mineral deposits and developing them into profitable mines.
Timberline is listed on the NYSE MKT where it trades under the symbol “TLR” and on the TSX Venture Exchange where it trades under the symbol “TBR”.
Forward-looking Statements
Statements contained herein that are not based upon current or historical fact are forward-looking in nature and 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 reflect the Company’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding the timing and results of the Company’s continued exploration and drill program at South Eureka and Lookout Mountain, the timing of assay results from such drilling program being released, the Company’s ability to expand and upgrade the South Eureka resource, the timing or results of the Company’s drill programs at Butte Highlands, including the timing of obtaining necessary permits, the development and production of the Company’s Butte Highlands project and projects on its South Eureka property, the potential life of the mine at the Butte Highlands project, the targeted production date for the Butte Highlands project, targeted date for production at South Eureka, the potential for a heap-leach mine at South Eureka, targeted dates for the South Eureka technical report and economic scoping study, and possible growth of the Company and the Company’s expected operations, including potential development of an open pit extraction and run-of-mine heap leach processing and operation at South Eureka. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target”, “intend” and “expect” and similar expressions, as they relate to Timberline Resources Corporation, its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, whether or not the Company completes the purchase of the Butte Highlands JV, LLC membership interests, risks related to the timing and completion of the drilling programs at Butte Highlands and South Eureka, risks and uncertainties related to mineral estimates, risks related to the inherently dangerous activity of mining, and other such factors, including risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2011. Except as required by Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Timberline Resources Corporation
Paul Dircksen
CEO
208.664.4859
Acura (ACUR) Launches Next Gen Cold Medicine to Fight Against Meth
PALATINE, IL — (Marketwire) — 12/10/12 — Acura Pharmaceuticals, Inc. (NASDAQ: ACUR) today announced the launch of Nexafed® [pseudoephedrine hydrochloride (HCl)], a 30 mg immediate-release next generation pseudoephedrine product, combining effective nasal-congestion relief with a unique technology that disrupts the conversion of pseudoephedrine into the dangerous drug, methamphetamine. Nexafed® is now available to national and regional drug wholesalers and will be available to pharmacies soon. This is the second of two products to reach the market that utilize Acura’s abuse-deterrent technologies.
“The launch of Nexafed® is a significant milestone for Acura and in the continued fight against meth in the U.S.,” said Robert B. Jones, president and chief executive officer of Acura Pharmaceuticals. “Acura is highly committed to addressing the needs of local communities by investing in the development of abuse-deterrent technologies and medicines. It’s not about innovating once, but continuing to improve on the technology without compromising efficacy.”
Nexafed® delivers the same efficacy as leading pseudoephedrine products. In a clinical study Nexafed® was shown to meet the Food and Drug Administration’s (FDA) guidelines for bioequivalence when compared to the leading national brand product.(1) For consumers, confirmation of bioequivalence provides assurance that Nexafed® delivers the same cold and allergy relief they have come to rely on — but with the added benefit of disrupting possible methamphetamine production.
Pseudoephedrine, a decongestant used in some cold and allergy medicines, is the primary ingredient converted during illegal methamphetamine production. Unlike other cold and allergy pseudoephedrine products, Nexafed® is the only medicine that utilizes Acura’s Impede™ technology, a unique polymer matrix that disrupts the extraction and conversion of pseudoephedrine to methamphetamine. If abusers try to extract the pseudoephedrine out of Nexafed® to make methamphetamine, the inactive ingredients in the polymer matrix will form a thick gel to block that extraction and disrupt conversion of pseudoephedrine to methamphetamine.
Laboratory tests conducted on Acura’s behalf by an independent research organization demonstrated that in the two methods of methamphetamine production that require pseudoephedrine extraction prior to conversion, no pseudoephedrine could be extracted and isolated from Nexafed® using a range of aqueous and organic solvents. In addition, in the direct conversion method, or “one-pot” technique used in home labs, laboratory tests demonstrated that Impede™ technology reduced the yield of methamphetamine from conversion of pseudoephedrine by about half of that derived from the leading national brand product.
“The introduction of cold and allergy products with abuse-deterrent technologies is a significant step forward for communities across the country affected by the debilitating effects of meth production,” said Priscilla Lisicich, executive director of Safe St. located in Tacoma, Washington and former co-chair of the National Methamphetamine Training and Technical Assistance Center. “A medicine that deters meth production without compromising efficacy will ensure people have access to the medicines that they need.”
Methamphetamine production and abuse is a serious problem that has become increasingly common in communities across the U.S. In 2011, approximately 439,000 Americans ages 12 years and older had abused methamphetamine.(2) The impact of methamphetamine extends beyond those who use and abuse the drug. Methamphetamine production creates increased danger in communities from fire, explosions, exposure to toxic chemicals and crime.
Last year, more than 10,000 clandestine labs were found in the U.S., triggering environmental hazards and requiring expensive and timely cleanup by local governments.(3) In addition to environmental hazards, the economic cost of methamphetamine use in the U.S. — estimated at $23.4 billion in 2005 — is staggering, accounting for the burden of addiction and drug treatment.(4)
“We hope the availability of Nexafed® empowers pharmacists to impact meth abuse at a local level by stocking and recommending the product,” said Jones. In a recent market research study, 70 percent of chain and independent pharmacists involved in pharmacy stocking decisions said they were likely to stock or recommend stocking Nexafed® in their pharmacies. These pharmacists further indicated a willingness to recommend Nexafed® to over 50 percent of their customers who seek a pharmacist’s advice in need of a single ingredient nasal decongestant like Nexafed®.
Nexafed® is now available to national and regional drug wholesalers and will be available to pharmacies soon. Acura has priced Nexafed® comparably to name-brand pseudoephedrine products. For more information about Nexafed®, please visit JOIN-FIGHT.COM.
About Nexafed®
Nexafed® [pseudoephedrine hydrochloride (HCl)] is a 30 mg immediate-release abuse-deterrent decongestant. The next generation pseudoephedrine tablet combines effective nasal-congestion relief with Impede™ technology, a unique polymer matrix that disrupts the conversion of pseudoephedrine into the dangerous drug, methamphetamine. Specifically, the Impede(™) technology forms a thick gel when the tablets are dissolved in solvents typically used in the pseudoephedrine extraction or methamphetamine production processes, trapping the pseudoephedrine or converted methamphetamine to prevent its isolation or purification.
About Acura Pharmaceuticals
Acura Pharmaceuticals, Inc. is a specialty pharmaceutical company dedicated to bringing safe and effective products intended to address medication abuse and misuse to market. As a leader in abuse-deterrent technology, Acura has also successfully developed a prescription drug product that addresses abuse and which is licensed to and marketed by a major pharmaceutical company. Acura is committed to addressing the needs of local communities by investing in ongoing research and development to drive improvement in drug-deterrent technology.
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements may include, but are not limited to, the timing of, our ability to successfully launch and commercialize Nexafed® Tablets, the market acceptance of and competitive environment for any of our products, the willingness of wholesalers and pharmacies to stock Nexafed® Tablets, expectations regarding potential market share for our products and the timing of first sales, the adequacy of the results of the laboratory and clinical studies completed to date, the sufficiency of our development to meet over-the-counter, or OTC, Monograph standards as applicable, adverse safety findings relating to our product candidates, our exposure to product liability and other lawsuits in connection with the commercialization of our products, the increasing cost of insurance and the availability of product liability insurance coverage, and whether our Impede™ technology, including our Nexafed® Tablets, will disrupt the processing of pseudoephedrine into methamphetamine. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “indicated,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail in our filings with the Securities and Exchange Commission.
References
(1) Data on file; Acura Pharmaceuticals, Inc., Palatine, IL
(2) Substance Abuse and Mental Health Services Administration, Results from the 2011 National Survey on Drug Use and Health: Summary of National Findings, NSDUH Series H-44, HHS Publication No. (SMA) 12-4713. Rockville, MD: Substance Abuse and Mental Health Services Administration, 2012.
(3) Drug Enforcement Administration. Maps of Methamphetamine Lab Incidents.
(4) The RAND Corporation. The Economic Costs the Methamphetamine Use in the United States, 2005.2009.
Image Available: http://www2.marketwire.com/mw/frame_mw?attachid=2176200
Contacts:
Pete Clemens
Acura Pharmaceuticals
Email Contact
(847) 705-7709
Media:
Leticia Diaz
Spectrum
Email Contact
BASi (BASI) Announces First-of-Its-Kind Pivotal Study with Data Sciences International
BASi (Bioanalytical Systems, Inc.) (NASDAQ: BASI) today announced that it is collaborating with Data Sciences International (DSI), a biomedical research company focused on preclinical systems physiology and pharmacology, to conduct a first-of-its-kind study combining BASi’s Culex®-L automated sampling system with DSI’s newest large animal telemetry technology, PhysioTel™ Digital.
In this pivotal study, BASi’s Culex®-L automated in vivo sampling system will simultaneously collect biological samples at pre-programmed intervals while DSI telemetry devices will collect heart rate, blood pressure and other cardiovascular information. Previously, gathering all of these types of data required two separate experiments and only discontinuous data collection was possible.
“By combining Culex® with telemetry, the automated blood sampling and telemetry (ABST) system will reduce costs, the number of test subjects, subject stress levels, and deliver better data, which will lead to better decisions,” said Jacqueline M. Lemke, interim president & CEO and CFO of BASi. “This study lays the groundwork for additional safety pharmacology studies that further complement BASi’s long-established and well-respected CRO services expertise.”
“We’re responding to customers’ requests for more and better pharmacokinetic data. We know how important these data are for early decision-making in the drug discovery process. Combining DSI’s telemetry with BASi’s automation is a natural fit,” said Dr. Dusty Sarazan, Vice President and CSO of DSI.
About Data Sciences International
DSI, with headquarters in St. Paul, Minnesota, is the recognized global leader in physiologic monitoring, offering telemetry, instrumentation, software and services that help advance science. DSI’s solutions are tailored to the unique research needs of customers in industries including pharmaceuticals, academia, contract research, biological and chemical defense, medical devices, government and biotechnology. Visit www.datasci.com for more about DSI.
About Bioanalytical Systems, Inc.
BASi is a pharmaceutical development company providing contract research services and monitoring instruments to the world’s leading drug development companies and medical research organizations. The company focuses on developing innovative services and products that increase efficiency and reduce the cost of taking a new drug to market. Visit www.BASinc.com for more about BASi.
This release contains forward-looking statements that are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to changes in the market and demand for our products and services, the development, marketing and sales of products and services, changes in technology, industry standards and regulatory standards, and various market and operating risks detailed in the company’s filings with the Securities and Exchange Commission.
Virco (VIRC) Announces Third Quarter Results
TORRANCE, Calif., Dec. 7, 2012 (GLOBE NEWSWIRE) — Virco Mfg. Corporation (Nasdaq:VIRC) today announced third quarter and year-to-date results in the following letter to stockholders from Robert A. Virtue, President and CEO:
For the three months ended October 31, 2012, traditionally the tail end of our summer delivery season, revenue increased 6.7% from $53,074,000 last year to $56,642,000 this year. For the nine months ended October 31, 2012, revenue increased from $140,147,000 last year to $140,702,000 this year.
Reflecting our lower cost structure following last year’s voluntary staff reductions, net income improved even further. In this year’s third quarter, net income was $2,908,000 compared to a loss of $3,299,000 last year. Through nine months, net income was $5,128,000 versus a loss of $5,967,000 last year.
Despite these encouraging operating results, our core market for public education furniture and equipment continues to face serious funding challenges. Incoming order rates are slightly lower this year than last (down 2.6% through nine months) resulting in a lower backlog as we begin our slow winter season. However, this slight decline in the absolute size of our backlog has been offset by an increase in “flow” or “turns business” that is booked and shipped in the same quarter. Further, our agile domestic factories allow us to respond very quickly to short lead-time orders, even when they involve customization. For both of these reasons, actual shipments have consistently tracked at or above last year’s levels while the backlog has lagged. And, as noted above, profitability on actual shipments has improved significantly.
Here are our results for the three and nine months ended October 31, 2012 and the comparable periods last year:
Virco Mfg. Corporation | ||||
Condensed Consolidated Statements of Operations | ||||
(In thousands, except share data) | ||||
Unaudited | ||||
Three Months Ended | Nine Months Ended | |||
10/31/2012 | 10/31/2011 | 10/31/2012 | 10/31/2011 | |
Net sales | $ 56,642 | $ 53,074 | $ 140,702 | $ 140,147 |
Cost of sales | 37,324 | 37,033 | 91,550 | 97,446 |
Gross profit | 19,318 | 16,041 | 49,152 | 42,701 |
Selling, general administrative & other expense | 16,561 | 19,165 | 43,953 | 48,422 |
Income (Loss) before income taxes | 2,757 | (3,124) | 5,199 | (5,721) |
Income tax (benefits) expense | (151) | 175 | 71 | 246 |
Net income (loss) | $ 2,908 | $ (3,299) | $ 5,128 | $ (5,967) |
Cash dividend declared | $ — | $ — | $ — | $ 0.05 |
Net income (loss) per common share (a) | ||||
Net income (loss) per share – basic | $ 0.20 | $ (0.23) | $ 0.36 | $ (0.42) |
Net income (loss) per share – diluted | 0.20 | (0.23) | 0.35 | (0.42) |
Weighted average shares outstanding | ||||
Basic | 14,441 | 14,285 | 14,369 | 14,241 |
Diluted | 14,629 | 14,285 | 14,474 | 14,241 |
(a) Net loss per share was calculated based on basic shares outstanding due to the anti-dilutive effect on the inclusion of common stock equivalent shares. |
Virco Mfg. Corporation | |||
Condensed Consolidated Balance Sheets | |||
(In thousands) | |||
Unaudited | |||
10/31/2012 | 1/31/2012 | 10/31/2011 | |
Current assets | $ 43,591 | $ 45,808 | $ 46,968 |
Non-current assets | 46,432 | 48,417 | 48,726 |
Current liabilities | 23,475 | 26,840 | 26,214 |
Non-current liabilities | 30,053 | 36,489 | 27,712 |
Stockholders’ equity | 36,495 | 30,896 | 41,768 |
As previously discussed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2012 and in prior quarterly reports, last year we executed a restructuring based on voluntary early retirement. Approximately 150 employees accepted this offer and, combined with normal attrition, our headcount declined from 1,045 at February 1, 2011 to 825 at February 1, 2012. Subsequent to this, we made use of overtime and temporary workers to meet peak season demand. This approach contributed to our operating improvement in 2012.
Given the uncertainty that still surrounds our market, we recently took additional temporary measures to seasonalize our activities and expenses. Unlike last year’s third quarter ended October 31, 2011, which included $3.9 million of expense related to voluntary retirement, this year’s measures (shorter work weeks and additional days of plant furlough) generated no one-time expenses and will result instead in immediate savings between now and our fiscal year-end on January 31, 2013. We regularly evaluate all of our activities for contributions, process improvements, and possible additional cost controls.
Our efforts are not only limited to cost controls. We note with interest the renewed enthusiasm for what has been variously termed ‘onshoring’ or ‘insourcing.’ As a manufacturer who never left, we continue to seek innovative ways to add value for our customers through new product development, the use and control of safe, high-quality raw materials, and on-time delivery and installation. All of these activities are easier for us to manage with the shorter supply chain of our domestic factories and direct distribution model. As this trend strengthens, we believe it will favor our strategic decision to maintain and invest in our U.S. factories and employees. Furthermore, with our current low cost structure, we believe we’re ideally positioned to profit from even modest improvements in demand as our market recovers.
Looking forward, we’re encouraged by signs of economic stabilization, especially in the housing market. New home construction and community development have long been two of the best proxies for future school furniture and equipment demand. During the peak of this country’s suburban expansion from the 1950s through the 1990s, new housing starts averaged about 1.5 million per year. In the depths of the recent recession that number dropped by two thirds, to about 500,000 starts per year. Now new housing starts are starting to inch back towards 1.0 million per year. If past patterns are any indication, this stabilization will eventually translate into new school construction and growth in our market.
We’re especially encouraged by the broad financial support for public education reflected in the recent election. California’s passage of a voluntary tax to support public education is consistent with less-heralded but similar decisions by taxpayers across the country. We saw a number of successful bond issues to support new school construction and/or refurbishments, especially those involving 21st Century Classrooms and technology upgrades. Many of our new products specifically support these initiatives. We continue to believe that progressive public education offers the best path forward for our country, and we’re proud to participate by supplying quality, American-made classroom furniture and equipment.
This news release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding: business strategies; market demand and product development; economic conditions; the educational furniture industry; international markets; product sourcing; raw material costs; state and municipal bond funding; order rates; operating efficiencies; supply chains; the Company’s domestic factories; new school construction and seasonality. Forward-looking statements are based on current expectations and beliefs about future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors, many of which are out of our control and difficult to forecast. These factors may cause actual results to differ materially from those which are anticipated. Such factors include, but are not limited to: changes in general economic conditions including raw material, energy and freight costs; state and municipal bond funding; state, local and municipal tax receipts; the seasonality of our markets; the markets for school and office furniture generally; the specific markets and customers with which we conduct our principal business; our ability to access cash under the credit facility; and the competitive landscape, including responses of our competitors to changes in our prices. See our Annual Report on Form 10-K for the year ended January 31, 2012, and other materials filed with the Securities and Exchange Commission for a further description of these and other risks and uncertainties applicable to our business. We assume no, and hereby disclaim any, obligation to update any of our forward-looking statements. We nonetheless reserve the right to make such updates from time to time by press release, periodic reports or other methods of public disclosure without the need for specific reference to this press release. No such update shall be deemed to indicate that other statements which are not addressed by such an update remain correct or create an obligation to provide any other updates.
The Virco Mfg. Corporation Logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=521
CONTACT: Robert A. Virtue, President Douglas A. Virtue, Executive Vice President Robert E. Dose, Vice President Finance Virco Mfg. Corporation (310) 533-0474
Atlatsa (ATL) Confirms Bokoni Strike Over
JOHANNESBURG, Dec. 7, 2012 /PRNewswire/ – Atlatsa Resources Corporation (TSXV: ATL; NYSE MKT: ATL; JSE: ATL) confirms that the unprotected industrial action at Bokoni Platinum Mines (“Bokoni” or “the Company”), which began on 1 October 2012, has come to an end, and 90% of its workforce has reported for work this morning. This follows the signing of an agreement between the Company and its employees.
According to this agreement, re-employed workers will receive a once-off payment of R2,000 and a R400 increase to their existing travel allowance. The existing wage agreement at Bokoni, due to expire in July 2013, remains in place with no further amendments.
All employees are attending a safe start up programme to ensure safe working conditions at the mine operations. Employee inductions and safety inspections are currently underway. Production at Bokoni is expected to resume on Monday, 10 December 2012.
Certain individuals, who engaged in criminal activity during the unprotected strike action, have been arrested and remain in police custody, faced with multiple criminal charges from the State.
The Company would like to express its gratitude to public officials, government agencies, community leaders, recognized labour unions as well as local businesses for their support in bringing the strike to an end.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The NYSE MKT LLC has neither approved nor disapproved the contents of this press release.
Xplore (XPLR) Announces Multi Million Dollar Military Purchase Order
Xplore Technologies Corp. (NASDAQ: XPLR) (“Xplore” or the “Company”), a manufacturer of award-winning rugged tablet PCs, announced today that it received a multi-million dollar purchase order for the U.S. military. The purchase order is for over 900 of the Company’s iX104C5M rugged Windows tablets. Delivery of the products is expected to occur over the next several months.
“We are extremely pleased to announce receipt of the largest single military order in our history,” stated Philip S. Sassower, Xplore’s Chairman and Chief Executive Officer. “We believe the value proposition of our rugged tablet computer should make it the device of choice for military field applications. We believe that this purchase order is an initial indication of our potential in the military sector.”
“We expect this order to be the first in a series of purchase orders for the U.S. military involving the delivery of several thousand devices, improving our footprint in the military space,” stated Mark Holleran, Xplore’s President and Chief Operating Officer. “We believe Xplore’s ultra rugged tablet solution is gaining traction in military applications in the U.S. and other countries by delivering on our promise of value, performance and reliability. We further believe the iX104C5M is the best tablet for use in military deployments – whether supporting special operations, managing workflows on the flight line or delivering real-time data to mobile field units.”
“Xplore is proud to support the U.S. military in the deployment and use of our products,” continued Sassower. “We look forward to a successful and continuing relationship.”
Additional information regarding Xplore is available on our website www.xploretech.com
About Xplore Technologies®
Xplore is engaged in the business of developing integrating and marketing mobile wireless Tablet PC computing systems. The Company’s products enable the extension of traditional computing systems to a range of field and on-site personnel, regardless of location or environment. Using a range of wireless communication media together with the Company’s rugged computing products, the Company’s end-users are able to receive, collect, analyze, manipulate and transmit information in a variety of environments not suited to traditional non-rugged computing devices. The Company’s end-users are in markets that include utility, warehousing/logistics, public safety, field service, transportation, manufacturing, route delivery, military and homeland security.
Forward Looking Statements
This news release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions are intended to identify forward-looking statements. Such statements reflect Xplore’s current views with respect to future events and are subject to risks and uncertainties. Many factors could cause actual results to differ materially from the statements made including those factors listed from time to time in filings made by Xplore with securities regulatory authorities under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated or expected. Xplore does not intend and does not assume any obligation to update these forward-looking statements.
UniPixel (UNXL) and Major PC Maker Enter Multi-Million Dollar Agreement
UniPixel and Major PC Maker Enter Multi-Million Dollar Preferred Price and Capacity License Agreement to Introduce Products With UniBoss-Based Touch Screens
THE WOODLANDS, TX — (Marketwire) — 12/07/12 — UniPixel, Inc. (NASDAQ: UNXL), a provider of Performance Engineered Films to the touch screen, flexible printed electronics, and lighting and display markets, has joined forces with a manufacturer of personal computers to develop and introduce products that feature next-generation touch screens based on UniPixel’s UniBoss™ pro-cap, multi-touch sensor film.
UniPixel has granted the PC maker a limited exclusive license in the notebook market segment for UniBoss Performance Engineered Film technology that provides the licensee priority development, dedicated production capacity and preferred pricing. The license can be extended to the PC maker’s supply chain, including third-party manufacturing partners, touch panel module manufactures, controller manufactures, LCD makers and original design manufacturers. The terms of the agreement and name of the PC maker are confidential.
“The preferred price and capacity license agreement furthers UniPixel’s stated go-to-market strategy,” said UniPixel president & CEO, Reed Killion. “Our strategy includes offering reduced pricing, dedicated production capacity and limited exclusives to licensees, while enabling UniPixel to expand production capacity.”
“The license agreement also represents a major step towards worldwide commercialization of our UniBoss touch screen technology,” continued Killion. “We believe the touch ecosystem recognizes the unique advantages of metal mesh touch sensors based on our UniBoss additive, roll to roll, flexible electronics process compared with traditional, subtractive, ITO-based, touch sensor solutions.”
The advantages of UniBoss touch screen technology include higher touch response and sensitivity, superior touch distinction, better durability, lower power requirements, and extensibility to many sizes and form factors. It also promises lower production costs versus standard ITO-based touch technology, including lower material costs, fewer steps in the manufacturing process and a simplified supply chain.
About UniPixel
Headquartered in The Woodlands, Texas, UniPixel, Inc. (NASDAQ: UNXL) delivers Performance Engineered Films to the Lighting, Display and Flexible Electronics markets. UniPixel’s high-volume roll-to-roll or continuous flow manufacturing process offers high-fidelity replication of advanced micro-optic structures and surface characteristics over large areas. A key focus for UniPixel is developing electronic conductive films for use in electronic sensors for consumer and industrial applications. The company’s newly developed UniBoss™ roll-to-roll electronics manufacturing process prints conductive elements on thin film with trace widths down to ~ 5um. The company is marketing its films for touch panel sensor, cover glass replacement, protective cover film, antenna and custom circuitry applications under the UniPixel label, and potentially under private label or Original Equipment Manufacturers (OEM) brands. UniPixel’s brands include Clearly Superior™, Diamond Guard™ and others. For further information, visit www.unipixel.com.
Forward-looking Statements
All statements in this news release that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2011. We operate in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise any forward-looking statements. Readers are also urged to carefully review and consider the other various disclosures in the company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and Current Reports on Form 8-K.
Trademarks in this release are the property of their respective owners.
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Company Contact:
Jeff Tomz, CFO
UniPixel, Inc.
Tel 281-825-4500
Investor Relations Contact:
Scott Liolios or Ron Both
Liolios Group, Inc.
Tel 949-574-3860
Ivanhoe Energy Receives Ministry of Commerce Approval On Zitong Block
CALGARY, Dec. 6, 2012 /PRNewswire/ – Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) announced today that its wholly owned subsidiary, Sunwing Zitong Energy (Sunwing), has received approval from the Ministry of Commerce of the People’s Republic of China (the Ministry) to transfer its participating interest in the Contract for Exploration, Development and Production in the Zitong Block, Sichuan Basin, to Shell China Exploration and Production Co. (Shell).
The Ministry’s approval was received on November 28, 2012, setting the stage for the Company to increase its pre-tax working capital by USD$105 million. To complete the transfer Sunwing and Shell will finalize a number of administrative matters within the next two weeks, as per the definitive Sale and Purchase Agreement.
Ivanhoe Energy is an independent international heavy oil exploration and development company focused on pursuing long-term growth in its reserves and production using advanced technologies, including its proprietary heavy oil upgrading process (HTLTM). Core operations are in Canada, United States, Ecuador, China and Mongolia with business development opportunities worldwide. Ivanhoe Energy trades on the Toronto Stock Exchange with the ticker symbol IE and on the NASDAQ Capital Market with the ticker symbol IVAN.
For more information about Ivanhoe Energy Inc. please visit www.ivanhoeenergy.com.
FORWARD-LOOKING STATEMENTS: This document includes forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to the potential for commercialization and future application of the heavy oil upgrading technology and other technologies, statements relating to the continued advancement of Ivanhoe Energy’s projects, statements relating to the timing and amount of proceeds of agreed upon and contemplated disposition transactions, statements relating to anticipated capital expenditures, statements relating to the timing and success of regulatory review applications, and other statements which are not historical facts. When used in this document, the words such as “could,” “plan,” “estimate,” “expect,” “intend,” “may,” “potential,” “should,” and similar expressions relating to matters that are not historical facts are forward-looking statements. Although Ivanhoe Energy believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include the potential that the Company’s projects will experience technological and mechanical problems, new product development will not proceed as planned, the HTLTM technology to upgrade bitumen and heavy oil may not be commercially viable, geological conditions in reservoirs may not result in commercial levels of oil and gas production, the availability of drilling rigs and other support services, uncertainties about the estimates of reserves, the risk associated with doing business in foreign countries, environmental risks, changes in product prices, our ability to raise capital as and when required, our ability to complete agreed upon and planned asset dispositions, competition and other risks disclosed in Ivanhoe Energy’s 2011 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on EDGAR and the Canadian Securities Commissions on SEDAR.
Hi-Tech Pharmacal (HITK) Reports Q2 Sales of $57.5 Million
Hi-Tech Pharmacal Co., Inc. (NASDAQ: HITK) today reported results for the Company’s fiscal second quarter ended October 31, 2012.
Quarterly Results
Net sales for the three months ended October 31, 2012 were $57,537,000, an increase of $662,000 compared to the net sales of $56,875,000 for the three months ended October 31, 2011.
Net sales for generic pharmaceuticals for the three months ended October 31, 2012 were $47,286,000, a decrease of $1,381,000 or 3%, compared to sales of $48,667,000 for the respective prior fiscal period. The decrease was primarily due to lower sales of Fluticasone Propionate nasal spray. Sales of Fluticasone decreased to $21,500,000 from $23,000,000 in the comparable quarter as the Company sold more units at a lower average price. This decline was partially offset by sales of new products such as Nystatin oral suspension, Lidocaine 5%, Levetiracetam oral concentrate and Paregoric, launched in February, March, May and August 2012, respectively.
ECR Pharmaceuticals contributed $5,593,000 to sales in the current period, an increase of $2,082,000 or 59%, compared to sales of $3,511,000 for the respective fiscal 2012 period. The increase was primarily due to higher sales of Bupap® and Tussicaps®. Sales of Bupap® increased as some customers purchased larger than typical quantities ahead of an announced price increase. Sales from Dexpak® and Orbivan® also contributed to the increase in ECR sales.
Net sales for the Health Care Products division, which markets the Company’s OTC branded products, were $4,658,000, a decrease of $39,000 compared to $4,697,000 reported for the same period last year. The decrease was primarily due to consumer discounts and promotional pricing on the Nasal Ease® brand. These declines were partially offset by sales of our Sinus Buster® product, acquired March 2012.
Sales of the Hi-Tech generic division and the Health Care Products division were both adversely affected by superstorm Sandy. Hi-Tech Pharmacal’s facilities in Amityville, NY were without power from October 29, 2012 through November 1, 2012, therefore, the Company was unable to produce and ship products during this period. The Company anticipates that sales lost during this week will be made up in the quarter ending January 2013.
Cost of goods sold increased to $27,948,000, or 49% of net sales, for the three months ended October 31, 2012 from $23,479,000, or 41% of net sales, for the three months ended October 31, 2011. The increase in cost of goods sold as a percentage of net sales is primarily due to pricing declines for both Fluticasone Propionate nasal spray and Dorzolamide ophthalmic products. Additionally, consumer discounts related to an in-store promotion of Nasal Ease® lowered margins in the Health Care Products division.
Research and product development costs for the three months ended October 31, 2012 increased to $3,343,000, compared to $2,468,000 for the same period ended October 31, 2011. The increase in Research and Development expenditures is due to increased spending on internal projects for the generic division, which include four projects that require clinical trials. Three of these projects requiring clinical trials were undertaken in partnership with other companies. Additionally, the Company incurred a onetime expense of $209,000, in the quarter ended October 31, 2012, relating to fees required by the FDA’s new Generic Drug User Fee Act. The fee was based on the number of ANDAs currently awaiting FDA approval.
Selling, general and administrative expenses increased to $11,706,000 from $10,459,000 for the three months ended October 31, 2012 and 2011, respectively. This increase is primarily due to increased freight-out expense and increased advertising expense in the Health Care Products division.
Amortization expense for the quarter ended October 31, 2012 increased to $1,761,000 from $1,400,000, a 26% increase compared to the same fiscal 2012 period. The increase was due to intangible asset purchases over the last year which includes acquisitions of Tussicaps® and Sinus Buster®.
For the three months ended October 31, 2012, the Company recorded net income of $8,924,000, a 35% decrease from net income of $13,783,000, for the same period in the prior year. On a fully diluted share basis, EPS decreased to $0.66 from $1.04 in the prior year.
David Seltzer, President and CEO, commented on the results: “We are pleased with the results reported today. Superstorm Sandy forced us to lose four days of shipping and a full week of manufacturing, but we were very fortunate not to have sustained damage to any of our facilities, and that all of our employees are safe. The lost week of production and a surge in cough, cold and flu item orders in the month of November has forced us into a backorder situation on several products. Our staff is working overtime to make up for lost production time, and we are confident that we will restock our inventory position in the coming weeks.”
Conference call information
The Company will hold a conference call today to discuss its financial results at 10 a.m. Eastern Time.
To access the conference call, dial toll free 800-591-6944, or 617-614-4910 for international callers, five minutes before the conference. The passcode for the conference call is 70577202.
A replay of the conference call will be available after 12:00 p.m. on December 6, 2012, for one week by calling toll free 888-286-8010, or 617-801-6888 for international callers. The passcode for the replay is 31691417. The call can also be accessed on the Investor Relations page on the Company’s website www.hitechpharm.com.
Other Information
Hi-Tech currently has twelve products awaiting approval at the FDA, targeting brand and generic sales of over $1.5 billion, including one product for which the Company has a financial interest which was filed by another company. In addition, Hi-Tech has approximately twenty products in active development targeting brand sales of over $3 billion, including sterile ophthalmic products, oral solutions and suspensions and solid dosage forms.
Hi-Tech is a specialty pharmaceutical company developing, manufacturing and marketing generic and branded prescription and OTC products. The Company specializes in difficult to manufacture liquid and semi-solid dosage forms and produces a range of sterile ophthalmic, otic and inhalation products. The Company’s Health Care Products Division is a leading developer and marketer of OTC products for the diabetes marketplace. Hi-Tech’s ECR Pharmaceuticals subsidiary markets branded prescription products.
This press release contains certain future projections and forward-looking statements (statements which are not historical facts) with respect to the anticipated future performance of Hi-Tech made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such future projections and forward-looking statements are not assurances, promises or guarantees and investors are cautioned that all future projections and forward-looking statements involve significant business, economic and competitive risks and uncertainties, many of which are beyond Hi-Tech’s ability to control or estimate precisely, including, but not limited to, the impact of competitive products and pricing, product demand and market acceptance, new product development, the regulatory environment, including without limitation, reliance on key strategic alliances, availability of raw materials, fluctuations in operating results, loss of customers or employees, the possibility that legal proceedings may be instituted against Hi-Tech and other results and other risks detailed from time to time in Hi-Tech’s filings with the Securities and Exchange Commission. The actual results will vary from the projected results and such variations may be material. These statements are based on management’s current expectations and assumptions concerning the future performance of Hi-Tech and are naturally subject to uncertainty and changes in circumstances. No representations or warranties are made as to the accuracy or completeness of any of the information contained herein, including, but not limited to, any assumptions or projections contained herein or forward-looking statements based thereon. We caution you not to place undue reliance upon any such forward-looking statements which speak only as of the date made, except to the extent specifically dated as of an earlier date. Hi-Tech is under no obligation, and expressly disclaims any such obligation, to update, alter or correct any inaccuracies herein, whether as a result of new information, future events or otherwise.
Six Months (Unaudited) | Three Months (Unaudited) | |||||||||||||||||||||
10/31/12 | 10/31/11 | 10/31/12 | 10/31/11 | |||||||||||||||||||
Net sales | $ | 109,580,000 | $ | 113,086,000 | $ | 57,537,000 | $ | 56,875,000 | ||||||||||||||
Cost of goods sold | 54,670,000 | 46,454,000 | 27,948,000 | 23,479,000 | ||||||||||||||||||
Gross profit | 54,910,000 | 66,632,000 | 29,589,000 | 33,396,000 | ||||||||||||||||||
Selling, general, administrative expenses | 22,337,000 | 19,255,000 | 11,706,000 | 10,459,000 | ||||||||||||||||||
Amortization expense | 3,518,000 | 2,175,000 | 1,761,000 | 1,400,000 | ||||||||||||||||||
Research & product development costs | 7,815,000 | 5,867,000 | 3,343,000 | 2,468,000 | ||||||||||||||||||
Royalty income | (1,035,000) | (1,395,000) | (400,000) | (829,000) | ||||||||||||||||||
Contract research income | (2,000) | (28,000) | (2,000) | (1,000) | ||||||||||||||||||
Interest expense | 303,000 | 46,000 | 147,000 | 31,000 | ||||||||||||||||||
Interest income and other | (123,000) | (306,000) | (77,000) | (282,000) | ||||||||||||||||||
Total | $ | 32,813,000 | $ | 25,614,000 | $ | 16,478,000 | $ | 13,246,000 | ||||||||||||||
Income before income taxes | 22,097,000 | 41,018,000 | 13,111,000 | 20,150,000 | ||||||||||||||||||
Provision for income taxes | 7,169,000 | 13,462,000 | 4,187,000 | 6,367,000 | ||||||||||||||||||
Net income | $ | 14,928,000 | $ | 27,556,000 | $ | 8,924,000 | $ | 13,783,000 | ||||||||||||||
Basic net earnings per share | $ | 1.13 | $ | 2.16 | $ | 0.67 | $ | 1.08 | ||||||||||||||
Diluted net earnings per share | $ | 1.10 | $ | 2.08 | $ | 0.66 | $ | 1.04 | ||||||||||||||
Weighted average shares outstanding – basic | 13,154,000 | 12,744,000 | 13,238,000 | 12,761,000 | ||||||||||||||||||
Effect of potential common shares | 419,000 | 483,000 | 346,000 | 543,000 | ||||||||||||||||||
Weighted average shares outstanding – diluted | 13,573,000 | 13,227,000 | 13,584,000 | 13,304,000 | ||||||||||||||||||
BSD Medical (BSDM) Reports Significant Quarterly Growth of MicroThermX®
BSD Medical Corporation (NASDAQ:BSDM) (Company or BSD) (www.BSDMedical.com), a leading provider of medical systems utilizing heat therapy to treat cancer, announced today a 586% increase in sales for the MicroThermX® Microwave Ablation System (MicroThermX®) product line for the fiscal quarter ended November 30, 2012, as compared to the fiscal quarter ended November 30, 2011. Disposable SynchroWave antennas were a significant portion of these sales, reflecting the success of the Company’s fee-per-use equipment rental program and increasing sales of MicroThermX® equipment. This is a dramatic increase in sales for MicroThermX® products and representative of a continuing trend of accelerating MicroThermX® revenue.
BSD’s current focus is to increase MicroThermX® revenues by expanding the fee-per-use equipment rental program and increasing direct sales support in major U.S. metropolitan areas. These programs continue to produce very successful results, and the current fiscal year promises to provide continuing growth in revenues from the MicroThermX® products. The MicroThermX® introduced into the Company’s product line an innovative, high-end disposable that is used in each ablation treatment, providing an important ongoing revenue stream.
About the MicroThermX® Microwave Ablation System
The MicroThermX® Microwave Ablation System is a compact, mobile, state-of-the-art, proprietary system that includes a microwave generator, single-patient-use disposable antennas, and a thermistor-based temperature monitoring system. The innovative design of the MicroThermX® is the first of its kind that allows delivery of higher power levels using a single generator. The MicroThermX® utilizes innovative synchronous phased array technology that was developed and patented by BSD to provide larger and more uniform zones of ablation during a single procedure. The MicroThermX® introduces into the Company’s product line an innovative, high-end disposable that is used in each ablation treatment, and will provide a significant ongoing revenue stream. The soft tissue ablation world market potential is estimated to exceed $2.3 billion. The U.S. Food and Drug Administration (FDA) has granted the Company a 510(k) clearance to market the MicroThermX® for ablation of soft tissue. BSD has also received CE Marking for the MicroThermX® System, which allows BSD to market the MicroThermX® system in Europe. CE Marking is also recognized in many countries outside of the EU, providing BSD the ability to market the MicroThermX® to a number of international markets.
About BSD Medical Corporation
BSD Medical Corporation develops, manufactures, markets and services systems to treat cancer and benign diseases using heat therapy delivered using focused radiofrequency (RF) and microwave energy. BSD’s product lines include both hyperthermia and ablation treatment systems. BSD’s hyperthermia cancer treatment systems, which have been in use for several years in the United States, Europe and Asia, are used to treat certain tumors with heat (hyperthermia) while increasing the effectiveness of other therapies such as radiation therapy. BSD’s microwave ablation system has been developed as a stand-alone therapy to ablate and destroy soft tissue. The Company has developed extensive intellectual property, multiple products in the market and well established distribution in the United States, Europe and Asia. Certain of the Company’s products have received regulatory approvals in the United States, Europe and China. For further information visit BSD Medical’s website at www.BSDMedical.com.
Statements contained in this press release that are not historical facts are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date.
Epoch (EPHC) to Enter into a Merger Agreement with TD Bank Group
Epoch Holding Corporation (“Epoch” or the “Company”) (Nasdaq: EPHC), a leading investment manager and investment adviser, today announced that it has entered into a merger agreement with TD Bank Group. The common stock of Epoch Holding Corporation, the parent of Epoch Investment Partners, Inc., will be acquired by TD Bank Group for cash consideration of approximately $668 million. Epoch stockholders will receive $28.00 in cash per share, representing a premium of approximately 28% to Epoch’s closing price on December 5, 2012.
“Epoch is pleased to be joining forces with TD, whose financial strength will enhance our competitive advantage as we continue to deepen and expand our capabilities,” said William W. Priest, Chief Executive Officer of Epoch. “We are confident that this transaction will strengthen Epoch’s existing franchise and further support our client-focused efforts. Our investment management philosophy aligns with TD’s long-term strategy. This transaction allows us to combine Epoch’s U.S. and global equities expertise with TD’s client-centric approach.”
Following the completion of the transaction, Epoch will continue to operate and serve clients under its current brand name and operating structure. Epoch’s management and investment team, philosophy and process will remain the same. As part of the transaction, the leadership team of Epoch, both investment and business personnel, have entered into long-term employment agreements reinforcing their commitment to the firm.
“The combination of our two firms, which share compatible cultures and complementary investment disciplines, will help us better serve clients on both sides of the border. Epoch will enable TD Asset Management to substantially broaden our expertise in U.S. and global equities,” said Brian Murdock, Chairman and Chief Executive Officer, TD Asset Management. “This transaction represents an excellent opportunity for both Epoch and TD Asset Management to build on our respective strengths to solve client needs.”
Epoch’s Board of Directors unanimously recommended this transaction to their stockholders for approval. Members of Epoch’s management team and Board of Directors, who currently collectively hold approximately 28% of Epoch’s outstanding shares, have demonstrated their support for the transaction by agreeing to vote in favor of the transaction. This transaction, which is subject to the approval of Epoch’s stockholders, and satisfaction of other customary closing conditions for a transaction of this type, is expected to close in the first half of 2013.
Credit Suisse served as financial advisor to Epoch. Skadden, Arps, Slate, Meagher & Flom LLP and Greenberg Traurig, LLP served as Epoch’s legal counsel.
About Epoch Holding Corporation
Epoch Holding Corporation conducts its operations through Epoch Investment Partners, Inc., a wholly-owned subsidiary and a registered investment adviser under the Investment Advisers Act of 1940, as amended. Investment management and investment advisory services are the Company’s sole line of business. Headquartered in New York, the Company’s investment strategies include U.S. Equity (All Cap, Large Cap, SMID Cap and Small Cap Value; Choice and Shareholder Yield), Global Equity (Shareholder Yield, Choice, Absolute Return and Small Cap) and International Small Cap.
For more information about Epoch contact Adam Borak at Epoch Investment Partners, Inc. 212-400-4708, aborak@eipny.com or visit Epoch’s website at www.eipny.com.
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (TD). TD is the sixth largest bank in North America by branches and serves approximately 22 million customers in four key businesses operating in a number of locations in key financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trust and TD Auto Finance Canada; Wealth and Insurance, including TD Waterhouse, an investment in TD Ameritrade, and TD Insurance; U.S. Personal and Commercial Banking, including TD Bank, America’s Most Convenient Bank, and TD Auto Finance U.S.; and Wholesale Banking, including TD Securities. TD also ranks among the world’s leading online financial services firms, with more than 8.5 million online customers. TD had CDN$811 billion in assets on October 31, 2012.The Toronto-Dominion Bank trades under the symbol “TD” on the Toronto and New York Stock Exchanges.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain statements that may be considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Epoch and may include projections of Epoch’s future financial performance based on Epoch’s anticipated growth strategies and trends in Epoch’s business. These statements are only predictions based on Epoch’s current expectations and projections about future events. There are important factors that could cause Epoch’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding: the failure to receive, on a timely basis or otherwise, the required approvals by Epoch’s stockholders and governmental or regulatory agencies; the risk that a condition to closing of the proposed transaction may not be satisfied; Epoch’s ability to consummate the proposed transaction; operating costs and business disruption may be greater than expected; the ability of Epoch to retain and hire key personnel and maintain relationships with business partners pending consummation of the proposed transaction; and the impact of legislative, regulatory and competitive changes and other risk factors relating to the industries in which Epoch operates, as detailed from time to time in Epoch’s reports filed with the Securities and Exchange Commission (the “SEC”). There can be no assurance that the proposed transaction will in fact be consummated.
These risks and uncertainties are not exhaustive. Additional information about the material factors or assumptions underlying such forward-looking statements may be found under Item 1.A in Epoch’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 and Item 1.A in Epoch’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Epoch or any other person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above. Neither Epoch nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements speak only as of the date of this communication. Epoch is not under any duty to update any of these forward-looking statements after the date of this communication, nor to conform Epoch’s prior statements to actual results or revised expectations, and Epoch does not intend to do so.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving Epoch and TD. The proposed transaction will be submitted to the stockholders of Epoch for their consideration. In connection with the proposed transaction, Epoch will prepare a proxy statement to be filed with the SEC. Epoch and TD plan to file with the SEC other documents regarding the proposed transaction. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement will be mailed to Epoch’s stockholders. You may obtain copies of all documents filed with the SEC concerning the proposed transaction, free of charge, at the SEC’s website at www.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by Epoch through the Investor Relations section of our website, and the “Financial Information” tab therein. The website address is www.eipny.com. The information on our website is not, and shall not be deemed to be a part hereof or incorporated into this or any other filings with the SEC. You may also send a written request to our Corporate Secretary at Epoch Holding Corporation, 640 Fifth Avenue, 18th Floor, New York, New York 10019, Attn: Corporate Secretary, or by calling the Corporate Secretary at (212) 303-7200.
Interests of Participants
Epoch and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Epoch in connection with the proposed transaction. Information regarding Epoch’s directors and executive officers is set forth in Epoch’s Proxy Statement for its 2012 Annual Meeting of Stockholders and its Annual Report on Form 10-K for the fiscal year ended June 30, 2012, which were filed with the SEC on October 18, 2012 and September 10, 2012, respectively. Additional information regarding persons who may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction will be contained in the proxy statement to be filed by Epoch with the SEC when it becomes available.
Metabolix (MBLX) Secures UCLA Engineering ARPA-E Grant
Metabolix, Inc. (NASDAQ: MBLX), an innovation-driven bioscience company focused on delivering sustainable solutions for plastics, chemicals and energy, today announced that it has received a subaward under the Advanced Research Projects Agency – Energy (ARPA-E) to work with the UCLA Henry Samueli School of Engineering and Applied Science to redesign carbon fixation pathways to increase the efficiency of capturing energy from sunlight. This is the third grant awarded to Metabolix in 2012 for leading-edge crop research targeting multi-gene expression and transformation of plants, and builds upon its years of experience in transforming plants for bio-product production. Funding from these three grants will total nearly $1 million and will run through 2014.
Under the UCLA Engineering ARPA-E grant, Metabolix researchers will work closely with Professor James Liao, the Ralph M. Parsons Foundation professor and chair in the department of chemical and biomolecular engineering and a recent Presidential Green Chemistry Challenge Award recipient, to engineer alternate biochemical pathways for carbon fixation into the crop plant, camelina. Metabolix’s multi-gene expression technology and its significant prior work in camelina will help increase the number of new traits expressed in each plant, which is expected to produce new pathways to a greater variety of liquid fuels from camelina and other plants. Specifically, the ARPA-E grant focuses on carbon fixation, which is the key process that plants use to convert carbon dioxide (CO2) from the atmosphere into higher energy molecules (such as sugars) using energy from the sun. Metabolix will work with UCLA Engineering to investigate an alternative biochemical pathway that theoretically could allow a plant to capture twice as much CO2 using the same amount of light, with the end goal of improving the productivity of both food and fuel crops.
“Metabolix brings a unique set of capabilities and experience as well as a proven track record of success in plant science to our ARPA-E project,” said Dr. Liao. “With its proven capability to engineer a variety of crop plants for the production of industrial products, Metabolix will be a valuable partner in our work to increase carbon fixation in plants and enable the production of a greater variety of liquid fuels in camelina and other plants. We look forward to working with Metabolix in our quest to generate more cost-effective biofuels.”
“We are delighted that another of our project teams has chosen to work with Metabolix to move PETRO’s high-performance, dedicated energy crops closer to realization,” says ARPA-E Program Director Dr. Jonathan Burbaum. “If successful, such crops promise to provide a viable, domestic and renewable alternative to imported petroleum.”
The UCLA Engineering ARPA-E grant is the third crops science grant awarded to Metabolix in 2012. In January, the Company initiated work on an ARPA-E-funded project to work with the University of Massachusetts (UMass) Amherst to help increase the natural ability of camelina to produce oils and add the production of energy-dense terpene molecules that can be easily converted into liquid fuels. In April, Metabolix Oilseeds, a wholly owned subsidiary of Metabolix, was awarded a grant for the development of capacity building for commercial-scale polyhydroxybutyrate (PHB)-producing camelina.
“Driving a growing interest in our crops science program is the interest from brand owners, consumers and government organizations for developing renewable, non-petroleum-based liquid fuels,” said Dr. Oliver Peoples, chief scientific officer and vice president, research at Metabolix. “Metabolix is a pioneer in plant science and we have a deep history working with leading institutions to successfully further the development of technologies to enhance the productivity of crops. We look forward to applying our strong capabilities in crop science to the work with UCLA Engineering to improve the carbon fixation pathways of camelina and produce new routes to biofuels.”
About Metabolix
Metabolix, Inc. is an innovation-driven bioscience company delivering sustainable solutions to the plastics, chemicals and energy industries. Metabolix is developing and commercializing MirelTM and Mvera,TM a family of high-performance bioplastics which are biobased and biodegradable alternatives to many petroleum-based plastics. Metabolix’s biobased chemicals platform utilizes its novel “FAST” recovery process to enable the production of cost-effective, “drop-in” replacements for petroleum-based industrial chemicals. Metabolix is also developing a platform for co-producing plastics, chemicals and energy from crops. Metabolix has established an industry-leading intellectual property portfolio that, together with its knowledge of advanced industrial practice, provides a foundation for industry collaborations.
For more information, please visit www.metabolix.com. (MBLX-G)
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, statements regarding the expected results of Metabolix research programs, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated and are detailed in Metabolix’s filings with the Securities and Exchange Commission. Metabolix assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.
Winland (WEX) Announces the Signing of a Purchase Agreement for its Mankato Headquarters
Winland Electronics, Inc. (NYSE Amex: WEX) today announced that it has signed a purchase agreement to sell its headquarters and manufacturing building to Nortech Systems, Inc., of Wayzata, Minn.
The sale of the 58,000 square foot facility is contingent upon customary closing conditions, including environmental studies, appraisal and financing approval. Details concerning the net proceeds from the transaction were not yet available because the transaction is still subject to closing conditions.
The company anticipates the transaction to be complete by the end of 2012.
About Winland Electronics
Winland Electronics, Inc. (www.winland.com), is an industry leader of critical condition monitoring devices. Products including EnviroAlert, WaterBug, TempAlert, Vehicle Alert and more are designed in-house to monitor critical conditions for industries including health/medical, grocery/food service, commercial/industrial, as well as agriculture and residential. Proudly made in the USA, Winland products are compatible with any hard wire or wireless alarm system and are available through distribution worldwide. Headquartered in Mankato, MN, Winland trades on the NYSE Amex Exchange under the symbol WEX.
OCZ (OCZ) Signs SED International to Distribute Consumer-Based Solid-State Drives
OCZ Technology Group, Inc. (Nasdaq:OCZ), a leading provider of high-performance solid-state drives (SSDs) for computing devices and systems, today announced that SED International (Amex: SED), an established multinational distributor of leading computer technology products, is now authorized to distribute OCZ’s complete line of consumer-based SSDs in Latin America and the Caribbean. This includes OCZ’s popular SATA-based Vertex and Agility SSD Series, the PCIe-based RevoDrive SSD Series, and the recently announced Vector SSD Series featuring OCZ’s new Barefoot 3 controller that delivers advanced I/O performance and enhanced endurance for personal computing environments.
The distribution agreement with OCZ represents SED International’s first SSD brand for the Latin American region providing an alternative storage technology to hard disk drives (HDDs) given today’s performance disparity between servers and HDDs. As data traffic continues to exponentially increase, the mechanical and physical limitations of HDDs result in system bottlenecks that compromise the end user experience necessitating the need for faster, more reliable storage solutions.
“As one of the first major providers of solid-state drives with a rich history of technological innovations, OCZ became our SSD vendor of choice as they offer a well-rounded consumer portfolio focused on high-performance, improved reliability and greater affordability,” said Ronell Rivera, Senior Vice President-Latin America for SED International. “We are very pleased to partner with OCZ as a key strategic distributor in the region and with a rich line-card that extends to high-performance enterprise applications, enables the partnership to grow into other areas of the data center.”
“We are pleased to build upon our distribution strategy in Latin America and the Caribbean with such a high-profile and customer-oriented value-added distributor as SED International,” said E. Zeke Olazaba, Director of Sales-Latin America for OCZ Technology. “The combination of our reseller programs, coupled with extensive service and support and a comprehensive product line-up, will help SED expand its storage solutions presence in a burgeoning region.”
As a result of today’s distribution agreement, OCZ is poised to increase its market penetration in a growth area with a leading distribution partner.
About SED International Holdings, Inc.
Founded in 1980, SED International Holdings, Inc. is a multinational, preferred distributor of leading computer technology, consumer electronics, and small appliance products. The company also offers custom-tailored supply chain management services ideally suited to meet the priorities and distribution requirements of the e-commerce, Business-to-Business and Business-to-Consumer markets. Headquartered near Atlanta, Georgia with business operations in California; Florida; Georgia; New Jersey; Texas; Bogota, Colombia and Buenos Aires, Argentina, SED serves a customer base of over 10,000 channel partners and retailers in the United States, Latin America, and Caribbean. To learn more, please visit www.SEDonline.com; or follow us on Twitter @SEDIntl.
About OCZ Technology Group, Inc.
Founded in 2002, San Jose, CA-based OCZ Technology Group, Inc. (OCZ) is a global leader in the design, manufacturing, and distribution of high-performance solid-state storage solutions and premium computer components. Offering a complete spectrum of solid-state drives (SSDs), OCZ provides SSDs in a variety of form factors and interfaces (i.e. PCIe, SAS and SATA) to address a wide range of client and enterprise applications. Having developed firmware and controller platforms, to virtualization and endurance extending technologies, the company delivers vertically integrated solutions enabling transformational approaches to how digital data is captured, stored, accessed, analyzed and leveraged by customers. For more information, please visit: www.ocztechnology.com.
Forward Looking Statements
Certain statements in this release relate to future events and expectations and as such constitute forward-looking statements involving known and unknown factors that may cause actual results of OCZ Technology Group, Inc. to be different from those expressed or implied in the forward-looking statements. In this context, words such as “will,” “would,” “expect,” “anticipate,” “should” or other similar words and phrases often identify forward-looking statements made on behalf of OCZ. It is important to note that actual results of OCZ may differ materially from those described or implied in such forward-looking statements based on a number of factors and uncertainties, including, but not limited to, market acceptance of OCZ’s products and OCZ’s ability to continually develop enhanced products; adverse changes both in the general macro-economic environment as well as in the industries OCZ serves, including computer manufacturing, traditional and online retailers, information storage, internet search and content providers and computer system integrators; OCZ’s ability to efficiently manage material and inventory, including integrated circuit chip costs and freight costs; and OCZ’s ability to generate cash from operations, secure external funding for its operations and manage its liquidity needs. Other general economic, business and financing conditions and factors are described in more detail in “Item 1A — Risk Factors” in Part I in OCZ’s Annual Report on Form 10-K filed with the SEC on May 14, 2012, and statements made in other subsequent filings. The filing is available both at www.sec.gov as well as via OCZ’s website at www.ocztechnology.com. OCZ does not undertake to update its forward-looking statements.
TranSwitch (TXCC) Completes Licensing Agreements Totaling $4 Million
TranSwitch Corporation (NASDAQ: TXCC), a leading provider of semiconductor solutions in the rapidly growing consumer electronics and telecommunications markets, today announced the recent completion of two licensing agreements with major network equipment OEMs for a combined amount of approximately $4 million. The agreements provide for the licensing of proprietary software enabling critical voice-over-IP gateway (VoIP gateway) functionality. The two contracts include software licenses, consulting, and training. Most of the proceeds from the announced IP contracts are expected to be collected in the current (fourth) quarter.
“The licensed software is the product of many years of development and deployment in major telecom carriers and enables our licensees to continue future upgrades and investment in their Voice-over-IP products. As part of this arrangement, TranSwitch will continue to supply its telecom IC products,” said Dr. Ali Khatibzadeh, president and CEO of TranSwitch. “We are currently pursuing additional licensing opportunities with other telecom customers and I am pleased with the progress we are making in licensing both our telecom software and our High Speed Interconnect Intellectual Property cores. In addition, we are making solid progress in marketing our telecommunication patent portfolio which should yield a successful outcome.”
About TranSwitch Corporation
TranSwitch Corporation (Nasdaq: TXCC) provides innovative integrated circuit (IC) and intellectual property (IP) solutions that deliver core functionality for video, voice, and data communications equipment for the customer premises and network infrastructure markets. For the customer-premises market, we offer multi-standard, high-speed interconnect solutions enabling the distribution and presentation of high-definition (HD) video and data content for consumer electronics applications. We also provide a family of best-in-class communications processors. For the network infrastructure market we provide integrated multi-core network processor System-on-a-Chip (SoC) solutions for Fixed, 3G and 4G Mobile, VoIP and Multimedia applications. TranSwitch’s customers are leading consumer electronics and telecom equipment companies around the globe. To learn more, please visit http://www.transwitch.com or follow us on Facebook or Twitter.
Safe Harbor Statement
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to certain risks, uncertainties and assumptions. These risks and uncertainties, which are more fully described in TranSwitch’s Annual and Quarterly Reports filed with the Securities and Exchange Commission, include changes in market conditions in the industries in which the Company operate and risks in product development and market acceptance of and demand for TranSwitch’s products and products developed by TranSwitch’s customers. Should one or more of these risks or uncertainties materialize, or should the assumption prove incorrect, actual results may vary in material aspects from those currently anticipated.
Net 1 (UEPS) Makes Further Statement Regarding U.S. Government Investigations
JOHANNESBURG, SOUTH AFRICA — (Marketwire) — 12/05/12 — Net 1 UEPS Technologies Inc. (NASDAQ:UEPS)(JSE:NT1). On December 4, 2012, we made public disclosure through a filing with the Securities and Exchange Commission (“SEC”) that we have received letters from the U.S. Department of Justice, Criminal Division (“DOJ”) and the SEC informing us that they are conducting investigations concerning our company. We recognize that the announcement of these investigations raises questions and concerns about our company and our SASSA contract.
As a preliminary matter, we believe that it is important to note that these investigations are investigations and not findings of wrongdoing on the part of any person and that we are fully cooperating with the investigations.
We want to assure our stakeholders that we are continuing to provide the South African government with our payment delivery service to the millions of South Africans who depend on us to deliver their social security grants in a timely and efficient manner and that we have no reason to believe that these investigations will impact our ability to continue to do so.
These investigations appear to be directed at matters which are similar to those that were the subject of articles which appeared in various South African newspapers after AllPay Consolidated Investment Holdings (Pty) Limited (“AllPay”) instituted legal proceeding in the South African courts to set aside the contract awarded to us in January 2012 by SASSA. AllPay was an unsuccessful bidder for the SASSA contract. The litigation and allegations are summarized below.
-- AllPay launched an application out of the North Gauteng High Court, Pretoria on February 8, 2012. The application consisted of two parts, parts A and B. Part A was an urgent application for an order interdicting SASSA and us from taking any steps to implement the tender award, pending the outcome of part B, which was an application for an order reviewing and setting aside the award of the tender and service level agreement entered into pursuant thereto. -- Part A was scheduled for a hearing on February 21, 2012. On the hearing date, AllPay abandoned part A of the application and approached the Deputy Judge President for a preferred hearing in respect of part B. -- The hearing of part B was originally scheduled for April 11 to 13, 2012 but was rescheduled to May 29 to 31, 2012. -- Subsequent to AllPay having launched its court application, articles appeared in South African newspapers, most prominently The Mail and Guardian and The Sunday Independent, containing allegations of corruption in relation to the tender award. AllPay, whom we believe was responsible for instigating these allegations, was unsuccessful when it attempted to introduce the articles' allegations into the court record. -- In late August 2012, the court declined to set aside our contract but ruled that the process followed by SASSA was illegal and invalid. The court also awarded costs of various aspects of the case against AllPay, SASSA and us. -- After the High Court ruling, AllPay sought to have the Constitutional Court of South Africa hear an urgent appeal of the High Court's judgment, which was rejected by the Constitutional Court on the basis that it was not in the interest of justice to hear the matter at this stage. -- We, SASSA and AllPay have appealed the High Court's ruling to the South African Supreme Court of Appeal. This appeal is expected to be heard during the first court term of 2013, although no date has been set yet. -- In September 2012, AllPay complained to the JSE Limited ("JSE") that our disclosures concerning these matters were inadequate or inaccurate. The JSE rejected AllPay's claim and its subsequent request that the ruling be reconsidered.
As is customary, we do not intend to comment further until the investigations have been concluded.
About Net1 (www.net1.com)
We are a leading provider of alternative payment systems that leverage our Universal Electronic Payment System, or UEPS, to facilitate biometrically secure real-time electronic transaction processing to unbanked and under-banked populations of developing economies around the world in an online or offline environment. In addition to payments, UEPS can be used for banking, healthcare management, payroll, remittances, voting and identification.
We operate market-leading payment processors in South Africa, Republic of Korea, Ghana and Iraq. In addition, our proprietary Mobile Virtual Card technology offers secure mobile payments and banking services in developed and emerging countries.
We have a primary listing on the Nasdaq and a secondary listing on the JSE Limited.
Forward-Looking Statements
This announcement contains forward-looking statements that involve known and unknown risks and uncertainties. A discussion of various factors that cause our actual results, levels of activity, performance or achievements to differ materially from those expressed in such forward-looking statements are included in our filings with the Securities and Exchange Commission. We undertake no obligation to revise any of these statements to reflect future events.
Contacts:
Net 1 UEPS Technologies Inc.
Dhruv Chopra
Vice President of Investor Relations
+1-212-626-6675
dchopra@net1.com
U.S. Bank Partners with Mitek (MITK) for Mobile Photo Bill Pay
U.S. Bank, fifth-largest bank in the United States and lead bank of U.S. Bancorp (NYSE: USB), and Mitek Systems (NASDAQ: MITK), a leading mobile imaging software solutions provider and the pioneer of Mobile Deposit® technology, have entered into a strategic mobile technology partnership to offer Mitek’s Mobile Photo Bill Pay™ product to U.S. Bank customers.
Mobile Photo Bill Pay will allow U.S. Bank customers to set up bill payments by simply snapping a picture of their paper bill using their camera-enabled smartphone or tablet. The new feature eliminates the need to manually enter biller and payment information, and allows the customer to make bill payments directly from their mobile device.
Partnering with Mitek, and leveraging its Mobile Photo Bill Pay product, U.S. Bank will be the first leading financial institution to offer this innovative service to customers in early 2013.
“Mobile banking and mobile payments continue to be a priority for U.S. Bank as we take advantage of new technology and deliver added convenience to customers via their mobile devices,” said Niti Badarinath, senior vice president and head of mobile banking at U.S. Bank. “U.S. Bank has been a leader in mobile banking and mobile payments since we first piloted a contactless payment solution in 2008, and were one of the first banks to offer a mobile check deposit feature in 2010. Our investment in mobile innovation will remain strong as we enter into 2013.”
“Our partnership with U.S. Bank underscores both companies’ deep commitment to innovation and customer satisfaction,” said James DeBello, president and chief executive officer of Mitek Systems. “We believe that Mobile Photo Bill Pay is the next killer app for financial services, and we’re delighted that U.S. Bank is leading the mobile banking charge. Mobile Photo Bill Pay builds on the success of Mitek’s Mobile Deposit technology, used by millions of consumers around the country to make billions of dollars in deposits, and enables the next logical step in U.S. Bank’s mobile strategy. Together we will redefine what consumers expect from their mobile banking experience with the convenience of anywhere, anytime deposits, bill payments and more.”
Mitek’s Mobile Photo Bill Pay (patent-pending) enables consumers with a smartphone or tablet to simply take a picture of a bill or remittance coupon; the technology then automatically extracts relevant information from the paper bill and auto-populates the fields required to make a mobile payment. The consumer then schedules the payment and clicks “pay.” Mitek’s unique and template-free imaging technology gives consumers a convenient new bill payment option via their mobile device. Consumers can quickly add a new payee to their online bill pay, pay one-time or non-recurring bills, and set up recurring bills and payments from anywhere, at anytime. The ability to add a new payee with a mobile device is a key competitive advantage over existing mobile bill pay applications.
About Mitek
Headquartered in San Diego, Mitek Systems (NASDAQ: MITK) is a mobile imaging software solutions provider that allows users to remotely deposit checks, pay their bills, get insurance quotes, and transfer credit card balances by snapping a picture with their camera-equipped smartphones and tablets instead of using the device keyboard. Mitek’s technology increases convenience for the consumer by eliminating the need to go to the bank branch or automated teller machine, and dramatically reduces processing and customer acquisition costs while increasing customer retention. With a strong patent portfolio, Mitek is positioned as the leading innovator in mobile imaging software and currently provides its solutions to Fortune 500 financial services companies. For more information about Mitek, please visit http://www.miteksystems.com. MITK-G
About
U.S. Bancorp (NYSE: USB), with $352 billion in assets as of Sept. 30, 2012, is the parent company of U.S. Bank, the 5th largest commercial bank in the United States. The company operates 3,086 banking offices in 25 states and 5,080 ATMs and provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses and institutions. U.S. Bancorp and its employees are dedicated to improving the communities they serve, for which the company earned the 2011 Spirit of America Award, the highest honor bestowed on a company by United Way. Visit U.S. Bancorp on the web at www.usbank.com.
Young Innovations (YDNT) Announces Definitive Agreement to be Acquired by Linden Capital
–Shareholders to receive $39.50 per share in cash– –Transaction valued at approximately $314 million– –Young Innovations Board of Directors Unanimous in its Recommendation–
ST. LOUIS, Dec. 4, 2012 /PRNewswire/ — Young Innovations, Inc. (Nasdaq: YDNT) (the “Company” or “Young”) today announced that it has entered into a definitive agreement to be acquired by an affiliate of Linden Capital Partners, a Chicago-based private equity firm that focuses on middle market leveraged buyout investments in the healthcare and life science industries.
Under the terms of the agreement, holders of outstanding shares of common stock of Young will receive $39.50 per share, representing a 12.5% premium to the 30-day average closing stock price. The agreement was unanimously approved by Young’s Board of Directors.
Commenting on the transaction, Alfred E. Brennan, Chairman and Chief Executive Officer, and Arthur Herbst, President of Young, said, “This offer creates outstanding value for our shareholders and rewards our shareholders for the successful strategies employed by management and employees. This reflects the strength of Young’s brands, strong customer relationships, and many years of successful growth in sales and earnings. Linden has a proven record of creating value in successful companies in healthcare and life science sectors and will enable the Company to further grow our business. We view this merger as delivering significant value to our shareholders, and as a result the Board unanimously recommends the offer to our shareholders.”
“Young Innovations is a well-established leader in oral care with an impressive record of performance driven by its portfolio of high quality products and a talented team of employees,” noted Tony Davis, a Managing Partner at Linden. “Linden has successful experience and a dedicated team in oral care, and we are excited to welcome Young as our latest platform for growth in the sector.”
A special meeting of Young’s shareholders will be held after the preparation and filing of a proxy statement with the Securities and Exchange Commission and subsequent mailing to shareholders. If the merger is approved by shareholders, the transaction is expected to close in the first quarter of calendar year 2013. The transaction is subject to various closing conditions, including the receipt of regulatory approvals, but is not subject to a financing condition. Upon completion of the acquisition, Young will become a private company, wholly owned by an affiliate of Linden.
Under the terms of the definitive merger agreement, Young is permitted to solicit alternative acquisition proposals from third parties through January 12, 2013 and intends to consider any such proposals. There can be no assurances that the solicitation of such proposals will result in an alternative acquisition transaction. It is not anticipated that any developments will be disclosed with regard to this process unless the Company’s Board of Directors makes an affirmative decision to proceed with an alternative acquisition proposal. In addition, Young may, at any time, subject to the terms of the definitive merger agreement, respond to unsolicited alternative acquisition proposals. The definitive merger agreement also contains certain break-up fees payable to each party in connection with the termination of the definitive merger agreement under certain circumstances.
Robert W. Baird & Co. Incorporated is acting as exclusive financial advisor to Young and has provided a fairness opinion to the Young Board of Directors. McDermott Will & Emery LLP is serving as Young’s outside counsel. Kirkland & Ellis LLP is serving as legal counsel to Linden.
About Young Innovations, Inc.:
Young develops, manufactures and markets supplies and equipment used by dentists, dental hygienists, dental assistants and consumers. The Company’s consumables product offering includes disposable and metal prophy angles, prophy cups and brushes, dental micro-applicators, moisture control products, infection control products, dental handpieces (drills) and related components, endodontic systems, orthodontic toothbrushes, flavored examination gloves, children’s toothbrushes, and children’s toothpastes. In addition, the Company offers a line of diagnostic products that includes panoramic X-ray machines and related supplies. The Company believes it is a leading U.S. manufacturer or distributor of prophy angles and cups, liquid surface disinfectants, dental micro-applicators and obturation units designed for warm, vertical condensation.
About Linden Capital Partners:
Linden Capital Partners is a Chicago-based private equity firm focused exclusively on leveraged buyouts in the healthcare and life science industries. Linden’s strategy is based upon three elements: i) healthcare and life science industry specialization, ii) integrated private equity and operating expertise, and iii) strategic relationships with large corporations. Linden currently has investments in middle market platforms in the products, distribution, and services segments of healthcare.
Forward-Looking Statements:
This press release contains disclosures that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Young Innovations, Inc. (“Young” or the “Company”) and the proposed merger. Forward-looking statements include statements in which we use words such as “expect,” “believe,” “anticipate,” “intend,” or similar expressions. These forward-looking statements are based upon information presently available to the Company’s management and are inherently subjective, uncertain and subject to change, due to any number of risks and uncertainties. Factors that could cause events not to occur as expressed in the forward-looking statements in this press release include, but are not limited to, unanticipated delays; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted with respect to the proposed merger; and the inability to complete the merger due to the failure to obtain shareholder approval for the merger or the failure to satisfy other closing conditions, including the receipt of required regulatory approvals, as well as other risk factors detailed in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2012 under the captions “Forward Looking Statements” and “Risk Factors” and otherwise in the Company’s reports and filings with the Securities and Exchange Commission. Many of these factors are beyond our ability to control or predict. You should not place undue reliance on any forward-looking statements, since those statements speak only as of the date that they are made. Young assumes no obligation to update, revise or correct any forward-looking statements after the date of this press release or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise, except as otherwise may be required by law.
Additional Information about the Merger and Where to Find It:
This communication may be deemed to be solicitation material with respect to the proposed acquisition of Young by an affiliate of Linden Capital Partners. In connection with the proposed merger, Young intends to file a preliminary proxy statement and file or furnish other relevant materials with the Securities and Exchange Commission, or the SEC. Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed to the shareholders of the Company. INVESTORS AND SECURITY HOLDERS OF YOUNG ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT MATERIALS FILED OR FURNISHED WITH THE SEC, INCLUDING THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE MERGER. The proxy statement and other relevant materials (when they become available), and any and all documents filed or furnished by Young with or to the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders of Young may obtain free copies of the documents filed or furnished by Young with or to the SEC by directing a written request to Young Innovations, Inc., Investor Relations, 13705 Shoreline Court East, Earth City, Missouri, (314) 344-0010.
Participants in the Solicitation:
Young and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Young with respect to the special meeting of shareholders that will be held to consider the proposed merger. Information about those executive officers and directors of Young and their ownership of Young’s common stock is set forth in Young’s Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on April 5, 2012, and is supplemented by other public filings made, and to be made, with the SEC by Young. Information regarding the direct and indirect interests of Young, its executive officers and directors and other participants in the solicitation, which may, in some cases, be different from those of Young’s security holders generally, will be set forth in the proxy statement relating to the merger when it becomes available.
WidePoint (WYY) Subsidiary iSYS Awarded Contract to Provide Telecom Expense Management
MCLEAN, Virginia, Dec. 4, 2012 /PRNewswire/ — WidePoint Corporation (NYSE Mkt: WYY), a leading provider of cloud-based telecommunications life-cycle and trusted cybersecurity management announced today that its wholly owned subsidiary, iSYS, LLC (“iSYS”), has been awarded a new contract to provide mobile Telecom Expense Management Services (TEMS) to the National Science Foundation (NSF). The contract has a base period of one year with two one-year option periods. The contract is worth up to $211K including all option periods.
iSYS will provide a comprehensive and customized TEMS solution to the NSF through the General Services Administration’s (GSA) Federal Strategic Sourcing Initiative (FSSI) TEMS Contract. The NSF TEMS program will encompass the full lifecycle management of NSF’s wireless telecommunications assets.
“iSYS is honored to be selected by the National Science Foundation to provide TEMS,” said Jin Kang, President of iSYS. “We look forward to working with the NSF to maximize its mobile resources and budget.” iSYS TEM solutions combine telecom industry expertise, managed services and the company’s award-winning, customizable web-based portal – called ITMS© for “Intelligent Telecommunication Management System” – to drive efficiency and cost reduction. ITMS© is recognized for meeting U.S. Department of Defense’s Gold Disk Standard for Data Security.
“It is an exciting time to work with the Federal Government as a mobile expense management provider,” said Kang. “The Federal CIO Council, GSA and the Digital Services Innovation Center are championing innovative solutions to build a more efficient and effective government through the Digital Government Strategy. Our TEMS solution addresses a key goal of the Digital Government Strategy: Enterprise-wide mobile device and wireless service contract inventory management and optimization.” iSYS TEMS solutions to date have been delivering 30-65% NET savings on mobile budgets to numerous Federal Government agencies, including the Department of Veteran Affairs VA Capitol Health Care Network (VISN5), Transportation Security Administration, Centers for Disease Control and Prevention, U.S. Army Corps of Engineers, U.S. Customs and Border Protection and the Department of Defense’s Washington Headquarter Services, among others.
“We are pleased that our TEMS solution is the choice of yet another Federal agency, the National Science Foundation,” said Steve Komar, WidePoint CEO & Chairman. “With all Federal agencies needing to develop, manage and optimize their mobile device and contract service inventories, we are confident that our TEMS solution will continue to be the preferred choice of agencies seeking to substantially reduce their mobile costs.”
About iSYS, LLC:
iSYS, LLC (www.isysllc.com) is a leading provider of telecom management services and has delivered innovative Information Technology solutions to U.S. Federal, State and Local government agencies and commercial clients since 1999. iSYS provides Telecom Expense Management Solutions. iSYS is based in McLean, Virginia. For more information, visit http://www.isysllc.com.
About WidePoint:
WidePoint is a specialist in providing telecommunications management and cybersecurity solutions utilizing its advanced information technology products and services. WidePoint has several wholly owned subsidiaries holding major government and commercial contracts. WidePoint enables organizations to deploy fully compliant IT services in accordance with government-mandated regulations and advanced system requirements. For more information, visit www.widepoint.com.
For More Information: |
|
Jim McCubbin, EVP & CFO |
Brett Maas or David Fore |
WidePoint Corporation |
Hayden IR |
7926 Jones Branch Drive, Suite 520 |
(646) 536-7331 |
McLean, VA 22102 |
brett@haydenir.com |
(703) 349-2577 |
|
jmccubbin@widepoint.com |
|
Netflix (NFLX) and Walt Disney Announce Multi-Year Premium Pay TV
Netflix and The Walt Disney Studios Announce Multi-Year Premium Pay TV Window Agreement in the United States
Netflix Members to Enjoy Watching High Quality Films from Disney, Walt Disney Animation Studios, Pixar Animation Studios, Marvel Studios and Disneynature
BEVERLY HILLS and BURBANK, Calif., Dec. 4, 2012 /PRNewswire/ — Netflix Inc. (Nasdaq:NFLX) and The Walt Disney Company (NYSE:DIS) today announced a new multi-year licensing agreement that will make Netflix the exclusive U.S. subscription television service for first-run live-action and animated feature films from The Walt Disney Studios.
(Logo: http://photos.prnewswire.com/prnh/20101014/SF81638LOGO)
Beginning with its 2016 theatrically released feature films, new Disney, Walt Disney Animation Studios, Pixar Animation Studios, Marvel Studios and Disneynature titles will be made available for Netflix members to watch instantly in the pay TV window on multiple platforms, including television, tablets, computers and mobile phones. Also included in the agreement are high-profile Disney direct-to-video new releases, which will be made available on Netflix starting in 2013.
Separately, Disney and Netflix have reached agreement on a multi-year catalog deal that today brings to U.S. Netflix members such beloved Disney movies such as “Dumbo,” “Pocahontas” and “Alice in Wonderland.”
“Disney and Netflix have shared a long and mutually beneficial relationship and this deal will bring to our subscribers, in the first pay TV window, some of the highest-quality, most imaginative family films being made today,” said Ted Sarandos, Chief Content Officer at Netflix. “It’s a bold leap forward for Internet television and we are incredibly pleased and proud this iconic family brand is teaming with Netflix to make it happen.”
“With this cutting-edge agreement, we are thrilled to take our highly valued relationship with Netflix to the next level by adding Disney’s premier films to their programming line-up,” said Janice Marinelli, President, Disney-ABC Domestic Television. “Netflix continues to meet the demands of its subscribers in today’s rapidly evolving digital landscape, and we are delighted that they will have much earlier access to our top-quality and entertaining slate,” she continued.
Financial terms of the agreement were not disclosed.
About Netflix
Netflix is the world’s leading Internet television network with more than 30 million members in 40 countries enjoying more than one billion hours of TV shows and movies per month, including original series. For one low monthly price, Netflix members can watch as much as they want, anytime, anywhere, on nearly any Internet-connected screen. Members can play, pause and resume watching, all without commercials or commitments. Learn more about how Netflix (NASDAQ: NFLX) is pioneering Internet television at www.netflix.com or follow Netflix on Facebook and Twitter.
About The Walt Disney Studios
For more than 85 years, The Walt Disney Studios has been the foundation on which The Walt Disney Company was built. Today, the Studio brings quality movies, music and stage plays to consumers throughout the world. Feature films are released under the following banners: Disney, including Walt Disney Animation Studios and Pixar Animation Studios; Disneynature; Marvel Studios; and Touchstone Pictures, the banner under which live-action films from DreamWorks Studios are distributed. The Disney Music Group encompasses the Walt Disney Records and Hollywood Records labels, as well as Disney Music Publishing. The Disney Theatrical Group produces and licenses live events, including Disney on Broadway, Disney On Ice and Disney Live!.
Biostar (BSPM) $8 Million Agreement to Manufacture and Supply Xijing Military Hospital
XIANYANG, China, Dec. 4, 2012 /PRNewswire/ — Biostar Pharmaceuticals, Inc. (NASDAQ GM: BSPM) (“Biostar” or “the Company”), a PRC-based manufacturer and marketer of pharmaceutical and health supplement products in China for a variety of diseases and conditions, today announced that on November 26, 2012, it signed another one-year agreement valued at approximately $8 million to manufacture and supply Xijing Military Hospital with 16 new drugs used to treat a variety of diseases such as pharyngitis, nasopharynx, gastroenteropathy, nephropathy, asthma, hyperplasia of mammary glands, dermatosis, gynecological diseases, etc.
The material terms of this agreement are similar to those of the first two one-year agreements signed with the same hospital in September and October 2012 for $3.6 million and $3.0 million, respectively. With this new agreement, Biostar will be manufacturing a total of 24 drugs for Xijing Military Hospital (10 granules, 13 capsules, and one powder drug) with a combined value of $14.6 million.
Ronghua Wang, Biostar’s Chief Executive Officer and Chairman, commented, “We are pleased to have signed another drug manufacturing contract with Xijing Military Hospital as we continue to expand our drug portfolio with high quality products that are manufactured specifically for the needs of this hospital. The signing of these agreements is a result of our hard work to quickly complete experimental tests, trial production, and pass manufacturing technology and quality inspections. These types of contracts have the potential to generate substantial revenues, have very low sales expenses and a much shorter sales cycle.”
Mr. Wang continued, “These agreements mark the initial step of our strategic partnership with The Fourth Military Medical University (‘FMMU’), one of China’s most prestigious military medical universities and research centers. As previously announced, we are working to become a strategic partner of FMMU in the fields of research and product development and also to become a production base for manufacturing drugs specifically for the needs of China’s military.”
About Biostar Pharmaceuticals, Inc.
Biostar Pharmaceuticals, Inc., through its wholly owned subsidiary and controlled affiliate in China, develops, manufactures and markets pharmaceutical and health supplement products for a variety of diseases and conditions. The Company’s most popular product is its Xin Aoxing Oleanolic Acid Capsule, an over-the-counter (“OTC”) medicine for chronic hepatitis B, a disease affecting approximately 10% of the Chinese population. For more information please visit: http://www.biostarpharmaceuticals.com.
Safe Harbor relating to the Forward-Looking Statements
Certain statements in this release concerning our future growth prospects are forward-looking statements, within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The company uses words and phrases such as “guidance,” “forecasted,” “projects,” “is expected,” “remain confident,” “will” and similar expressions to identify forward-looking statements in this press release, including forward-looking statements. Undue reliance should not be placed on forward-looking information. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Biostar and described in the forward-looking information contained in this news release. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding the Company’s ability to complete and deliver the products in accordance with the terms of the agreement with the hospital, risks relating to the Company’s expectations relating to its future drug sales, the Company’s ability to recover its sales and revenue for the gel capsule segment of its business, the state of consumer confidence and market demand or the Company’s products, success of our investments, risks and uncertainties regarding fluctuations in earnings, our ability to sustain our previous levels of profitability including on account of our ability to manage growth, intense competition, wage increases in China, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, our ability to successfully complete and integrate potential acquisitions, withdrawal of governmental fiscal incentives, political instability and regional conflicts and legal restrictions on raising capital or acquiring companies outside China. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings including our most recent Annual Report on Form 10-K for the year ended December 31, 2011, and other subsequent filings. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to shareholders. We do not undertake to update any forward-looking statements that may be made from time to time by or on our behalf.
For more information contact: |
|
BioStar Pharmaceuticals, Inc. |
The Equity Group, Inc. |
Zack Pan, CFO |
Lena Cati |
Tel: 405-996-8829 |
Tel: 212-836-9611 |
Email: zpan@aoxing-group.com |
Email: lcati@equityny.com |
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