Archive for March, 2015
(CKEC) New Smyrna Lux 12 Entertainment Complex in New Smyrna Beach
Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3-D motion picture exhibitor, today announced the grand opening of the New Smyrna Lux 12 entertainment complex featuring the beautifully appointed luxury electric reclining leather seats in New Smyrna Beach, Florida (1404 South Dixie Freeway). The theatre will open at 11:00am (local time) on Friday, March 13, 2015. Grand opening weekend will feature the finest Hollywood entertainment including the debut of Disney’s highly anticipated Cinderella and 20th Century Fox’s Run All Night. Visit www.carmike.com for exact show times and to purchase tickets.
To celebrate the New Smyrna Lux 12’s debut, guests that attend the theatre will enjoy additional promotions to include:
Stimulus Tuesday – $2 popcorn and $2 fountain drinks with ticket purchase every Tuesday.
Super Bargain Matinee – $5.75 admission prices for all movies between 4:00 pm and 5:30 pm. Standard surcharges for 3-D and special showings apply.
The new 12-screen theatre seats over 1,200 guests in impressive comfort with all auditoriums in this leading-edge entertainment complex equipped with tiered level seating allowing for optimal visibility, comfortable high-back electric reclining luxury seats, retractable armrests and convenient cup holders. The auditoriums in the New Smyrna Lux 12 are equipped with large, wall-to-wall screens, DLP DIGITAL projection and surround sound. Among the other first-class amenities of the new theatre is an upscale lobby area featuring one-stop ticketing with concessions stations for the convenience of all guests.
“We are delighted to bring this prestigious entertainment complex along with the superior service of our associates to moviegoers in New Smyrna Beach, Florida and surrounding communities. At each Carmike location we remain committed to our focus on providing valued guests with first-class amenities and a luxurious environment offering our one-of-a-kind experience. Through bigger screens, better sound, a cutting-edge presentation, and the distinct comfort of our seating we offer a superior entertainment experience that remains unique to Carmike Cinemas,” stated David Passman, Carmike Cinemas President and Chief Executive Officer. “The highly anticipated atmosphere of the New Smyrna Lux 12 complements our vision of bringing this incredible facility to our guests in the New Smyrna Beach area.”
To further enhance the premium experience, Carmike’s customized systems are tuned to a 7.1 speaker array with 16 channels, upgradeable to 11.1 surround sound. This QSC digital audio system is a true revolution in sound technology, with digital audio processing supported by quad-amplified, 4-way speakers, and 21-inch subwoofers.
About Carmike Cinemas
Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and one of the nation’s largest motion picture exhibitors. Carmike has 272 theatres with 2,894 screens in 41 states. The circuit includes 46 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 28 “BigDs,” 16 IMAX auditoriums and two MuviXL screens. As “America’s Hometown Theatre Chain” Carmike’s primary focus is mid-sized communities. Visit www.carmike.com for exact show-times and to purchase tickets.
Carmike Cinemas, Inc.
Crystal Trawick, 706-576-3432
Marketing Project Manager
ctrawick@carmike.com
or
Shannon Sailors, 706-576-3462
Director of Advertising
ssailors@carmike.com
or
JCIR
Robert Rinderman or Jennifer Neuman
212-835-8500
CKEC@jcir.com
(ICLD) New $2.8 Million Contract for a Multi-Node Contact Center
SHREWSBURY, N.J., March 13, 2015 — InterCloud Systems, Inc. (the “Company or “InterCloud”) (Nasdaq:ICLD), a single-source provider of end-to-end information technology (IT) and next-generation network solutions including Software Defined Networking (SDN) and Network Function Virtualization (NFV) to the telecommunications service provider (carrier) and corporate enterprise markets through cloud solutions and professional services, announced today that it was recently awarded a new contract in support of a multisite and multicity upgrade for a contact center system valued at over $2.8 Million. The services are intended to improve customer experience and provide broader metrics to enable our customer to manage their business. A majority of this solution is expected to be deployed and revenue recognized in the first quarter of 2015.
Chairman and CEO Mark Munro stated, “This is an important win for our sales and engineering team. Our organization continues to prove that we can compete at the highest level for Global accounts. We are excited to see continued growth of large scale business opportunities. InterCloud’s new business backlog continues to grow as does our sales pipeline. We are poised for continued growth throughout 2015.”
About InterCloud Systems, Inc.
InterCloud Systems, Inc. is a single-source provider of end-to-end information technology (IT) and next-generation network solutions including Software Defined Networking (SDN) and Network Function Virtualization (NFV) to the telecommunications service provider (carrier) and corporate enterprise markets through cloud solutions and professional services. InterCloud offers cloud and managed services, professional consulting and staffing services, and infrastructure and applications to assist its customers in meeting their changing technology demands. InterCloud’s cloud solutions offer enterprise and service-provider customers the opportunity to adopt an operational expense model by outsourcing to InterCloud rather than the capital expense model that has dominated in recent decades in IT infrastructure management. Additional information regarding InterCloud may be found on InterCloud’s website at www.intercloudsys.com.
Forward-looking statements:
The above news release contains forward-looking statements. The statements contained in this document that are not statements of historical fact, including but not limited to, statements identified by the use of terms such as “anticipate,” “appear,” “believe,” “could,” “estimate,” “expect,” “hope,” “indicate,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “project,” “seek,” “should,” “will,” “would,” and other variations or negative expressions of these terms, including statements related to expected market trends and the Company’s performance, are all “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. These statements are based on assumptions that management believes are reasonable based on currently available information, and include statements regarding the intent, belief or current expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performances, and are subject to a wide range of external factors, uncertainties, business risks, and other risks identified in filings made by the company with the Securities and Exchange Commission. Actual results may differ materially from those indicated by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based except as required by applicable law and regulations.
CONTACT: Investor Relations InterCloud Systems, Inc. 561-988-1988
(TASR) County Police Department Purchases 400 TASER X26P Smart Weapons
TASER Announces Numerous Weapons Orders
SCOTTSDALE, Ariz., March 12, 2015 — TASER (NASDAQ: TASR) today announced multiple orders of its TASER® brand next generation Smart Weapons and Conducted Electrical Weapons (CEWs). These orders were received in the first quarter and are expected to be shipped in the first quarter of 2015. Please note that the Company has updated it materiality for public release to only include those orders with forty or greater weapon units as of this release.
Significant TASER Weapon orders:
- Athens-Clarke County Police Department (GA): 145 TASER® X26P™ Smart Weapons
- Atlanta Police Department (GA): 100 TASER® X2™ Smart Weapons with TASER® Cam™ HD recorders
- Beckley Police Department (WV): 50 X26Ps, TAP
- Dallas County Hospital District Police Department (TX): 82 X2s, TASER Assurance Plan (TAP)
- DeKalb County Police Department (GA): 400 X26Ps
- Franklin County Sheriff’s Office (OH): 40 X26Ps
- Harris County Sheriff’s Office (TX): 50 X26Ps
- Hawaii Police Department (HI): 44 X2s with TASER Cam HD recorders, upgrade
- International Order: 310 TASER X26 CEWs
- International Order: 150 X2 and 38 X26Ps
- International Order: 140 X2s
- International Order: 50 X2s and 36 X26Ps 36
- Leon County Sheriff’s Department (FL): 50 X2s
- Macon County Sheriff’s Office (IL): 42 X2s
- Madison Police Department (WI): 170 X26Ps
- New Mexico Corrections Department HQ (NM): 88 X26Ps
- Orlando Police Department (FL): 50 X26Ps
- Philadelphia Police Department (PA): 150 X26Ps
- Richmond County Sheriff’s Office (GA): 64 X2s
- Rochester Police Department (MN): 88 X2s
- Saint Matthews Police Department (KY): 40 X26Ps
- Salt River Police Department Police Department (AZ): 85 X2s
- San Mateo County Sheriff’s Office (CA): 40 X26Ps
- Tulsa Police Department (OK): 300 X2s, upgrade, TAP
- Westchester County Police Department (NY): 90 X26Ps
- Winston-Salem Police Department (NC): 58 X2s, upgrade
- Yakima County Sheriff’s Office (WA): 77 X26Ps, TAP
TASER Links
- X2 Photos: http://www.taserbranding.com/law-enforcement-products/taser-cews/x2/press-images-2/
- X26P Photos: http://www.taserbranding.com/law-enforcement-products/taser-cews/x26p/press-images/
TASER Social Media Links
- Facebook: https://www.facebook.com/TASER.International
- TASER Blog: http://blog.taser.com/
- LinkedIn: http://www.linkedin.com/company/71228
- YouTube: http://www.youtube.com/taserinternational1
- Twitter: http://www.twitter.com/OfficialTASER
About TASER International, Inc.
TASER International makes communities safer with innovative public safety technologies. Founded in 1993, TASER first transformed law enforcement with its electrical weapons. TASER continues to define smarter policing with its growing suite of technology solutions, including AXON body-worn video cameras and EVIDENCE.com, a secure digital evidence management platform. More than 139,000 lives and countless dollars have been saved with TASER’s products and services.
Learn more at www.TASER.com and www.EVIDENCE.com or by calling (800) 978-2737.
TASER® is a registered trademark of TASER International, Inc., registered in the U.S. All rights reserved. TASER logo, TASER X26P™, TASER X2™, TASER X26™, TASER Cam™ HD, and AXON are trademarks of TASER International, Inc.
Note to Investors
Please visit http://investor.taser.com, http://blog.taser.com, www.twitter.com/taser_ir, www.twitter.com/officialtaser and https://www.facebook.com/TASER.International where TASER discloses information from time to time about the company, its financial information, and its business.
Visit our Investor Relations Safe Harbor Statement at: http://investor.taser.com/safeHarbor.cfm
For investor relations information please contact Erin Curtis by phone at 480-515-6330 or via email at IR@TASER.com.
CONTACT: | Steve Tuttle |
Vice President of Communications | |
TASER International, Inc. | |
Press@TASER.com |
(EPZM) Reacquires Global Rights from Eisai for First-in-Class EZH2 Inhibitor EPZ-6438
Epizyme, Inc. (NASDAQ:EPZM), a clinical stage biopharmaceutical company creating novel epigenetic therapeutics for cancer patients, announced today that it has reacquired global rights to its EZH2 program, including EPZ-6438, from its partner Eisai Co. Ltd, or Eisai. Under the terms of the agreement, Epizyme will be solely responsible for global clinical development, manufacturing and commercialization in all countries outside of Japan, where Eisai will retain rights. EPZ-6438, a first-in-class inhibitor of EZH2, is currently being evaluated in a Phase 1/2 clinical study for the treatment of B-cell non-Hodgkin lymphoma (NHL) and INI1-deficient solid tumors, such as synovial sarcoma and malignant rhabdoid tumor.
“Over the past seven years, we have been deliberately building Epizyme as an independent, fully integrated oncology company. Obtaining global control of EPZ-6438, a very promising clinical asset, represents an important milestone in the evolution of the Company,” said Robert Gould, Ph.D., President and Chief Executive Officer, Epizyme. “As we began to see the quality and duration of the responses, including two complete responses, in relapsed and refractory NHL and INI1-deficient patients treated with EPZ-6438 as a monotherapy, it became clear to us that having worldwide development and commercialization responsibility for a targeted therapeutic like 6438 would be transformative for Epizyme.”
“With the continued emergence of clinical data on EPZ-6438, it is apparent that this is a therapy with tremendous potential to benefit a variety of patient populations,” said Takashi Owa, Ph.D., Chief Innovation Officer, Eisai Product Creation Systems. “As we re-focus our resources on our later stage programs across therapeutic areas, we believe that Epizyme is well positioned to move EPZ-6438 development forward aggressively. We are pleased that the structure of this agreement allows us to participate in the future success of EPZ-6438.”
Following completion of the transition of EPZ-6438 from Eisai to Epizyme, Epizyme plans to conduct a five-arm Phase 2 study in approximately 150 patients with NHL. This study will evaluate EPZ-6438 in the following patient cohorts:
- Diffuse large B-cell lymphoma, germinal center B-cell-like (GCB) type with wild-type EZH2
- Diffuse large B-cell lymphoma, GCB type with mutant EZH2
- Follicular lymphoma with wild-type EZH2
- Follicular lymphoma with mutant EZH2
- Diffuse large B-cell lymphoma, non-GCB type
The cohort of patients with diffuse large B-cell non-GCB type is expected to include predominantly patients with wild-type EZH2, since the frequency of EZH2 mutations is approximately 5 percent in this sub-population of diffuse large B-cell lymphoma.
In addition, Epizyme plans to initiate a Phase 2 study in adults with INI1-deficient tumors, including synovial sarcoma, and a Phase 1 study in children with INI-1 deficient tumors, including malignant rhabdoid tumors. Epizyme will also continue the clinical pharmacology studies that are part of the Eisai / Epizyme clinical plan.
“We are pleased to lead the development of EPZ-6438, and look forward to further exploring and defining its clinical activity and safety in a range of hematological and solid tumor indications,” said Peter Ho, M.D., Ph.D., Chief Development Officer, Epizyme.
Terms of the Agreement
Under the terms of the agreement, Epizyme will be responsible for global development, manufacturing and commercialization. Epizyme will fund 100 percent of global development costs, and Eisai will fund 100 percent of Japan-specific development costs.
Epizyme will make a $40 million upfront payment to Eisai, with a total of up to $20 million in potential clinical milestone payments and up to $50 million in potential regulatory milestone payments. Epizyme will pay Eisai a royalty at a percentage in the mid-teens on sales of EPZ-6438 outside of Japan, and Eisai will pay Epizyme a royalty at a percentage in the mid-teens on sales in Japan. Eisai will have a limited right of first negotiation for Asia rights if Epizyme decides to license Asia rights to a third party.
Conference Call Information
The Company will discuss details of this transaction and the Company’s development plans for EPZ-6438 on its 2014 financial results conference call, to be held at 7:30 a.m. today, March 12.
To participate in the conference call, please dial 1-877-844-6886 (domestic) or 1-970-315-0315 (international) and refer to conference ID 1428077. The live webcast can be accessed under “Events and Presentations” in the Investor Relations section of the Company’s website at www.epizyme.com.
About EPZ-6438
Epizyme is developing EPZ-6438 for the treatment of non-Hodgkin lymphoma patients and patients with INI1-deficient solid tumors. EPZ-6438 is a small molecule inhibitor of EZH2 developed by Epizyme. In many human cancers, misregulated EZH2 enzyme activity results in misregulation of genes that control cell proliferation—without these control mechanisms, cancer cells are free to grow rapidly.
EPZ-6438 is the second HMTi to enter human clinical development (following Epizyme’s DOT1L inhibitor, EPZ-5676).
Additional information about this program, including clinical trial information, may be found here: http://clinicaltrials.gov/ct2/show/NCT01897571?term=7438&rank=1
About Epizyme, Inc.
Epizyme, Inc. is a clinical stage biopharmaceutical company creating novel epigenetic therapeutics for cancer patients. Epizyme has built a proprietary product platform that the company uses to create small molecule inhibitors of a 96-member class of enzymes known as histone methyltransferases, or HMTs. HMTs are part of the system of gene regulation, referred to as epigenetics, that controls gene expression. Genetic alterations can result in changes to the activity of HMTs, making them oncogenic (cancer-causing). By focusing on the genetic drivers of cancers, Epizyme’s targeted science seeks to match the right medicines with the right patients.
For more information, visit www.epizyme.com and connect with us on Twitter at @EpizymeRx.
Cautionary Note on Forward-Looking Statements
Any statements in this press release about future expectations, plans and prospects for Epizyme, Inc. and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: uncertainties inherent in the initiation of future clinical studies or expansion of ongoing clinical studies, availability and timing of data from ongoing clinical studies, whether interim results from a clinical trial will be predictive of the final results of the trial or the results of future trials, expectations for regulatory approvals, development progress of the Company’s companion diagnostics, availability of funding sufficient for the Company’s foreseeable and unforeseeable operating expenses and capital expenditure requirements, other matters that could affect the availability or commercial potential of the Company’s therapeutic candidates or companion diagnostics and other factors discussed in the “Risk Factors” section of our Form 10-Q filed with the SEC on November 6, 2014, and in our other filings from time to time with the SEC, including our Form 10-K for the year ended December 31, 2014, that will be filed with the SEC. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.
Media/Investors:
Epizyme, Inc.
Manisha Pai, 617-229-7560
mpai@epizyme.com
(LEVYW) & Del Taco Holdings Execution of Merger
Del Taco Holdings, Inc. (“Del Taco” or the “Company”), the second largest Mexican-American QSR chain by units in the United States, operating restaurants under the name Del Taco®, and Levy Acquisition Corp. (“LAC”) (NASDAQ CM: LEVY, LEVYW, and LEVYU) announced today that they have entered into a definitive merger agreement whereby Del Taco will become the sole direct subsidiary of LAC (the “Merger”). Immediately following the Merger, LAC intends to change its name to Del Taco Restaurants, Inc. and will continue to trade on the NASDAQ stock exchange.
Prior to the Merger, Restaurateur Larry Levy’s family and other new investors (“LLI”) will make a private investment of $120 million in the equity of Del Taco. Upon the closing of LLI’s equity investment and prior to Del Taco’s Merger with LAC, Mr. Levy will become Chairman of the Del Taco Board of Directors and partner with management to oversee the Company’s growth and brand building. The LLI purchase price is based on a $500 million enterprise value for Del Taco, excluding transaction costs.
At the Merger, a subsidiary of LAC will merge into Del Taco so that Del Taco becomes a wholly-owned subsidiary of LAC. LAC will acquire Del Taco at the same implied enterprise value as that reflected in LLI’s purchase price. The completion of the proposed business combination is subject to LAC stockholder approval and a limited number of other closing conditions. LAC expects the Merger will be completed in June 2015.
Larry Levy, Chairman and Chief Executive Officer of LAC, commented, “We have been searching to acquire a growing restaurant brand for over a year and when we focused on the iconic Del Taco, we knew it was perfect. The Del Taco brand is well known in Southern California, where it originated in 1964. Del Taco and its franchisees now operate approximately 550 Mexican-American restaurants in 16 states, with the largest concentration of stores in the Pacific Southwest. Del Taco owns just over 300 of the stores with the balance of its system owned and operated by franchisees. I loved the food immediately and quickly understood why Del Taco is considered one of the classic cult brands and has such a loyal following. Del Taco’s menu has fresh, high quality items consisting of classic Mexican-inspired dishes such as tacos, burritos, quesadillas and nachos alongside traditional American favorites including hamburgers and crinkle-cut fries at a great value. To me, it offers the quality and freshness found at Fast Casual concepts but with an average check price that is more typical of a QSR.”
Paul Murphy, President and Chief Executive Officer of Del Taco, said, “We are very excited to be partnering with Larry Levy and LAC. We have always offered the food people crave at a great value but in the last few years we changed the conversation to showcase our working kitchen, our fresh ingredients, and the amount of food preparation that takes place in every store every day – from grilling fresh marinated chicken and chopping vegetables to grating cheese from 40-pound blocks of Cheddar and slow-cooking whole pinto beans from scratch. The results to date have surpassed our expectations with growing average unit volumes and substantial margin improvement. In Del Taco’s Company-owned stores, we have posted 10 consecutive quarters of positive same store sales driven by balanced traffic and check growth.”
Del Taco Brand Highlights
- Second largest US-based Mexican-American QSR chain by number of units, with 547 restaurants across 16 states as of December 30th, 2014, with a balance of Company-operated and franchised restaurants.
- Differentiated QSR+ positioning, delivering speed, convenience and price points typical of QSR with a high quality, fresh menu, and working kitchen typical of Fast Casual.
- Long-term growth opportunity with significant white space both in established and emerging markets with a potential long-term footprint of 2,000 restaurants.
- 2014 system-wide sales of $656.1 million (5.4% year-over-year growth).
- 2014 system-wide same store sales of 5.2% driven by both traffic and check growth.
- 2014 System-wide average unit volume (“AUV”) of $1.2 million.
- Implementation of Del Taco’s Combined Solutions strategy in 2013 included a system-wide reimage program, which has helped to reposition the brand, contributing to the acceleration of same store sales.
Del Taco Management Team
The Del Taco management team, headed by Paul J.B. Murphy, III, President and Chief Executive Officer, Steven L. Brake, Executive Vice President and Chief Financial Officer, John D. Cappasola, Jr., Executive Vice President and Chief Brand Officer; and David Pear, Senior Vice President, Operations, is expected to continue to lead Del Taco following the consummation of the business combination agreement with LAC and will be provided long-term performance-based incentives to ensure tenure and strategic alignment of interests with public stockholders.
LAC Leadership Team
Restaurant industry veteran Larry Levy is expected to serve as the Chairman of Del Taco’s Board of Directors beginning in March. Mr. Levy co-founded Levy Restaurants in 1978 and grew it from a single Chicago delicatessen into an international food service company that generates over one billion dollars in revenue today. He sold Levy Restaurants in two stages, in 2000 and 2006. He is a recognized leader in the hospitality, sports/events catering, and restaurant industries with an excellent reputation in the culinary and hospitality spheres. Mr. Levy founded Levy Family Partners LLC in 2003, a family investment business run alongside two of his sons, Ari Levy and Steve Florsheim. Since inception, Levy Family Partners has made over 200 investments, with more than half in the restaurant, hotel, resort and real estate areas. Notable restaurant operations include Blaze Pizza and Pollo Campero.
Summary of Merger
Under the terms of the definitive merger agreement, Del Taco is commencing a two-step process that will culminate in a business combination with LAC.
In the first step (“Step One”), the Levy family, together with a group of investors brought together by Larry Levy and his team, will purchase $120 million of common equity of Del Taco and Del Taco will increase senior debt by $35.1 million through the use of an Incremental Term Facility and the Revolving Credit Facility under the existing Credit Agreement agented by GE Capital. Under the terms of the investment, the proceeds of the equity infusion and the additional senior debt will be used to retire Del Taco’s subsidiaries’ existing $111 million Senior Subordinated Notes due 2019 and 2022, to acquire approximately $29 million of the existing equity in Del Taco from its current stockholders and to pay transaction expenses. LLI will own approximately 46% of the Company following Step One. Mr. Levy will become the Chairman of the Board of Directors of Del Taco upon the closing of this Step One investment and Ari Levy, the President of LAC, and Steve Florsheim, LAC’s Chief Acquisition Officer, will join the Del Taco Board. Both Ari Levy and Mr. Florsheim are themselves restaurant industry veterans and possess extensive experience both in investing and operating companies. Step One of the Business Combination is anticipated to close in March 2015.
In the second step of the transaction (“Step Two”), a subsidiary of LAC will merge into Del Taco. LAC will pay a per share price (in cash to certain Del Taco stockholders and in stock to all Del Taco stockholders) reflecting the same $500 million valuation to be used at Step One. Concurrent with the Merger, two private investors have agreed to purchase $35 million of unregistered LAC stock for $10.00 per share, which implies an enterprise value of $558 million for the combined business, or less than 9 times its 2015 estimated Adjusted EBITDA (including estimated fees and expenses and the impact of LAC founder shares, other than those subject to an earn out). After redemptions by LAC’s public stockholders, the balance of the approximately $150 million in cash held in LAC’s trust account together with the $35 million in private placement proceeds will be used to pay up to $95 million to original stockholders of Del Taco as merger consideration and to pay transaction expenses. Any additional cash in the trust account will remain on the combined company’s balance sheet and may be used to further reduce senior debt.
Prior to closing the Merger, LAC will provide its current stockholders with the opportunity to redeem their shares of common stock for approximately $10 per share. LAC expects to file its preliminary proxy statement with the Securities and Exchange Commission in March 2015.
Assuming no redemptions by LAC’s public stockholders, at the closing of the Merger, LAC’s ownership will include 8.5% owned by Larry Levy’s family; 31.0% owned by other members of the Step 1 LLI group; 9.3% owned by the private placement shareholders; 40.0% owned by the LAC public shareholders; and 11.2% owned by the original Del Taco shareholders, including management. These percentages do not reflect founder earn-out shares of LAC that are subject to forfeiture. The merger is expected to close in June 2015.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive merger agreement relating to the transaction, a copy of which will be filed by LAC as an exhibit to a Current Report on Form 8-K.
Advisors
Jefferies LLC acted as M&A Advisor to LAC, Citigroup Global Markets Inc. acted as Equity Capital Markets Advisor to LAC; and McDermott, Will & Emery, LLP and Sperling & Slater, PC acted as legal counsel to LAC. William Blair & Co. rendered a fairness opinion to LAC’s Board of Directors. Piper Jaffray and Goldman, Sachs & Co. acted as M&A Advisor to Del Taco, and Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to Del Taco.
Investor Conference Call Information
LAC and Del Taco will host a joint investor conference call to discuss the business combination today, Thursday, March 12, 2015 at 12:00 p.m. ET.
Hosting the conference call will be Larry Levy, Chairman and Chief Executive Officer of LAC; Ari Levy, President and Chief Investment Officer of LAC; Paul Murphy, President and Chief Executive Officer of Del Taco; Steven Brake, Executive Vice President and Chief Financial Officer of Del Taco; and John Cappasola, Executive Vice President and Chief Brand Officer of Del Taco.
Interested parties may listen to the call via telephone by dialing 1-877-407-0789, or for international callers, 1-201-689-8562. A telephone replay will be available shortly after the call and can be accessed by dialing 1-877-870-5176 (confirmation code: 13603905), or for international callers, 1-858-384-5517 (confirmation code: 13603905).
Additional information about the business combination will be included by LAC as an exhibit to a Current Report on Form 8-K that will be furnished to the Securities and Exchange Commission prior to the conference call. Interested parties should visit the SEC website at www.sec.gov.
The conference call webcast and a related investor presentation with more detailed information regarding the business combination transaction will be available at www.levyacquisitioncorp.com. The investor presentation will also be filed today with the Securities and Exchange Commission.
About Levy Acquisition Corp.
Levy Acquisition Corp. is a blank check company formed in October 2013 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. In November 2013, LAC consummated its initial public offering of 15 million units, each unit consisting of one share of common stock and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share. Aggregate proceeds of $150,000,000 from the IPO were placed in trust pending completion of LAC’s initial business combination.
About Del Taco Holdings, Inc.
The Del Taco brand was founded in Southern California in 1964. By 1978, Del Taco had opened its 100th location and reached 5 states. Del Taco and its franchisees now operate approximately 550 restaurants in 16 states, serving more than 3 million guests each week. Del Taco owns just over 300 of the stores in its system with the balance owned and operated by franchisees. Del Taco has announced development deals with franchisees to build stores in Chicago and New Jersey, in addition to the states where it currently operates.
For more information, please visit www.deltaco.com.
Note Regarding Del Taco Financial Information
The financial information and data of Del Taco contained in this press release is derived from Del Taco’s unaudited financial statements and data. The financial results described above are only estimates. Del Taco is continuing to prepare its financial statements for its fourth quarter and fiscal year ended December 30, 2014. Additionally, the financial statements for the fiscal year ended December 30, 2014 will be subject to audit and as a result are subject to adjustment and change.
Forward-Looking Statements
In addition to historical information, this release may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning Del Taco’s possible or assumed future results of operations, business strategies, competitive position, industry environment, potential growth opportunities and the effects of regulation. These statements are based on LAC’s or Del Taco’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside LAC’s or Del Taco’s management’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger for the proposed business combination (the “Business Combination Agreement”); (2) the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain approval of the stockholders of LAC or other conditions to closing in the Business Combination Agreement; (3) the ability to meet NASDAQ’s listing standards following the Merger; (4) the risk that the proposed transaction disrupts current plans and operations of Del Taco as a result of the announcement and consummation of the transactions described herein; (5) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and retain its management and key employees; (6) costs related to the proposed business combination; (7) changes in applicable laws or regulations; and (8) the possibility that Del Taco may be adversely affected by other economic, business, and/or competitive factors.
Forward-looking statements included in this release speak only as of the date of this release. Neither LAC nor Del Taco undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and uncertainties are identified and discussed in LAC’s reports filed with the SEC and available at the SEC’s website at www.sec.gov and the Company’s website at www.levyacquisitioncorp.com.
Additional Information about the Merger and Where to Find It
LAC intends to file with the Securities and Exchange Commission (SEC) a preliminary proxy statement of Levy Acquisition Corp. in connection with the proposed business combination and will mail a definitive proxy statement and other relevant documents to its stockholders. This press release does not contain all the information that should be considered concerning the business combination. It is not intended to provide the basis for any investment decision or any other decision in respect to the proposed business combination. LAC stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with LAC’s solicitation of proxies for the special meeting to be held to approve the business combination, as these materials will contain important information about Del Taco Holdings, Inc. and Levy Acquisition Corp. and the proposed business combination. The definitive proxy statement will be mailed to stockholders of Levy Acquisition Corp. as of a record date to be established for voting on the business combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s Internet site at http://www.sec.gov, or by directing a request to: Levy Acquisition Corp., 444 North Michigan Avenue, Suite 3500, Chicago, IL 60611, attention: Sophia Stratton.
Participants in the Solicitation
Levy Acquisition Corp. and its directors and officers may be deemed participants in the solicitation of proxies to LAC’s stockholders with respect to the transaction. A list of the names of those directors and officers and a description of their interests in LAC is contained in LAC’s proxy statement that was filed with the SEC on November 21, 2014, and will also be contained in the proxy statement for the proposed business combination when available.
Media:
Liz DiTrapano / Christine Beggan of ICR
(646) 277-1226 / (203) 682-8329
or
Investor Relations:
Raphael Gross / Alexis Tessier of ICR
(203) 682-8253 / (310) 954-1107
(NETE) TOT Money Achieves Record Milestone
Russia’s top mobile payments service provider demonstrates noteworthy growth
MIAMI, March 12, 2015 — Net Element, Inc. (NASDAQ: NETE) (“Net Element” or the “Company”), a technology-driven group specializing in mobile payments and value-added transactional services in emerging countries and in the United States, announces that its subsidiary, OOO TOT Money (“TOT Money”), has reached a crucial company milestone by exceeding 1 million recurring mobile payment subscribers in January 2015.
Evidencing impressive market penetration, TOT Money’s monthly processed volume for January 2015 increased by 12% over the prior month and 49% over April 2014, which was when the new TOT Money platform was launched. TOT Money has also seen a double digit, quarter over quarter growth in subscribers during 2014.
This growth reaffirms TOT Money as an industry leader in the growing mobile payments market in Russia where the company captures a 10% share of the overall market, according to a market size assessment by J’son & Partners Consulting report of the Russian Market of Mobile Operators Payments. In addition, TOT Money has maintained the rank as a Top 3 mobile payments provider for 2 consecutive years, according to a rating published by Russia’s 2nd largest telecom provider, OSJC VimpelCom, a wholly owned subsidiary of VimpelCom Ltd, providing services under the “Beeline” brand in Russia.
J’Son & Partners Consulting forecasts the turnover of payments more than 50.6 billion RUB in 2018 and the compound annual growth (CAGR) in the period of 2013 – 2018 is expected to be 31%.
“These incredible January figures reflect our commitment to serving emerging markets with an expansion of innovative services that further propel Net Element as a leading payment-as-a-service provider in Russia and the CIS,” states Net Element CEO Oleg Firer. “We view this achievement as evidence of our continued progression and a confirmation of our solid footing in one of the world’s fastest growing regions.”
TOT Money enables mobile payment processing services for more than 390 million mobile users in Russia through strategic direct agreements and integrations with Top 3 mobile operators such as Mobile TeleSystem, MegaFon and VimpelCom, Ltd.
Benefiting from a powerful suite of TOT Money services such as premium SMS, WAP-click, Internet-click, in-app purchases and other direct-carrier billing integration services, mobile phone users are able to use their devices to make mobile payments by debiting their mobile operator account.
Konstantin Zaripov, general director of Net Element Russia, states, “The results we’ve achieved are a direct result of technology and infrastructure investments made by the Company in this rapidly growing mobile market. The strong foundation we’ve laid will allow for ongoing, rapid growth as the mobile smartphone market continues to expand in Russia and more consumers use mobile payments as a preferred means to conduct secure transactions.”
About Net Element
Net Element (NASDAQ: NETE) is a global technology-driven group specializing in mobile payments and value-added transactional services. The Company owns and operates a global mobile payments and transaction processing provider, TOT Group. TOT Group companies include Unified Payments, recognized by Inc. Magazine as the #1 Fastest Growing Private Company in America in 2012; Aptito, a next generation cloud-based point of sale payments platform; and TOT Money, which has a leading position in Russia and has been ranked as the #1 SMS content provider by Beeline, Russia’s second largest telecommunications operator. Together with its subsidiaries, Net Element enables ecommerce and adds value to mobile commerce environments. Its global development centers and high-level business relationships in the United States, Russia and Commonwealth of Independent States strategically position the Company for continued growth. More information is available at www.netelement.com.
About OOO TOT Money
OOO TOT Money, a subsidiary of Net Element, Inc., is a mobile payment processor and mobile commerce provider that facilitates the payment, aggregation and distribution of secure, modern mobile transactions. TOT Money works with Top 3 mobile operators in Russia to service a wide range of clients including wireless carriers, content providers and merchants. Offering the most profitable rates, a broad array of payment options, and a flexible interface, TOT Money is positioned as an industry leader in the growing mobile payments market in Russia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, whether Net Element or its business continues to grow, whether the recurring subscriber base in TOT Money will be sustained or continue to grow, whether Net Element can secure any additional financing and if such additional financing will be adequate to meet the Company’s objectives. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: (i) Net Element’s ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element’s ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element’s ability to successfully expand in existing markets and enter new markets; (iv) Net Element’s ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element’s business; (viii) changes in government licensing and regulation that may adversely affect Net Element’s business; (ix) the risk that changes in consumer behavior could adversely affect Net Element’s business; (x) Net Element’s ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; (xii) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of further U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
(INVT) Launches Standardized Licensing Initiative for Mobile Device Manufacturers
CAMPBELL, CA–(Mar 9, 2015) – Inventergy Global, Inc. (NASDAQ: INVT) (“Inventergy”), today announced that it has launched a collaborative new Mobile User Device licensing initiative for its 3G/LTE mobility patent portfolio, providing standardized rates and terms to mobile equipment manufacturers. The portfolio includes Standards Essential Patents (SEPs); that is, patents covering technologies that must be used to comply with a technical standard.
Inventergy acquired over 500 patent assets in Mobile Broadband (3G-LTE) Technologies from Panasonic, a global leader in telecommunications and consumer electronics.
Inventergy’s Mobile User Device Portfolio includes at least 34 mobile broadband patent families, consisting of nearly 350 patents having claims directed to mobile end user devices, such as mobile phones, tablets, PCs, modems and mobile hotspots. Inventergy believes at least 15 patent families in this portfolio, consisting of at least 189 patents, contain SEPs covering 3G and LTE communications functionality in end user devices. Such User Device SEPs would generally be subject to fair, reasonable, and non-discriminatory (FRAND) licensing which Inventergy is honoring through its Mobile User Device licensing program.
According to the International Data Corporation (IDC), the worldwide market for mobile handsets is projected to reach over 1 billion worldwide units sold in 2015 and nearly 10 billion cumulatively over the next five years.
Joe Beyers, Chairman and CEO of Inventergy, said, “Today’s announcement marks a major milestone in Inventergy’s evolution as we significantly enhance our existing business to achieve value from our intellectual property. Inventergy’s Mobile User Device licensing initiative demonstrates our holistic and collaborative licensing approach, offering our mobile end user device patents for discussions with mobile phone and device manufacturers. This new initiative enables Inventergy to pursue IP licensing opportunities driven by the global growth in handset and similar mobile end user devices.”
The mobile user device market is one of at least nine market segments addressed by the Inventergy patent portfolios of over 760 telecommunications related patents acquired from industry leaders, Panasonic, Huawei, and Nokia. Many of the patent assets acquired from Panasonic also relate to the mobility infrastructure market.
Inventergy is actively engaged with a number of companies in various market segments. On February 12, 2015, Inventergy announced a $2 million license arrangement with a mid-tier telecommunication company in its IMS/VoIP infrastructure segment.
For more information regarding the Inventergy Mobile User Device Licensing initiative contact Licensing@Inventergy.com.
About Inventergy Global, Inc.
Inventergy Global, Inc. is Silicon Valley-based intellectual property company dedicated to identifying, acquiring and licensing the patented technologies of market-significant technology leaders. Led by IP industry pioneer and veteran Joe Beyers, the Company leverages decades of corporate experience, market and technology expertise, and industry connections to assist Fortune 500 companies in leveraging the value of their innovations to achieve greater returns. For more information about Inventergy Global, visit www.inventergy.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements include statements about our plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. These statements may be identified by the use of words like “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will”, “should”, “seek” and similar expressions and include any projections or estimates set forth herein. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Inventergy and our management team, are inherently uncertain. A more complete description of these risks and uncertainties can be found in our filings with the U.S. Securities and Exchange Commission. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
For further investor and media information contact:
Andrew Haag
IRTH Communications
invt@irthcommunications.com
(866) 976-4784
(ENG) Reports Fourth Quarter and Fiscal Year 2014 Results
HOUSTON, March 12, 2015 — ENGlobal (Nasdaq:ENG), a leading provider of engineering and automation services, today announced its financial results for the fourth quarter and fiscal year ended December 27, 2014.
2014 Fourth Quarter Highlights for Continuing Operations as compared to 2013 Fourth Quarter results:
- Revenue of $26.9 million, a 6.3% increase
- Gross profit margin of 20.4%, an increase of 140 basis points
- Net income of $0.8 million, an increase in net income of $0.4 million
- Earnings of $0.03 per diluted share, an increase from $0.02 per diluted share
On a comparable basis, revenue from the continuing businesses increased to $26.9 million or a 6.3% increase from $25.3 million in the fourth quarter of 2013. ENGlobal reported net income from continuing operations of $0.8 million, or $0.03 per diluted share, for the quarter ended December 27, 2014, compared to income of $0.4 million, or $0.02 per diluted share, for the quarter ended December 28, 2013. During the quarter ended December 27, 2014, the company incurred non-cash expenses for depreciation, amortization and stock compensation of $0.6 million as compared to $0.7 million for the comparable period in 2013.
2014 Fiscal Year Highlights for Continuing Operations as compared to 2013 Fiscal Year results:
- Revenue of $107.9 million, a 21.1% increase
- Gross profit margin of 21.7%, an increase of 530 basis points
- Net income of $6.0 million, an increase from a net loss of $2.3 million
- Earnings of $0.22 per diluted share, an increase from a loss of $0.08 per diluted share
On a comparable basis, revenue from the continuing businesses increased to $107.9 million for the fiscal year ended December 27, 2014, or a 21.1% increase from $89.1 million for the fiscal year ended December 28, 2013. The sale of the Gulf Coast EPCM business in August of 2013 had contributed $79.8 million of revenues for the year ended December 28, 2013. ENGlobal reported net income from continuing operations of $6.0 million, or $0.22 per diluted share, for the fiscal year ended December 27, 2014, compared to a loss of $2.3 million from continuing operations, or a loss of $0.08 per diluted share, for the fiscal year ended December 28, 2013. During the fiscal year ended December 27, 2014, the company incurred non-cash expenses for depreciation, amortization and stock compensation of $2.7 million as compared to $2.2 million for the comparable period in 2013.
Management’s Assessment
Mark Hess, ENGlobal’s Chief Financial Officer, said: “We are proud to have exceeded our financial targets for 2014, which was driven by an increase in margins, consistent project execution, as well as internal growth. We maintained a substantial cash balance and had no borrowings from our working capital lines during 2014. We also successfully replaced our credit facility with a similar three-year facility that will help provide the working capital needed to further our growth.”
William Coskey, P.E., Chairman and Chief Executive Officer of ENGlobal added: “I would like to sincerely congratulate the outstanding men and women of ENGlobal for their contributions toward a successful 2014. We will not be immune to some industry headwinds during 2015, but are currently encouraged by the continued level of spending by our largely midstream and downstream clientele. Having regained our footing once again, we now expect to explore acquisition opportunities for external growth.”
The following table illustrates the composition of the company’s revenue and profitability for its operations for the fiscal years ended December 27, 2014 and December 28, 2013:
Year Ended | Year Ended | |||||||
(in thousands) | December 27, 2014 | December 28, 2013 | ||||||
% of | Gross | Operating | % of | Gross | Operating | |||
Total | Total | Profit | Profit | Total | Total | Profit | Profit | |
Segment | Revenue | Revenue | Margin | Margin | Revenue | Revenue | Margin | Margin |
Engineering & Construction | $ 50,437 | 46.7% | 16.3% | 8.7% | $ 43,901 | 26.0% | 13.9% | 3.3% |
Automation | 57,463 | 53.3% | 26.6% | 21.6% | 45,223 | 26.8% | 19.4% | 12.9% |
Operations sold | — | — | — | — | 79,839 | 47.2% | 8.3% | 4.8% |
Consolidated | $ 107,900 | 100.0% | 21.7% | 6.4% | $ 168,963 | 100.0% | 12.6% | (0.5)% |
The following table illustrates the composition of the company’s revenue and profitability for its operations for the quarters ended December 27, 2014 and December 28, 2013:
Quarter Ended | Quarter Ended | |||||||
(in thousands) | December 27, 2014 | December 28, 2013 | ||||||
% of | Gross | Operating | % of | Gross | Operating | |||
Segment | Total | Total | Profit | Profit | Total | Total | Profit | Profit |
Revenue | Revenue | Margin | Margin | Revenue | Revenue | Margin | Margin | |
Engineering & Construction | $ 12,695 | 47.2% | 15.2% | 7.7% | $ 11,441 | 45.3% | 15.1% | 2.7% |
Automation | 14,211 | 52.8% | 25.1% | 20.2% | 13,813 | 54.7% | 23.3% | 18.8% |
Consolidated | $ 26,906 | 100.0% | 20.4% | 4.8% | $ 25,254 | 100.0% | 19.0% | 1.4% |
The following are certain key operating statistics for the last four quarters. Because the company has undergone significant change, this information may be helpful in analyzing our ongoing business (in thousands):
2014 | Fiscal Year | ||||
Q1 | Q2 | Q3 | Q4 | 2014 | |
Revenue | $ 26,898 | $ 27,170 | $ 26,927 | $ 26,905 | $ 107,900 |
Gross Profit | 6,084 | 5,790 | 6,083 | 5,491 | 23,448 |
Gross Profit Percentage | 22.6% | 21.3% | 22.6% | 20.4% | 21.7% |
General & Administrative Expenses | 4,119 | 4,246 | 4,000 | 4,203 | 16,568 |
Operating Income | 1,965 | 1,544 | 2,083 | 1,288 | 6,880 |
The following table presents certain balance sheet items as of December 27, 2014 and December 28, 2013:
(in thousands) | As of December 27, 2014 | As of December 28, 2013 |
Cash | $ 6,213 | $ 3,955 |
Working capital | 19,440 | 13,575 |
Credit facility balance | — | — |
The Company’s Annual Report on Form 10-K for the year ended December 27, 2014 is expected to be filed with the Securities and Exchange Commission today reflecting these results.
About ENGlobal
ENGlobal (Nasdaq:ENG) is a provider of engineering and automation services primarily to the energy sector throughout the United States and internationally. ENGlobal operates through two business segments: Automation and Engineering. ENGlobal’s Automation segment provides services related to the design, fabrication and implementation of distributed control, instrumentation and process analytical systems. The Engineering segment provides consulting services for the development, management and execution of projects requiring professional engineering, construction management, and related support services. Within the Engineering segment, ENGlobal’s Government Services group provides engineering, design, installation and operation and maintenance of various government, public sector and international facilities, and specializes in the turnkey installation and maintenance of automation and instrumentation systems for the U.S. Defense industry worldwide. Further information about the Company and its businesses is available at www.ENGlobal.com.
Safe Harbor for Forward-Looking Statements
The statements above regarding the Company’s expectations regarding its operations and certain other matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties including, but not limited to: (1) the effect of economic downturns and depressed oil prices; (2) our ability to execute to our internal performance plans such as our post-divestiture outlook, productivity improvement and cost containment initiatives; (3) our ability to attract and retain key professional personnel; (4) our ability to retain existing customers and attract new customers; (5) our ability to realize revenue projected in our backlog and our ability to collect accounts receivable and process accounts payable in a timely manner; (6) our ability to identify, consummate and integrate potential acquisitions; (7) our reliance on third-party subcontractors and equipment manufacturers; (8) our ability to sustain profitability and positive cash flow from operations; (9) our ability to comply with the terms under our new credit facility; (10) operational and political risks in Russia and Kazakhstan along the Caspian Sea; (11) the effect of changes in the prices of oil and natural gas; (12) the effect of changes in laws and regulations with which the Company must comply and the associated costs of compliance with such laws and regulations; and (13) the effect of changes in accounting policies and practices as may be adopted by regulatory agencies. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in ENGlobal’s filings with the Securities and Exchange Commission. In addition, reference is hereby made to cautionary statements set forth in the Company’s most recent reports on Form 10-K and 10-Q, and other SEC filings. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in ENGlobal’s filings with the Securities and Exchange Commission. In addition, reference is hereby made to cautionary statements set forth in the Company’s most recent reports on Form 10-K and 10-Q, and other SEC filings.
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CONTACT: Mark A. Hess (281) 878-1040 ir@ENGlobal.com
(KFX) Announces Transform 2015 Award Winners
Kofax® Limited (NASDAQ and LSE: KFX), a leading provider of smart process applications that simplify and transform the First Mile™ of customer engagement, announced the Transform 2015 award winners last night at the event in Las Vegas. The award ceremony concluded Kofax’s annual customer and partner conference, which drew about 800 attendees from 35 countries.
Companies from around the globe were selected for their innovative and successful implementations of Kofax software and solutions that resulted in significant process improvements, lower operating costs, increased customer response times, and better compliance, control and visibility.
CUSTOMER AWARD WINNERS | |||
Best Use of E-signature or Signature Verification | Best Accounts Payable Solution | ||
Cetelem – BNP Paribas Personal Finance | University Hospitals | ||
Best Use of Business Analytics | Best Mortgage Solution | ||
BPS – Statistics Indonesia | Waterstone Mortgage Corporation | ||
Most Innovative Solution for Data Integration | Best Banking Solution | ||
Union Bank | Banca Popolare di Milano | ||
Best Client Services Solution | Best Advanced Capture Solution | ||
County of Ventura, Human Services Agency | Allstate | ||
Best Implementation of Kofax TotalAgility / Most Transformational Claims Processing SolutionSafe-Guard Products International |
PARTNER AWARD WINNERS | |||||
New Partner of the Year | AMS Partner of the Year | ||||
Konica Minolta Business Solutions – US | iBridge Group, Inc. | ||||
EMEA Partner of the Year | APAC Partner of the Year | ||||
Twofold Limited | Xcellerate IT | ||||
Global Partner of the Year | Best TotalAgility Solution | ||||
Ricoh IT Solutions Co, Ltd. | Ricoh Asia Pacific Operations Ltd. | ||||
Best Innovative Use of Kofax Technology | |||||
Cerner Corporation | |||||
“The innovation represented by the Transform 2015 award winners this year was truly inspiring,” commented Grant Johnson, Chief Marketing Officer at Kofax. “Seeing the range of transformative initiatives these industry leaders implemented to solve pressing problems for their businesses and customers, it’s readily apparent that a customer engagement revolution is underway. These winners are great examples of what’s possible with Kofax software and solutions, and we salute their achievements.”
About Kofax Transform
Kofax Transform is Kofax’s annual end user and reseller conference focused on how to radically transform and simplify the business critical First Mile of customer engagement while optimizing the customer experience and greatly reducing operating costs. The event features a wide range of experts from industry-leading organizations who share how they’ve transformed their businesses using Kofax software. A large percentage of the content is delivered by customers who share real-world best practices in implementing processes that include capture, process management, analytics, mobile capabilities, data integration, e-signature and customer communications management.
About Kofax
Kofax is a leading provider of smart process applications that simplify and transform the First Mile™ of customer engagement. Success in the First Mile can dramatically improve the customer experience, greatly reduce operating costs and increase competitiveness, growth and profitability. Kofax software and solutions provide a rapid return on investment to more than 20,000 customers in financial services, insurance, government, healthcare, supply chain, business process outsourcing and other markets. Kofax delivers these through its direct sales and service organization, and a global network of more than 800 authorized partners in more than 75 countries throughout the Americas, EMEA and Asia Pacific. For more information, visit kofax.com.
© 2015 Kofax Limited. Kofax and TotalAgility are registered trademarks and First Mile is a trademark of Kofax Limited.
Source: Kofax
Media:
Kofax
Laura Brandlin, +1 949-783-1545
Director, Communications
laura.brandlin@kofax.com
or
Investors:
MKR Group Inc.
Todd Kehrli, +1 323-468-2300
kfx@mkr-group.com
(MYL) Launches Generic Subutex® Sublingual Tablets
POTTERS BAR, England and PITTSBURGH, March 11, 2015 — Mylan N.V. (NASDAQ: MYL) and Mylan Inc. today announced the U.S. launch of Buprenorphine Hydrochloride Sublingual Tablets, 2 mg and 8 mg, which is the generic version of Reckitt Benckiser’s Subutex® Sublingual Tablets. Mylan received final approval from the U.S. Food and Drug Administration (FDA) for its Abbreviated New Drug Application (ANDA) for this product, which is indicated for the treatment of opioid dependence and is preferred for induction.
Buprenorphine Hydrochloride Sublingual Tablets, 2mg and 8mg had U.S. sales of approximately $107.8 million for the 12 months ending December 31, 2014, according to IMS Health.
Currently, Mylan has 281 ANDAs pending FDA approval representing $104.6 billion in annual brand sales, according to IMS Health. Forty-four of these pending ANDAs are potential first-to-file opportunities, representing $27.3 billion in annual brand sales, for the 12 months ending June 30, 2014, according to IMS Health.
Mylan is a global pharmaceutical company committed to setting new standards in healthcare. Working together around the world to provide 7 billion people access to high quality medicine, we innovate to satisfy unmet needs; make reliability and service excellence a habit; do what’s right, not what’s easy; and impact the future through passionate global leadership. We offer a growing portfolio of around 1,400 generic pharmaceuticals and several brand medications. In addition, we offer a wide range of antiretroviral therapies, upon which approximately 40% of HIV/AIDS patients in developing countries depend. We also operate one of the largest active pharmaceutical ingredient manufacturers and currently market products in about 145 countries and territories. Our workforce of approximately 30,000 people is dedicated to creating better health for a better world, one person at a time. Learn more at mylan.com.
(EGLT) Accelerates Development of Abuse-Deterrent Morphine Egalet-001
–Reports positive study results for Egalet-001 15 mg and 30 mg demonstrating bioequivalence to MS Contin– –Egalet to host a conference call today at 9:00 AM ET–
WAYNE, Pa., March 11, 2015 — Egalet Corporation (Nasdaq: EGLT) (“Egalet”) today announced plans to file a new drug application (NDA) by the end of 2015 for Egalet-001, an abuse-deterrent, extended-release, oral morphine product in development for the management of pain severe enough to require daily, around-the-clock opioid treatment and for which alternative treatments are inadequate. The U.S. Food and Drug Administration (FDA) provided feedback supportive of Egalet’s revised investigational plan designed to demonstrate bioequivalence (BE) of Egalet-001 to MS Contin.
In addition, the company announced positive top-line results from a recently completed pivotal study (Study 067-EG-012) that demonstrated bioequivalence of Egalet-001 15 mg and 30 mg dosage strengths to MS Contin. Egalet will initiate a pivotal 60 mg BE study which also will assess the effect of food on Egalet-001 by the end of this month.
“Based on the FDA’s response to our revised investigational plan, and the latest results from Study 067-EG-012, which demonstrated bioequivalence of 15 mg and 30 mg dosage strengths of Egalet-001 to MS Contin, we are well positioned to pursue a BE path for our abuse-deterrent morphine product candidate,” said Jeffrey Dayno, MD, chief medical officer at Egalet. “We will initiate a pivotal 60 mg BE study this month as part of our plan to file an NDA for Egalet-001 in late 2015.”
Study 067-EG-012 was a randomized, open-label, three period cross-over study that evaluated the BE of Egalet-001 30 mg compared to MS Contin 30 mg and of two Egalet-001 15 mg tablets compared to one MS Contin 30 mg tablet in 63 healthy subjects. The primary objective of the study was to demonstrate BE of Egalet-001 compared to MS Contin based on the pharmacokinetic parameters of area under the curve (AUC) and maximum or peak plasma concentration (Cmax). In order to demonstrate bioequivalence as defined by the FDA, the 90% confidence interval (CI) of the ratio for both of these parameters must fall within 80% to 125% of the reference drug. Highlights from study 067-EG-012 include:
- Egalet-001 30 mg was bioequivalent to MS Contin 30 mg with a Cmax ratio of 98.6% (90% CI 93.9% – 103.6%) and AUC ratio of 98.3% (90% CI 96.0% – 100.7%);
- Two Egalet-001 15 mg tablets also demonstrated bioequivalence to one MS Contin 30 mg tablet with a Cmax ratio of 88.0% (90% CI 83.9% – 92.4%) and AUC ratio of 98.4% (90% CI 96.1% – 100.8%); and
- Egalet-001 was well tolerated and no serious adverse events were reported.
Developed using Egalet’s proprietary Guardian™ Technology, Egalet-001 was designed to deter all forms of abuse but primarily abuse via the route of injection—the most common method of morphine abuse. The abuse-deterrent characteristics of Egalet-001 have been demonstrated in Category 1 abuse-deterrent studies and a recently announced Category 3 oral human abuse liability (HAL) study which showed that the abuse potential of manipulated Egalet-001 taken orally was significantly lower than that for manipulated MS Contin (morphine sulfate controlled-release).
“By pursuing a BE path for Egalet-001, we hope to bring our differentiated, abuse-deterrent morphine product candidate to patients who need treatment options sooner, while deterring the potential for abuse and misuse,” said Bob Radie, president and chief executive officer of Egalet. “With our two innovative, approved pain products, OXAYDO™ and SPRIX®, and Egalet-001 targeted to be available next year, if approved, we are making substantial steps forward in executing on our mission to deliver pain relief and peace of mind to patients, physicians and our communities.”
Important Safety Information for OXAYDO™ (oxycodone HCl, USP) Tablets for oral use only – CII
OXAYDO is an immediate-release oral formulation of oxycodone HCl indicated for the management of acute and chronic moderate to severe pain where the use of an opioid analgesic is appropriate.
OXAYDO is contraindicated in patients with respiratory depression, paralytic ileus, acute or severe bronchial asthma or hypercarbia, or known hypersensitivity to oxycodone or any components of the product.
Respiratory depression is the primary risk of OXAYDO and it must be used with extreme caution in patients with chronic obstructive pulmonary disease or cor pulmonale, in patients with decreased respiratory reserve, hypoxia, hypercapnia or pre-existing respiratory depression.
OXAYDO contains oxycodone HCl, an opioid agonist and a Schedule II controlled substance. Such drugs are sought by drug abusers and people with addiction disorders. OXAYDO can be abused in a manner similar to other opioid agonists, legal or illicit. This should be considered when prescribing or dispensing in situations where there is concern about an increased risk of misuse or abuse. OXAYDO may be abused by crushing, chewing, snorting or injecting the product and these practices pose a significant risk to the abuser that could result in overdose and death.
Patients receiving central nervous system depressants concomitantly with OXAYDO may exhibit an additive central nervous system depression. When such combined therapy is contemplated, the dose of one or both agents should be reduced. Patients should not consume alcoholic beverages, or any medications containing alcohol while taking OXAYDO.
OXAYDO may cause severe hypotension in patients whose ability to maintain blood pressure has been compromised. OXAYDO may produce orthostatic hypotension in ambulatory patients. OXAYDO must be administered with caution in patients in circulatory shock.
Serious adverse reactions that may be associated with OXAYDO include: respiratory depression, respiratory arrest, circulatory depression, cardiac arrest, hypotension and/or shock. The most common adverse reactions are nausea, constipation, vomiting, headache, pruritus, insomnia, dizziness, asthenia and somnolence.
In opioid naive patients, start dosing OXAYDO with five to 15 mg every four to six hours as needed for pain. OXAYDO should not be given to anyone other than the individual for whom it was prescribed. Keep OXAYDO in a locked cabinet, drawer or medicine safe so that it will not be stolen.
Please see full prescribing information for OXAYDO at www.oxaydo.com.
Important Safety Information for SPRIX® (ketorolac tromethamine) Nasal Spray
SPRIX® is a non-steroidal anti-inflammatory drug (NSAID) indicated in adult patients for the short-term (up to 5 days) management of moderate to moderately severe pain that requires analgesia at the opioid level. Do not exceed a total combined duration of use of SPRIX and other ketorolac formulations (IM/IV or oral) of 5 days. SPRIX is not indicated for use in pediatric patients or for minor or chronic painful conditions.
SPRIX is contraindicated as follows: in patients with peptic ulcer disease or a history of GI bleeding; in patients with suspected or confirmed cerebrovascular bleeding, hemorrhagic diathesis, incomplete hemostasis, or at high risk of bleeding; for the treatment of peri-operative pain in the setting of coronary artery bypass graft (CABG) surgery; in patients with advanced renal impairment and those at risk for renal failure due to volume depletion; use as a prophylactic analgesic before any surgery; use in labor and delivery; use in patients with a history of asthma, urticaria, or other allergic-type reactions after taking aspirin or other NSAIDs; and, known hypersensitivity to ketorolac, aspirin, other NSAIDs or EDTA.
SPRIX should be used with caution in patients with a prior history of ulcer disease or GI bleeding, coagulation disorders, in patients taking diuretics or ACE inhibitors, or those with compromised cardiac function. NSAIDs can cause serious anaphylactoid reactions and serious dermatologic adverse reactions; SPRIX should be discontinued immediately in patients with allergic reactions or skin reactions.
The most common adverse reactions (incidence > 2%) in patients treated with SPRIX and occurring at a rate at least twice that of placebo are nasal discomfort, rhinalgia, increased lacrimation, throat irritation, oliguria, rash, bradycardia, decreased urine output, increased ALT and/or AST, hypertension, and rhinitis.
SPRIX is not an inhaled product. SPRIX nasal spray should be discarded within 24 hours of taking the first dose, even if the bottle still contains some medication.
Please see full prescribing information for SPRIX at www.sprix.com.
Conference Call Information
Egalet’s management will host a conference call to discuss Egalet-001 development plan:
Date: | March 11, 2015 |
Time: | 9:00 a.m. EDT |
Webcast (live and archive): | http://egalet.investorroom.com/eventsandwebcasts |
Dial-in numbers:Replay dial-in numbers: |
1-888-346-2615 (domestic)1-412-902-4253 (international)
1-877-344-7529 (domestic) 1-412-317-0088 (international) Conference Number: 10062100 |
About Egalet
Egalet, a fully integrated commercial specialty pharmaceutical company, is focused on developing, manufacturing and marketing innovative pain treatments. The Company has two approved products: OXAYDO (oxycodone HCI, USP) tablets for oral use only -CII, the first and only approved immediate-release oxycodone product formulated to deter abuse via snorting, for the management of acute and chronic moderate to severe pain where an opioid is appropriate, and SPRIX® (ketorolac tromethamine) Nasal Spray, a non-steroidal anti-inflammatory drug (NSAID), indicated in adult patients for the short-term (up to five days) management of moderate to moderately severe pain that requires analgesia at the opioid level. In addition, using Egalet’s proprietary Guardian™ Technology, the Company is developing a pipeline of clinical-stage, opioid-based product candidates that are specifically designed to deter abuse by physical and chemical manipulation. The lead programs, Egalet-001, an abuse-deterrent, extended-release, oral morphine formulation, and Egalet-002, an abuse-deterrent, extended-release, oral oxycodone formulation, are in late-stage clinical development for the management of pain severe enough to require daily, around-the-clock opioid treatment and for which alternative treatments are inadequate. Egalet’s Guardian Technology can be applied broadly across different classes of pharmaceutical products and can be used to develop combination products that include multiple active pharmaceutical ingredients with similar or different release profiles. Full prescribing information for OXAYDO and SPRIX and additional information on Egalet can be found at www.egalet.com.
Safe Harbor
Statements included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations, and are subject to known and unknown uncertainties and risks. Actual results could differ materially from those discussed due to a number of factors, including, but not limited to: the success of our clinical trials; our ability to obtain regulatory approval of our product candidates; competitive factors; general market conditions; and other risks factors described in Egalet’s filings with the United States Securities and Exchange Commission. Egalet assumes no obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by law.
Investor and Media Contact:
E. Blair Clark-Schoeb
Senior Vice President, Communications
Email: bcs@egalet.com
Tel: 917-432-9275
(SLXP) Confirms Receipt of an Unsolicited Proposal from Endo International
Salix Pharmaceuticals, Ltd. (Nasdaq: SLXP) (“Salix” or the “Company”) today confirmed that it has received an unsolicited proposal from Endo International plc (“Endo”) to acquire all of the outstanding shares of common stock of the Company for a combination of 1.4607 shares of Endo common stock and $45.00 in cash per share of common stock of the Company (the “Proposal”).
The Salix Board of Directors, in consultation with its financial and legal advisors, will carefully review and consider the Proposal and pursue the course of action that it believes is in the best interests of the Company’s stockholders. The Company’s stockholders do not need to take any action at this time.
As previously announced, Salix is party to an Agreement and Plan of Merger, dated as of February 20, 2015, with Valeant Pharmaceuticals International, Inc. and certain of its subsidiaries pursuant to which Salix stockholders would receive an amount in cash equal to $158.00 per share for each share of Salix common stock that they own.
Centerview Partners LLC and J.P. Morgan Securities LLC are serving as financial advisors to the Company and Cadwalader, Wickersham & Taft LLP is serving as legal counsel to the Company.
About Salix
Salix Pharmaceuticals, Ltd., headquartered in Raleigh, North Carolina, develops and markets prescription pharmaceutical products and medical devices for the prevention and treatment of gastrointestinal diseases. Salix’s strategy is to in-license late-stage or marketed proprietary therapeutic products, complete any required development and regulatory submission of these products, and commercialize them through the Company’s 500-member specialty sales force. Salix trades on the NASDAQ Global Select Market under the ticker symbol “SLXP”.
Forward-Looking Statements
This press release may contain forward-looking statements, including, but not limited to, statements regarding the proposed acquisition of Salix. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in Salix’s most recent annual or quarterly report and detailed from time to time in Salix’s other filings with the Securities and Exchange Commission (the “SEC”), which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Salix undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes.
Important Information for Investors and Security Holders
This communication does not constitute an offer to buy or a solicitation of an offer to sell any securities. A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, has been filed with the SEC by a subsidiary of Valeant Pharmaceuticals International, and a Solicitation/Recommendation Statement on Schedule 14D-9 has been filed with the SEC by Salix. The tender offer is being made only pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND STOCKHOLDERS OF SALIX ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN (OR WILL CONTAIN) IMPORTANT INFORMATION. These materials will be sent free of charge to Salix stockholders, and may also be obtained from Salix’s website, www.salix.com. In addition, all of these materials (and all other tender offer documents filed with the SEC) are or will be available at no charge from the SEC through its website at www.sec.gov.
Salix Pharmaceuticals, Ltd.
G. Michael Freeman, 919-862-1000
Associate Vice President, Investor Relations and Corporate Communications
or
Teneo Strategy
Stephen Cohen, 347-489-6602
(SPP) Announces the Departure of Stephen R. Brunner, President and CEO
Sanchez Production Partners LP (NYSE MKT: SPP) today announced that Stephen R. Brunner, SPP’s President and Chief Executive Officer, will leave the partnership effective at the close of business March 11, 2015.
Commenting on his departure, Mr. Brunner stated: “Last week, we announced the successful conversion of SPP from a limited liability company to a limited partnership. Having seen the conversion process to its end, it is now time for me to pursue other interests. To the management team and staff of SPP, I humbly offer my thanks for their support and dedicated effort that has led us to where we are today. SPP is about to embark on a new beginning, and I firmly believe the future is very bright for our partnership.”
“On behalf of SPP’s unitholders, our board, and our employees, I would like to thank Steve for his many years of service to and leadership of SPP,” said Tony Sanchez, III, Co-President of Sanchez Oil & Gas Corp. and a director on the board of directors of SPP’s general partner, SP Holdings, LLC. “Steve and his team have met some significant challenges head-on and have overcome them, successfully positioning SPP for the next phase of its development. The partnership is stronger today because of Steve’s leadership.”
Commenting further, Mr. Sanchez, III noted: “We are not announcing a new CEO for SPP at this time. We will, instead, leverage the operating and management capabilities of the general partner in the day-to-day management of SPP, with an eye towards actively working to further minimize the partnership’s G&A costs over time.”
About the Company
Sanchez Production Partners LP (NYSE MKT: SPP) is a publicly-traded limited partnership focused on the acquisition, development and production of oil and natural gas properties and other integrated assets. The partnership’s proved reserves are currently located in the Cherokee Basin in Oklahoma and Kansas, the Woodford Shale in the Arkoma Basin in Oklahoma, the Central Kansas Uplift in Kansas, and along the Gulf Coast in Texas and Louisiana. For more information, please visit the partnership’s website (www.sanchezpp.com).
Forward-Looking Statements
We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by the management of our general partner. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this news release are not guarantees of future performance, and we cannot assure you that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our SEC filings and elsewhere in those filings. All forward-looking statements speak only as of the date of this news release. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Sanchez Production Partners LP
Investor Contact:
Charles C. Ward, (877) 847-0009
General Inquiries: (877) 847-0008
www.sanchezpp.com
(SMMT) Announces Closing of Its U.S. Initial Public Offering
Summit Therapeutics plc (NASDAQ: SMMT, AIM: SUMM), the drug discovery and development company advancing therapies for Duchenne muscular dystrophy and C. difficile infection, today announced the closing of its initial public offering of 3,450,000 American Depositary Shares (“ADSs”) at a public offering price of $9.90 per ADS, before underwriting discounts and commissions. All of the ADSs in the offering were sold by Summit. In addition, Summit has granted the underwriters an option for a period of 30 days to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 517,500 ADSs to cover any over-allotments. Each ADS represents five ordinary shares of Summit. Summit’s ordinary shares will continue to trade on the AIM market of the London Stock Exchange.
JMP Securities and Oppenheimer & Co. acted as joint book-running managers for the offering. Needham & Company acted as lead manager. Copies of the final prospectus relating to this offering may be obtained from JMP Securities LLC, Prospectus Department, 600 Montgomery Street, 10th Floor, San Francisco, CA 94111, telephone: +1 (415) 835-8985; from Oppenheimer & Co. Inc., Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, telephone: +1 (212) 667-8563 and from Needham & Company, LLC, Prospectus Department, 445 Park Avenue, 4th floor, New York, NY 10022, telephone: +1 (800) 903-3268.
A registration statement relating to these securities was declared effective by the United States Securities and Exchange Commission on March 4, 2015. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Summit Therapeutics
Summit is a biopharmaceutical company focused on the discovery, development and commercialization of novel medicines for indications for which there are no existing or only inadequate therapies. Summit is conducting clinical programs focused on the genetic disease Duchenne muscular dystrophy and the infectious disease C. difficile infection.
For more information, please contact:
Summit Therapeutics
Glyn Edwards / Richard Pye (UK office), Tel: +44 (0)1235 443 951
or
Erik Ostrowski (US office), +1 617 294 6607
(BNFT) New Data-Driven Platform to Optimize Benefits Admin, Enrollment
Benefitfocus, Inc. (NASDAQ: BNFT) today announced new benefits software solutions for consumers, employers, insurance carriers and brokers during the company’s One Place 2015 Conference. The new product announcements centered on the all-new BENEFITFOCUS® Marketplace, a powerful private exchange platform with innovative features, including: an elegant user experience, communications portal, mobile app, advanced administration capabilities, automated billing and payment, data analytics, an integrated wellness solution, voluntary benefits integration and more.
“The Benefitfocus Marketplace is designed not just to be more intuitive, but to be more effective and enjoyable for both administrators and end users shopping for benefits,” said Benefitfocus President and CEO Shawn Jenkins. “We are providing a flexible solution that streamlines business operations, and we are also providing for families by reimagining the way people look at their health, wealth and future in a way that empowers informed benefits decisions.”
Data is the foundation of Benefitfocus’ industry-leading technology that provides customers the ability to navigate healthcare disruption and serve a multi-generational workforce with optimized benefits plans. Jenkins revealed Benefitfocus’ new offerings during his keynote address at One Place – the company’s annual customer and thought leadership event.
The meticulously designed platform delivers a personalized benefits experience for end users while giving administrators breakthrough insights into benefits program performance and costs. The platform combines a data-driven, consumer shopping experience with an extensible, cloud-based benefits administration system.
Highlights from Benefitfocus’ 2015 announcements include:
All New User Experience
The redesigned consumer enrollment experience includes a personalized smart welcome page, guided shopping with “Best Match” plan recommendations, and tools to calculate coverage needs and cost comparisons. It provides a consumer-friendly shopping experience that guides users through enrollment processes and enables them to see their benefits, costs and even their paystub on a single page. The new interface will also be available on a mobile app expected to become generally available in the summer of 2015.
Core & Advanced Analytics
Benefitfocus has developed solutions to make it easy for benefits administrators to aggregate large quantities of data in a way that is useful and pragmatic. New for 2015, BENEFITFOCUS® Core & Advanced Analytics compiles healthcare data from multiple sources and translates it into actionable information that can help employers identify healthcare cost drivers and design plans that better meet the needs of their workforce. Benefitfocus expects to offer both a core and an advanced analytics option to meet different data user requirements.
Enhanced Benefits Administration Capabilities
Benefitfocus’ passion for serving benefits administrators was evident in new functionality that helps them harness the depth and power of the platform with an elegant interface. Enhancements to the Benefits Administrator Role include: payroll audit and reconciliation, budget and plan performance dashboards, expanded employee profiles and a new Data Exchange that provides administrators with transparency to transactions on the platform. The new EDI Dashboard provides visibility into every scheduled, running and executed 5X™ data exchange for any window of time, giving administrators actionable details to ensure employees enroll successfully.
The company also rolled out the all new BENEFITFOCUS® eBilling & Payment solution which synchronizes enrollment and billing information to streamline the monthly billing process, automate adjustments and increase accuracy of payments.
Communication Portal
The consumer experience is also enhanced with a new communication portal that provides a personalized dashboard that makes it easier for consumers to find important information quickly. It also gives benefits administrators the ability to customize content and push HR notifications to users based on demographics, life-event changes and other factors. The system also makes it easy for administrators to enrich their benefits plans with a wide selection of plug-ins from Benefitfocus’ extensible ecosystem of solution partners.
Wellness Ecosystem
Emphasizing the value of its marketplace ecosystem, Benefitfocus also announced a new partnership with leading health and wellness platform company, RedBrick Health. The new Wellness Ecosystem will provide an integrated wellness solution that allows employers to incorporate health assessments and rewards programs directly into the benefits enrollment experience to increase engagement and streamline administrative tasks.
Benefitstore
Benefitstore gives employers and insurance carriers a whole new way to offer voluntary benefits with the help of a dedicated team. Benefitstore offers employers, insurance carriers and brokers a curated selection of voluntary insurance products, including: critical illness, hospital indemnity, accident, legal, permanent life, pet, auto, home and more.
Benefits Service Center
While Benefitfocus is advancing its software solutions, its user experience enhancements also include person-to-person service with BENEFITFOCUS® Benefits Service Center. The Service Center offers a team of dedicated support specialists who are trained on Benefitfocus technology and client-specific benefit plan design. The Service Center provides on-call services such as employee benefit support, telephonic enrollment, application support, dependent eligibility verification, event-driven notifications and print material fulfillment.
Private Exchange Marketplaces
Benefitfocus, now powering 23 private exchanges, unveiled next-generation technology driving four private exchanges: individual, small employer, large employer and retiree. Highlights include the ability to simplify the pre-sales and onboarding process with a metadata-driven architecture, product filtering, anonymous shopping for administrators, intuitive plan renewal functionality, dual shopping strategy support for traditional and package shopping and public exchange integration for individuals to enroll in Qualified Health Plans.
For a full listing of announcements and videos from the event, visit www.benefitfocus.com/one-place-2015/announcements/.
About Benefitfocus
Benefitfocus, Inc. (NASDAQ: BNFT) is a leading provider of cloud-based benefits software solutions for consumers, employers, insurance carriers and brokers. Benefitfocus has served more than 23 million consumers on its platform that consists of an integrated portfolio of products and services enabling clients to more efficiently shop, enroll, manage and exchange benefits information. With a user-friendly interface and consumer-centric design, the Benefitfocus Platform provides one place for consumers to access all their benefits. Benefitfocus solutions support the administration of all types of benefits including core medical, dental and other voluntary benefits plans as well as wellness programs. For more information, visit www.benefitfocus.com.
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: the need to innovate and provide useful products and services; changes in government regulations; the immature and volatile nature of the market for our products and services and other factors that could impact our anticipated growth; management of growth; fluctuations in our financial results; general economic risks; reliance on key personnel; our ability to compete effectively; our ability to maintain our culture and recruit and retain qualified personnel; privacy, security and other risks associated with our business; and the other risk factors set forth from time to time in our SEC filings, copies of which are available free of charge within the Investor Relations section of the Benefitfocus website at http://investor.benefitfocus.com/sec.cfm or upon request from our investor relations department. Some of the products and/or product features discussed in the presentation may be works in progress and not yet generally available for sale. Benefitfocus assumes no obligation and does not intend to update any forward-looking statements, except as required by law.
Benefitfocus, Inc.
Bryony Wardell, 843-284-1052 ext. 3546
pr@benefitfocus.com
(MDVX) Enters Into Merger Agreement to Acquire Streamline, Inc.
ATLANTA, GA–(Mar 10, 2015) – Medovex Corp. (NASDAQ: MDVX), a developer of medical technology products, announced today that it has entered into a definitive merger agreement to acquire 100% of the stock of Streamline, Inc., a Minneapolis, Minnesota based medical technology company. Closing of the merger is subject to customary conditions and approval by Streamline shareholders at a meeting scheduled for March 25, 2015.
Medovex expects to combine Streamline’s expertise in patient safety oriented durable medical equipment with Medovex’s vision for acquiring and developing medical technology that solves significant challenges faced by health care providers. Streamline developed the IV Suspension System (ISS™), a patient equipment management device that makes the management of patients and their equipment easier, safer and more efficient within hospitals by combining the advantages of both stand-alone and bed-mounted IV pole in one system.
A demonstration of the Streamline ISS may be viewed here: Streamline
Jarrett Gorlin, CEO of Medovex, stated, “Pending approval, Streamline will be our first merger. According to Critical Care Medicine, there are roughly 100,000 critical care beds in U.S. hospitals. It is a turnkey acquisition and its product can immediately be brought to market in scale. The technology is patent protected, FDA cleared, already manufactured and extensively tested. We anticipate forming a U.S. marketing partnership in upcoming weeks followed by a full scale product launch.”
Gorlin continued, “Streamline’s ISS technology serves a growing need for safety and efficiency for both patients and caregivers in the hospital setting. The product provides caregivers with a more efficient means of handling the growing amount of patient equipment that remains with patients as they move about a hospital.”
Current methods of intra-hospital transportation require cumbersome handling and control of patient beds and mobile IV stands during the transport process. It’s during these transports that patient care can be compromised. The ISS also provides safety benefits to patients through reduction in IV line pull incidents.
A study from the Society for Academic Emergency Medicine revealed that adverse events occurred in 68% of the 340 transports observed. 49% of those events were related to the equipment, and more specifically 26% were related to equipment IV lines.
About Medovex:
Medovex was formed to acquire and develop a diversified portfolio of potentially ground breaking medical technology products. Criteria for selection include those products with potential for significant improvement in the quality of patient care combined with cost effectiveness. Medovex’s first pipeline product, the DenerveX™ device, is intended to provide long lasting relief from pain associated with facet joint syndrome at significantly less cost than currently available options. To learn more about Medovex Corp., visit www.medovex.com
Safe Harbor Statement:
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While Medovex believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including the risks that the Streamline ISS product may not prove to be efficient, that the Company will not be able to form a satisfactory U.S. marketing relationship, and that the Company’s product may not prove effective in increasing the safety of intra-hospital patient transport, as well as the risks identified in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including but not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.
CONTACT INFORMATION
Medovex Corp.
Jason Assad
470-505-9905
Email Contact
(LENS) Announces Promotion of Dumitra Nela Gonzales to VP of RA/QA
Presbia PLC (NASDAQ:LENS), an ophthalmic device company that has developed and is currently marketing the Presbia Flexivue Microlens™, a proprietary optical lens implant for treating presbyopia, announced today that it has appointed Dumitra Nela Gonzales as Vice President of Regulatory Affairs and Quality Assurance. Ms. Gonzales was previously the Director of Quality Assurance of Presbia since 2013.
“Nela will continue to lead the team in documenting the Presbia Flexivue Microlens™ consistent with ISO standards to further enhance the alignment of regulatory and marketing requirements with our corporate business strategy,” said Todd Cooper, President and CEO of Presbia. “Additionally Nela will assist the expansion of Presbia’s global business portfolio by seeking to acquire registrations in key target markets by strategically driving a sustainable and compliant quality system.”
Ms. Gonzales has more than 20 years of experience in quality assurance in the medical and pharmaceutical industries. Prior to joining Presbia, Ms. Gonzales was the Director of Quality Assurance and Compliance for Critical Care and Vascular at Edwards Lifesciences, managing all aspects of quality assurance. Prior to Edwards Lifesciences, she was a Director of Corporate Quality Assurance Compliance at Abbott Medical Optics Inc., responsible for quality assurance compliance for the AMO Division of Abbott.
Ms. Gonzales is a certified Lead Auditor by the British Standards Institute (BSI) in ISO 9001 with emphasis in ISO 13485, and holds a Bachelor of Science in Chemistry from the University of Bucharest.
Forward-Looking Statements
Information provided and statements contained in this press release that are not purely historical are forward-looking statements. Such forward-looking statements only speak as of the date of this press release and Presbia assumes no obligation to update the information included in this press release. Statements made in this press release that are forward-looking in nature may involve risks and uncertainties. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although Presbia believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, Presbia also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.
About Presbia
Presbia PLC (NASDAQ:LENS) is an ophthalmic device company that has developed and is currently marketing the presbyopia-correcting Presbia Flexivue Microlens™, a miniature lens that is implanted in a corneal pocket created by a femtosecond laser. The Presbia Flexivue Microlens™ has received a CE mark for the European Economic Area, allowing the lens to be marketed in over 30 countries across Europe. A staged pivotal U.S. clinical trial for the Presbia Flexivue Microlens™ commenced in 2014.
Presbia PLC
Monica Yamada, 323-860-4903
monica@presbia.com
(INVT) Launches Standardized Licensing Initiative for Mobile Device Manufacturers
CAMPBELL, CA–(Mar 9, 2015) – Inventergy Global, Inc. (NASDAQ: INVT) (“Inventergy”), today announced that it has launched a collaborative new Mobile User Device licensing initiative for its 3G/LTE mobility patent portfolio, providing standardized rates and terms to mobile equipment manufacturers. The portfolio includes Standards Essential Patents (SEPs); that is, patents covering technologies that must be used to comply with a technical standard.
Inventergy acquired over 500 patent assets in Mobile Broadband (3G-LTE) Technologies from Panasonic, a global leader in telecommunications and consumer electronics.
Inventergy’s Mobile User Device Portfolio includes at least 34 mobile broadband patent families, consisting of nearly 350 patents having claims directed to mobile end user devices, such as mobile phones, tablets, PCs, modems and mobile hotspots. Inventergy believes at least 15 patent families in this portfolio, consisting of at least 189 patents, contain SEPs covering 3G and LTE communications functionality in end user devices. Such User Device SEPs would generally be subject to fair, reasonable, and non-discriminatory (FRAND) licensing which Inventergy is honoring through its Mobile User Device licensing program.
According to the International Data Corporation (IDC), the worldwide market for mobile handsets is projected to reach over 1 billion worldwide units sold in 2015 and nearly 10 billion cumulatively over the next five years.
Joe Beyers, Chairman and CEO of Inventergy, said, “Today’s announcement marks a major milestone in Inventergy’s evolution as we significantly enhance our existing business to achieve value from our intellectual property. Inventergy’s Mobile User Device licensing initiative demonstrates our holistic and collaborative licensing approach, offering our mobile end user device patents for discussions with mobile phone and device manufacturers. This new initiative enables Inventergy to pursue IP licensing opportunities driven by the global growth in handset and similar mobile end user devices.”
The mobile user device market is one of at least nine market segments addressed by the Inventergy patent portfolios of over 760 telecommunications related patents acquired from industry leaders, Panasonic, Huawei, and Nokia. Many of the patent assets acquired from Panasonic also relate to the mobility infrastructure market.
Inventergy is actively engaged with a number of companies in various market segments. On February 12, 2015, Inventergy announced a $2 million license arrangement with a mid-tier telecommunication company in its IMS/VoIP infrastructure segment.
For more information regarding the Inventergy Mobile User Device Licensing initiative contact Licensing@Inventergy.com.
About Inventergy Global, Inc.
Inventergy Global, Inc. is Silicon Valley-based intellectual property company dedicated to identifying, acquiring and licensing the patented technologies of market-significant technology leaders. Led by IP industry pioneer and veteran Joe Beyers, the Company leverages decades of corporate experience, market and technology expertise, and industry connections to assist Fortune 500 companies in leveraging the value of their innovations to achieve greater returns. For more information about Inventergy Global, visit www.inventergy.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements include statements about our plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. These statements may be identified by the use of words like “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will”, “should”, “seek” and similar expressions and include any projections or estimates set forth herein. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Inventergy and our management team, are inherently uncertain. A more complete description of these risks and uncertainties can be found in our filings with the U.S. Securities and Exchange Commission. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
For further investor and media information contact:
Andrew Haag
IRTH Communications
invt@irthcommunications.com
(866) 976-4784
(GPRE) Downstream Publicly-Traded Partnership Announcement
OMAHA, Neb., March 9, 2015 — Green Plains Inc. (Nasdaq:GPRE) (“Green Plains”) announced today that its newly-formed subsidiary, Green Plains Partners LP (the “Partnership”), has confidentially submitted a draft registration statement on Form S-1 with the U.S. Securities and Exchange Commission. The registration statement is for a proposed underwritten initial public offering (“IPO”) of common units representing limited partner interests in the newly-formed Partnership. It is anticipated that the IPO will raise approximately $200-$250 million in gross proceeds; however, the date, number of common units to be sold and the price range for the proposed IPO have not yet been determined and are subject to a number of factors, including market conditions.
It is expected that the initial assets of the Partnership will consist of Green Plains’ downstream ethanol transportation and storage assets located in 12 states throughout the Midwest and Southeast United States.
This announcement is being made pursuant to, and in accordance with, Rule 135 under the Securities Act of 1933. A registration statement relating to these securities has been confidentially submitted with the U.S. Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About Green Plains
Green Plains is a diversified commodity-processing business with operations related to ethanol production, corn oil production, grain handling and storage, cattle feedlot operations, and commodity marketing and distribution services. Green Plains processes over ten million tons of corn annually, producing approximately one billion gallons of ethanol, three million tons of livestock feed and 250 million pounds of industrial grade corn oil at full capacity. Green Plains also is a partner in a joint venture to commercialize advanced technologies for growing and harvesting algal biomass.
Safe Harbor
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements are identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “goal,” “intends,” “plans,” “potential,” “predicts,” “should,” “will,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such statements are based on management’s current expectations and are subject to various factors, risks and uncertainties that may cause actual results, outcome of events, timing and performance to differ materially from those expressed or implied by such forward-looking statements. Green Plains may experience significant fluctuations in future operating results due to a number of economic conditions, including, but not limited to, competition in the cattle-feeding, ethanol and other industries in which Green Plains operates, commodity market risks including those that may result from current weather conditions, financial market risks, counter-party risks, risks associated with changes to federal policy or regulation, risks related to closing and achieving anticipated results from acquisitions, risks associated with the joint venture to commercialize algae production and the growth potential of the algal biomass industry, and other risks detailed in Green Plains’ reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2014, and in Green Plains’ subsequent filings with the SEC. In addition, Green Plains is not obligated, and does not intend, to update any of its forward-looking statements at any time unless an update is required by applicable securities laws. Also in relation to this announcement, additional risks are: changes in timing and structure of the planned IPO of the Partnership; unanticipated developments that may delay or negatively impact the planned IPO; regulatory approvals and compliance with contractual obligations; impact of the planned IPO of the Partnership on Green Plains’ relationships with its employees, customers and vendors and Green Plains’ credit rating and cost of funds; changes in market conditions; and future opportunities that Green Plains’ board of directors may determine present greater potential value to stockholders than the planned Partnership IPO. No assurance can be given as to the consummation of the proposed IPO, the value of the common units of the Partnership, the price at which they made trade or whether a liquid market may develop for such units. Unpredictable or unknown factors not discussed in this release also could have material adverse effects on forward-looking statements.
CONTACT: Jim Stark, Vice President - Investor and Media Relations Green Plains Inc. (402) 884-8700
(EVI) Announces a Change in Control
EnviroStar, Inc. (the “Company”) (NYSE MKT:EVI) today reported that Symmetric Capital LLC, a Florida limited liability company, controlled by Henry Nahmad has acquired a majority of Michael Steiner’s, President and Chief Executive Officer of the Company and Robert Steiner’s, his brother a recognized artist residing in San Francisco, shares of common stock in EnviroStar Inc. After the transaction, Symmetric Capital will own approximately 40.4% of the outstanding shares of the Company, Michael Steiner will retain approximately 8.5% of the outstanding shares, and Robert Steiner will retain approximately 1.4% of the outstanding shares. Additionally, Mr. Nahmad and Michael Steiner and Robert Steiner entered into a stockholders agreement.
Mr. Nahmad has become a Director and Chairman of the Board, and Chief Executive Officer and President of the Company. Mr. Steiner has become Executive Vice President and Chief Operating Officer of the Company, will remain on the Board of Directors, and will remain the President and Chief Executive Officer of Steiner Atlantic Corp., and all of the Company’s subsidiaries. In addition, the Board of Directors will be increased to seven members, with one member being appointed by Mr. Nahmad.
Mr. Nahmad brings a wealth of experience to the Company. He recently served as CEO of Chemstar Corp., a provider of food safety and sanitation solutions, where he led a growth effort that resulted in recognition as a North American leader in its market segment. Earlier in his career, Mr. Nahmad worked in various capacities at Watsco, Inc. (NYSE:WSO), the largest distributor of HVAC/R products in the world, where he gained intimate knowledge and experience in the execution of the buy and build strategy. Under Mr. Nahmad’s direction, it is expected that the Company will continue to focus on growing its business organically as well as explore opportunities for external growth through acquisitions and other strategic transactions. In that pursuit, Mr. Steiner will continue to manage the operations of Steiner Atlantic Corp. and support Mr. Nahmad and the EnviroStar team in the execution of the buy and build strategy.
Mr. Nahmad said, “The EnviroStar team has worked hard to build a business that is established and respected in its industry. We believe the Company is well positioned to pursue growth opportunities, and I am delighted to become a part of the team and to help guide the Company at this exciting time.”
Mr. Steiner said, “We are very excited about the experience and entrepreneurial spirit that Mr. Nahmad brings to EnviroStar. We look forward to the opportunities for internal as well as external growth that we believe Mr. Nahmad can bring to the Company through his experience and strategic relationships.”
EnviroStar, Inc., through its subsidiaries is one of the nation’s leading distributors of commercial and industrial laundry and dry cleaning equipment and steam boilers.
This press release contains certain information that is subject to a number of known and unknown risks and uncertainties that may cause actual results and trends to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, that: the Company may not achieve organic and/or external growth and that the Company may not identify or consummate acquisitions or other strategic transactions; acquisitions involve a number of risks, including, without limitation, the incurrence of associated expenses and diversion of management attention, in each case whether or not the acquisition is ultimately consummated, integration risks, dilution to stockholders if Company shares are issued, and risks associated with the incurrence of indebtedness and the Company’s leverage position if the Company incurs debt in order to finance acquisitions, and completed acquisitions may not result in improved financial performance for the Company or otherwise in the results expected. Investors should also consider the economic, competitive, governmental and other risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission copies of which are available on the Company’s website (envirostarinc.com) or the Securities and Exchange Commission website (SEC.gov).
EnviroStar, Inc.
Michael Steiner, 305-754-4551
or
Venerando Indelicato, 813-814-0722
(RESN) Announces Second Customer
Resonant Inc. (NASDAQ: RESN), a late-stage development company creating innovative filter designs for radio frequency front-ends (RFFEs) for the mobile device industry, today announced it has engaged with a second customer for the design of an RF filter utilizing Resonant’s Infinite Synthesized Networks®, or ISN® technology.
Due to the competitive nature of the industry and the confidential aspects of development projects, neither the customer name nor the band under development will be disclosed. The design, which is estimated to take less than a year to develop, is intended to replace a BAW (bulk acoustic wave) filter with a SAW (surface acoustic wave) filter for a hard band. The goal of the project is to develop a new duplexer design for our customer to market to RFFE manufacturers and mobile device OEMs. The customer has not committed to use the resulting design and terms for a license have not been finalized.
Chief Executive Officer, Co-Founder and Chairman Terry Lingren, stated, “This is the next step in our plan to have multiple projects underway simultaneously, creating a robust licensing business with a diverse set of customers. The goal of the project is to design a production-ready duplexer for a hard band that will replace a higher cost BAW with a less expensive SAW. While the agreement is not binding, we feel it is the right way to proceed with our second customer as it affords us the flexibility to retain the technology while allowing our customer to decide whether to commercialize the design. If they decide to move forward with commercialization, we would then negotiate licensing terms.”
About Resonant Inc.
Resonant is creating innovative filter designs for radio frequency, or RF, front-ends for the mobile device industry using a fundamentally new technology called Infinite Synthesized Networks®, or ISN®. The RF front-end is the circuitry in a mobile device responsible for analog signal processing and is located between the device’s antenna and its digital baseband. Filters are a critical component of the RF front-end that select the desired radio frequency signals and rejects unwanted signals. For more information, visit www.resonant.com.
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements. Forward looking statements include the following subjects, among others: the status of filter designs under development, the prospects for licensing filter designs upon completion of development, plans for other filter designs not currently in development, potential customers for our designs, the timing and amount of future royalty streams, the expected duration of our capital resources, our hiring plans, the impact of our designs on the mobile device market, and our business strategy. Forward-looking statements are inherently subject to risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including, without limitation, the following: our limited operating history (particularly as a new public company); our ability to complete designs that meet customer specifications; the ability of our customers (or their manufacturers) to fabricate our designs in commercial quantities; our dependence on a small number of customers; the ability of our designs to significantly lower costs as compared to other designs and solutions; the risk that the intense competition and rapid technological change in our industry renders our designs less useful or obsolete; our ability to find, recruit and retain the highly skilled personnel required for our design process in sufficient numbers to support our growth; our ability to manage growth; and general market, economic and business conditions. Additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements are under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report (Form 10-K) or Quarterly Report (Form 10-Q) filed with the Securities and Exchange Commission. Forward-looking statements are made as of the date of this release, and we expressly disclaim any obligation or undertaking to update forward-looking statements.
Resonant
Ina McGuinness, 1-805-308-9488
IR@resonant.com
or
MZ North America
Matt Hayden, 1-949-259-4986
matt.hayden@mzgroup.us
(STRL) Appoints Paul J. Varello CEO, Elects a New Chairman of the Board
Sterling Construction Company, Inc. (NasdaqGS:STRL) (“Sterling” or “the Company”) today announced that Paul J. Varello, who was elected acting CEO in February, has entered into a multi-year employment agreement with the Company effective March 9, 2015. In connection with the change in his status, Mr. Varello has resigned as Chairman, and the Board has elected Milton L. Scott, who is Chair of the Board’s Audit Committee, Chairman of the Board of Directors.
To further align his interests with those of shareholders, Mr. Varello’s employment agreement calls for an annual salary of $1.00, and an award of 600,000 shares of restricted common stock that vests over three years, and that will be subject to the approval of the Company’s stockholders at the Annual Meeting of Stockholders on May 8, 2015.
Mr. Varello commented, “I look forward to leading Sterling through a business turnaround. Over the past year, I have spent a great deal of time learning about the Company, visiting our various operations and job sites, talking to our employees, and analyzing our systems and processes, and I firmly believe that we have the capacity to be a best-in-class company. We have struggled to deliver consistent results over the past several years; however, Sterling is a business that has all of the elements necessary for success in the heavy civil construction industry, including a strong competitive position, a solid reputation in our primary markets, a team of experienced people, a large fleet of modern equipment, and a record-high backlog of projects that, if managed diligently, can markedly improve our profitability. I’d like to thank the Board for their vote of confidence, and I look forward to reporting on our progress in the coming months.”
Mr. Varello, who has been a member of Sterling’s Board since January 2014, was named Board Chairman in December 2014 and as noted, became acting Chief Executive Officer on February 1, 2015. He has spent his entire career in the construction industry, after spending much of his youth working in his family’s road-building business. He spent 18 years with Fluor Corporation (NYSE:FLR), a Fortune 500 company that provides engineering, procurement, construction, maintenance, and project management services. Mr. Varello started with Fluor as a project construction manager, and rose to President of the Process Sector. He was Chairman and CEO of American Ref-Fuel Company, a Houston, Texas-based 50/50 joint venture between Air Products & Chemicals and Browning Ferris International that was involved in the development, design, construction and operation of plants that converted solid municipal waste into energy. In May 2003, he founded Commonwealth Engineering & Construction, LLC (CEC), a Houston-based engineering and construction management company specializing in the design and construction of major capital projects. Mr. Varello is a graduate of the Villanova University College of Engineering and Harvard Business School’s Advanced Management Program, and is a Registered Professional Engineer in California, Texas and Louisiana.
Milton Scott is one of the Audit Committee’s two financial experts, and has been a director of the Company since 2005. He was a partner of Arthur Andersen, LLP from 1977 to 1999, and since then has had extensive experience as an executive, a director and chairman of various companies. In addition to his new role, Mr. Scott will remain Chair of the Audit Committee.
Marian Davenport, a Sterling Director and Chair of its Corporate Governance & Nominating Committee, stated, “Milton’s ten-year background on the Board and in other directorship positions, and Paul’s extensive experience in the engineering and construction industry and as a senior executive make them both highly qualified to lead the Board and the Company as we work to deliver improved results and shareholder value. Since joining the Board, Paul has been active and energetic in building his knowledge of the Company, our markets and our strengths and weaknesses. We are pleased to have been able to hire an executive of Paul’s caliber and boundless energy to be our chief executive, and to have Milton leading the Board of Directors.”
Sterling is a leading heavy civil construction company that specializes in the building and reconstruction of transportation and water infrastructure projects in Texas, Utah, Nevada, Arizona, California, Hawaii, and other states where there are construction opportunities. Its transportation infrastructure projects include highways, roads, bridges and light rail and its water infrastructure projects include water, wastewater and storm drainage systems.
This press release includes certain statements that fall within the definition of “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Any such statements are subject to risks and uncertainties, including overall economic and market conditions, federal, state and local government funding, competitors’ and customers’ actions, and weather conditions, which could cause actual results to differ materially from those anticipated, including those risks identified in the Company’s filings with the Securities and Exchange Commission. Accordingly, such statements should be considered in light of these risks. Any prediction by the Company is only a statement of management’s belief at the time the prediction is made. There can be no assurance that any prediction once made will continue thereafter to reflect management’s belief, and the Company does not undertake to update publicly its predictions or to make voluntary additional disclosures of nonpublic information, whether as a result of new information, future events or otherwise.
Sterling Construction Company, Inc.
Thomas R. Wright, 281-214-0800
EVP & Chief Financial Officer
or
Investor Relations Counsel
The Equity Group Inc.
Fred Buonocore 212-836-9607
Linda Latman 212-836-9609
(REPH) to Acquire IV/IM Meloxicam and Gainesville, GA GMP Manufacturing Facility
– Transformative Acquisition Diversifies Recro Pharma’s Development Risk with Second, Complementary Acute Pain Product
– Phase III-Ready, Long-Acting Injectable Meloxicam Has Demonstrated Robust Efficacy, Good Tolerability in Multiple Phase II Trials
– Transaction Includes Cash Flow Positive Manufacturing, Royalty and Formulation Business
– Alkermes to Receive Up-front Cash, Warrant, Milestone Payments and Royalties on Meloxicam Net Sales
– Up-front Payment Funded Via Secured Loan from an affiliate of OrbiMed
– Recro to Host Conference Call and Webcast Today at 8:00 AM ET
MALVERN, Pa., March 9, 2015 — Recro Pharma, Inc. (Nasdaq:REPH) today announced a definitive agreement under which Recro Pharma will acquire assets from Alkermes plc including worldwide rights to IV/IM meloxicam, a proprietary, Phase III-ready, long-acting COX-2 NSAID for moderate to severe acute pain, as well as a contract manufacturing facility, royalty and formulation business in Gainesville, GA.
Under the terms of the agreement, Recro Pharma will pay Alkermes $50 million at closing, and gain the rights to IV/IM meloxicam and ownership of a GMP manufacturing facility and related business located in Gainesville, GA. Alkermes is entitled to receive up to an additional $120 million in milestone payments upon the achievement of certain regulatory and net sales milestones and royalties, in each case, related to IV/IM meloxicam. At closing, Recro Pharma will issue Alkermes a seven-year warrant to purchase an aggregate of 350,000 shares of Recro Pharma common stock. The $50 million up-front payment will be funded via a five-year senior secured term loan with an affiliate of OrbiMed (“OrbiMed”). The acquisition is subject to customary closing conditions, including antitrust regulatory approval, and is anticipated to close in the second quarter of 2015.
“This transaction is transformative for Recro Pharma, as it brings together two complementary therapies for treating moderate to severe acute pain, IV meloxicam and our lead product Dex-IN, as well as a commercial manufacturing infrastructure that will add scale and capability and may, over time, provide cash flow to fund development of our pipeline,” said Gerri Henwood, Recro Pharma’s President and Chief Executive Officer. “This transaction was funded through a minimally dilutive transaction with OrbiMed and we believe this transaction represents a significant endorsement of Recro. We look forward to the upcoming interim results and expected mid 2015 top-line data readout of our Post Op Day 1 Phase II trial of Dex-IN, to the potential of moving one or both of these programs into Phase III by year end and to realizing value from our new manufacturing capabilities.”
Strategic and Financial Benefits of the Transaction
- Diversifies Recro Pharma development risk with second, complementary acute pain product
- IV/IM meloxicam was designed using NanoCrystal® platform, a technology that enables enhanced bioavailability of poorly water-soluble drug compounds;
- In five Phase II studies in over 700 patients with acute pain, IV or IM meloxicam has demonstrated favorable analgesic properties, including rapid onset of pain relief and time to peak analgesic effect, 18 to 24 hour duration of pain relief and good tolerability;
- Positive Phase II post op hysterectomy and dental pain studies demonstrated large effect sizes;
- Dex-IN, Recro Pharma’s intranasal formulation of dexmedetomidine, has upcoming interim analysis of ongoing Post Op Day 1 Phase II trial; and
- Depending on Dex-IN clinical success, possibility for two proprietary compounds to enter Phase III by year end.
- Manufacturing & royalty business provides new capabilities and scale
- 85,000 sq. ft., ~165 employee, DEA-licensed facility located in Gainesville, GA, which manufactures five commercial products;
- $70M+ historical revenues; manufacturing division cash flow positive;
- Enhances ability for business development opportunities; and
- Depending on performance, potential for cash flows to fund development over time.
OrbiMed Financing
The $50 million up-front payment will be funded via a five-year senior secured term loan with OrbiMed which carries interest at LIBOR + 14.0%, with a 1.0% LIBOR floor. In conjunction with the loan, Recro Pharma granted OrbiMed warrants to purchase an aggregate of 3% of Recro’s outstanding common stock (on a fully diluted basis) as of the closing of the transaction.
Today’s Conference Call and Webcast Information
Recro Pharma will host a conference call and webcast today, March 9, at 8:00 am (ET). The call can be accessed by dialing 1-866-233-4585 (domestic) or 1-416-640-5946 (international) five minutes prior to the start of the call and reference Recro Pharma. A replay of the call will be available two hours after the completion of the call and can be accessed by dialing 1-866-245-6755 (domestic) or 1-416-915-1035 (international), providing the passcode 414823. The replay will be available for two weeks from the date of the live call.
A webcast and slide presentation will accompany the conference call and can be accessed by visiting the investors section of the Recro Pharma website at www.recropharma.com.
About Recro Pharma, Inc.
Recro Pharma is a clinical stage specialty pharmaceutical company developing non-opioid therapeutics for the treatment of acute post operative pain. Recro Pharma’s lead product candidate, Dex-IN, is a proprietary intranasal formulation of dexmedetomidine and has completed multiple clinical trials in which Dex-IN was well tolerated. As Recro Pharma’s product candidates are not in the opioid class of drugs, the Company believes its candidates would avoid many of the side effects associated with commonly prescribed opioid therapeutics, such as addiction, constipation and respiratory distress while maintaining analgesic effect. If approved, Dex-IN would be the first and only approved acute pain drug in its class.
About OrbiMed
OrbiMed is a leading investment firm dedicated exclusively to the healthcare sector, with over $14 billion in assets under management. OrbiMed invests globally across the spectrum of healthcare companies, from venture capital start-ups to large multinational companies utilizing a range of private equity funds, public equity funds, royalty/debt funds and other investment vehicles. OrbiMed maintains its headquarters in New York City, with additional offices in San Francisco, Shanghai, Mumbai and Herzliya.
OrbiMed seeks to be a capital provider of choice, with the flexibility to provide equity and debt capital solutions that are tailored to the unique needs of our portfolio companies. The firm’s global team of over 80 professionals brings the resources and experience required to be an exceptional long-term partner in building world-class healthcare companies. www.OrbiMed.com.
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements reflect Recro Pharma’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target”, “intend” and “expect” and similar expressions, as they relate to Recro Pharma or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information available to Recro Pharma as of the date of this press release and are subject to a number of risks, uncertainties, and other factors that could cause actual events to differ materially from those expressed in the forward-looking statements set forth in this press release including, without limitation: the success of Recro’s products and of the newly acquired products; the parties’ ability to satisfy the purchase agreement conditions (including required regulatory approvals); Recro’s ability to realize anticipated growth, synergies and costs savings from the acquisition; changes in laws and regulations; Recro’s ability to successfully integrate the acquired operations, technology and products and to realize anticipated growth, synergies and cost savings; Recro’s ability to successfully develop, obtain regulatory approvals or commercialize new products and Recro’s ability to protect intellectual property rights. In addition, the forward-looking statements in this press release should be considered together with the risks and uncertainties that may affect Recro Pharma’s business and future results included in Recro Pharma’s filings with the Securities and Exchange Commission at www.sec.gov. Recro Pharma assumes no obligation to update any such forward looking statements.
NanoCrystal® is a registered trademark of Alkermes plc.
CONTACT: Recro Pharma, Inc. Charles T. Garner Chief Financial Officer (484) 395-2425 Media and Investors: Argot Partners Susan Kim (212) 600-1902 susan@argotpartners.com
(NETE) Provides Payment Solutions for 2015 College Football Playoff Ntnl Championship in Texas
Unified Payments successfully completes innovative processing solution implementation for 2015 National College Football Championship
MIAMI, March 9, 2015 — Net Element, Inc.’s (NASDAQ: NETE) Unified Payments subsidiary has provided the technical setup, support and credit card processing for the January 2015 College Football Playoff National Championship event in Dallas, Texas for the sale of merchandise. The Championship event attracted thousands of football fans, members of national media, and a star-studded lineup of entertainers.
They say everything is bigger in Texas and football is no exception. Unified Payments setup a multi-location processing system in three days to process payments for events throughout College Football Playoff championship weekend.
Solutions provided by the Unified Payments’ team included installing the payment processing system within 68,000 square feet of combined merchandise space, and setting up 24 registers, iPad based terminals, Bluetooth scanners and receipt printers in five separate sites to enable seamless, centralized inventory controls and replenishment, fast checkout, excellent customer service, and the ability to accept Apple Pay.
“We are delighted with the successful project for College Football Playoff National Championship,” says Net Element CEO Oleg Firer. “The Unified Payments team has provided full-cycle processing services from technical setup to processing and settlement in a reliable and efficient manner for key vendors during Championship Week in Dallas.”
Unified Payments collaborated with partners from iConnect to ensure that payment transactions in the five separate locations functioned seamlessly. Locations included Kay Bailey Hutchinson Convention Center, Gaylord Resort, Hilton Anatole, Omni Hotel, and Globe Life Stadium (Texas Rangers Park).
With this high-profile event under wraps, the Company plans to deploy its solutions for similar events in the future. “Net Element will actively pursue additional opportunities and events for which we can provide our competitively priced, on-demand, scalable, mobile, technologically advanced processing solution along with additional payment means such as Apple Pay, and extensive merchant analytics tools. Event processing is a new niche for us and we are very excited with this new business line and the opportunities it creates for us,” says Firer.
About Net Element
Net Element (NASDAQ: NETE) is a global technology-driven group specializing in mobile payments and value-added transactional services. The Company owns and operates a global mobile payments and transaction processing provider, TOT Group. TOT Group companies include Unified Payments; Aptito, a next generation cloud-based point of sale payments platform; and TOT Money, which has a leading position in Russia and has been ranked as the #1 SMS content provider by Beeline, Russia’s second largest telecommunications operator. Together with its subsidiaries, Net Element enables ecommerce and adds value to mobile commerce environments. Its global development centers and high-level business relationships in the United States, Russia and Commonwealth of Independent States strategically position the Company for continued growth. More information is available at www.netelement.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, whether Net Element or its business continues to grow,, whether the Company will be successful in procuring additional event-processing business, whether Net Element can secure any additional financing and if such additional financing will be adequate to meet the Company’s objectives. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: (i) Net Element’s ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element’s ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element’s ability to successfully expand in existing markets and enter new markets; (iv) Net Element’s ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element’s business; (viii) changes in government licensing and regulation that may adversely affect Net Element’s business; (ix) the risk that changes in consumer behavior could adversely affect Net Element’s business; (x) Net Element’s ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; (xii) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of further U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
(HZNP) Prices Offering of $350 Million of 2.50% Exchangeable Senior N
DUBLIN, IRELAND–(Mar 6, 2015) – Horizon Pharma plc (NASDAQ: HZNP), a specialty biopharmaceutical company focused on improving patients’ lives by identifying, developing, acquiring and commercializing differentiated products that address unmet medical needs, announced today that Horizon Pharma Investment Limited, its wholly-owned subsidiary (the “Issuer”), priced its offering of $350 million aggregate principal amount of Exchangeable Senior Notes due 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering was increased from the previously announced $300 million aggregate principal amount. The Issuer has also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $50 million aggregate principal amount of the notes. The sale of the notes is expected to close on March 13, 2015, subject to customary closing conditions.
The Issuer expects that the net proceeds from this offering will be approximately $338.0 million (or approximately $386.5 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount and estimated offering expenses payable by the Issuer. Horizon currently expects to use the net proceeds from the offering for general corporate purposes and to fund future acquisitions or investments in businesses, products and product candidates, although Horizon has no present commitments or agreements to do so.
The notes will be general unsecured senior obligations of the Issuer and accrue interest at an annual rate of 2.50% payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2015. The notes will mature on March 15, 2022, unless earlier exchanged, repurchased or redeemed. The Issuer’s obligations under the notes will be fully and unconditionally guaranteed on a senior unsecured basis by Horizon Pharma plc. The notes will be exchangeable under certain circumstances for, and the Issuer will settle exchanges of the notes by paying or causing to be delivered, as the case may be, cash, ordinary shares of Horizon Pharma plc or a combination of cash and ordinary shares, at its election. Prior to March 15, 2022, the Issuer may redeem the notes, in whole but not in part, in connection with certain tax-related events (a “tax redemption”), and on or after March 20, 2019, the Issuer may redeem the notes, in whole or in part, if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date of the redemption notice, in each case at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date.
The exchange rate will initially be 34.8979 ordinary shares of Horizon Pharma plc per $1,000 principal amount of the notes (equivalent to an initial exchange price of approximately $28.66 per ordinary share of Horizon Pharma plc). The exchange rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or upon a tax redemption, the Issuer will increase the exchange rate for a holder who elects to exchange its notes in connection with such a corporate event or during the related redemption period in certain circumstances.
Morgan Stanley, Jefferies, Cowen and Company, Guggenheim Securities and UBS Investment Bank are acting as joint book-running managers of the offering. JMP Securities and Avondale Partners are acting as co-managers.
None of the notes, any of Horizon Pharma plc’s ordinary shares issuable upon exchange of the notes or the guarantee have been or are expected to be registered under the Securities Act or under any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Horizon Pharma plc
Horizon Pharma plc is a specialty biopharmaceutical company focused on improving patients’ lives by identifying, developing, acquiring and commercializing differentiated products that address unmet medical needs. The Company markets a portfolio of products in arthritis, inflammation and orphan diseases. Horizon’s U.S. marketed products are ACTIMMUNE® (interferon gamma-1b), DUEXIS® (ibuprofen/famotidine), PENNSAID® (diclofenac sodium topical solution) 2% w/w, RAYOS® (prednisone) delayed-release tablets and VIMOVO® (naproxen/esomeprazole magnesium). Horizon’s global headquarters are in Dublin, Ireland. For more information, please visit www.horizonpharma.com.
Forward-Looking Statements
This press release includes forward-looking statements regarding Horizon’s financing plans, including statements related to Horizon’s offering of the notes, the terms of the notes and the intended use of net proceeds of the offering. Such statements are subject to certain risks and uncertainties including, without limitation, risks related to whether Horizon will consummate the offering of the notes on the expected terms, or at all, market and other general economic conditions, whether Horizon will be able to satisfy the conditions required to close any sale of the notes, and the fact that Horizon’s management will have broad discretion in the use of the proceeds from any sale of the notes. Horizon’s forward-looking statements also involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Although Horizon’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by Horizon. As a result, you are cautioned not to rely on these forward-looking statements. These and other risks concerning Horizon are described in additional detail in Horizon Pharma plc’s annual report on Form 10-K for the year ended December 31, 2014, which is on file with the Securities and Exchange Commission.
Contacts:
Investors:
Robert F. Carey
Executive Vice President, Chief Business Officer
Email Contact
U.S. Media Contact:
Geoff Curtis
Email Contact
+1 312 233-1253
Ireland Media Contact:
Ray Gordon
Gordon MRM
Email Contact
+353 (87) 2417373
(CNIT) Jointly Launched China’s First Standardized Real Estate Registration Platform
SHENZHEN, China, March 6, 2015 — China Information Technology, Inc. (the “Company” or “CNIT”) (Nasdaq GS: CNIT), a leading provider of integrated cloud-based platform, exchange, and big data solutions to the Chinese new media industry, today announced that an affiliate entity of the Company, Wuda Geoinformatics Co., Ltd. (“Wuda Geo”), jointly launched China’s first standardized real estate registration platform with the Ministry of Land and Resources at Xuzhou City of Jiangsu Province.
On March 1, 2015, Mr. Daming Jiang, Minister of Land and Resources of China, issued the first certificate of real property title under China’s new property registration system at a ceremony in Xuzhou. The event symbolized the inception of standardized real estate registration in China, and also marked the official launch of the real estate registration platform jointly developed by Wuda Geo and the Ministry of Land and Resources in Xuzhou.
Systematic data collection and integration is the foundation of standardized real estate registration. Given the quantity and complexity associated with real estate registration data in China, Wuda Geo pioneered the design and application of a collaborative data integration platform in Xuzhou City. The collaborative platform breaks down the workflow of data integration into five steps – Data Preparation, Data Matching, Matching Result Extraction, Task Push and Data Integration. Users collaborate on each step of the process using standardized data rules. As a result, the application of collaborative technologies maximizes resource utilization and accurately and effectively integrates real estate registration data.
Wuda Geo will continue to collaborate with Ministry of Land and Resources at Xuzhou City to build and launch an online management platform to share real estate registration data with relevant government agencies. The platform is also intended to contribute toward improved real estate market regulation, safe and secure transactions of real estate and the protection of real estate titles.
Mr. Jianghuai Lin, Chairman and CEO of CNIT, stated, “launching a standardized real estate registration platform represents a milestone in the reform of property right system in China. We are honored to be part of the history making. The most challenging technical aspect of standardized real estate registration is the accurate collection and integration of massive and complex property data. To us, selection by the Ministry of Land and Resources is the highest endorsement for our industry-leading geoinformatics, collaborative technologies and big data processing capabilities. Upon the successful launch in Xuzhou, we look forward to bringing our standardized real estate registration platform to different parts of the country, as well as applying the underlying data technologies to serve our new media customers.”
About Wuda Geoinformatics Co., Ltd.
Wuda Geo is an affiliate of CNIT (for details of the relationship between the two companies, please refer to the most recent annual report on Form 20-F of CNIT filed with the Securities and Exchange Commission). CNIT reached a strategic agreement with CITIC Securities Co., Ltd. in August, 2014, to explore the potential of reorganizing Wuda Geo’s ownership structure and listing Wuda Geo in China’s stock markets.
About China Information Technology, Inc.
China Information Technology, Inc. (CNIT) is on a mission to make advertising accessible and affordable for businesses of all sizes. CNIT is a leading provider of integrated cloud-based platform, exchange, and big data solutions to the Chinese new media industry. Its Internet ecosystem enables all participants of the new media community to efficiently promote brands, disseminate knowledge, and exchange resources. Through continuous innovation, CNIT is leveraging its proprietary Cloud-Application-Terminal technology to level the competitive landscape in the new media industry and deliver value for its shareholders, employees, customers, and the community. To learn more, please visit www.chinacnit.com.
Safe Harbor Statement
This press release may contain certain “forward-looking statements” relating to the business of China Information Technology, Inc., and its subsidiaries and other consolidated entities. All statements, other than statements of historical fact included herein, are “forward-looking statements” in nature within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, often identified by the use of forward-looking terminologies such as “believes”, “expects” or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company and its subsidiaries and other consolidated entities or persons acting on their behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
For further information, please contact:
China Information Technology, Inc.
Tiffany Pan
Tel: +86 755 8370 4767
Email: ir@chinacnit.com
http://www.chinacnit.com
Grayling
Shiwei Yin
Investor Relations
Tel: +1.646.284.9474
Email: cnit@grayling.com
(NVGN) to be Presented at Two Major Conferences
SYDNEY, March 6, 2015 — Novogen today announces that Professor Gil Mor MD PhD from Yale Medical School will be presenting pre-clinical data on the lead candidate product, Cantrixil, at two upcoming conferences.
The first is an oral presentation at the 62nd Society of Reproductive Investigation conference, March 25-28, Hilton San Francisco, CA. Professor Mor’s presentation will focus on the pre-clinical efficacy studies that justified the Company’s decision to progress Cantrixil into the clinic for the treatment of abdominal carcinomatosis.
The second is a late-breaking poster at the annual American Association for Cancer Research (AACR) conference, April 18-22, Pennsylvania Convention Center, Philadelphia, PA. The presentation will review mechanistic aspects of Cantrixil efficacy in ovarian cancer stem cells, and also detail in vivo data generated on Cantrixil in Yale’s recurrent ovarian cancer carcinomatosis model that has informed the design of the Company’s first-in-man clinical trial.
About Novogen Limited
Novogen is a public, drug-development company whose shares trade on both the Australian Securities Exchange (‘NRT’) and NASDAQ (‘NVGN’). The Novogen Group includes a New Haven CT-based joint venture company, CanTx Inc., with Yale University.
Novogen has two Novogen has two main drug technology platforms: super-benzopyrans (SBPs) and anti-tropomyosins (ATMs). SBP compounds have been created to kill the full range of cells within a tumor, but particularly the cancer stem cells. The ATM compounds target the microfilament component of the cancer cell and when used in conjunction with standard anti-microtubular drugs, result in comprehensive and fatal destruction of the cancer cell’s cytoskeleton. Ovarian cancer, colorectal cancer, malignant ascites, prostate cancer, neural cancers (glioblastoma, neuroblastoma in children) and melanoma are the key clinical indications being pursued, with the ultimate objective of employing both technologies as a unified approach to first-line therapy.
Further information is available on our website www.novogen.com.
For more information please contact:
Corporate ContactDr. Graham Kelly
Executive Chairman & CEO Novogen Group +61 (0) 2 9472 4100 |
Media EnquiriesCristyn Humphreys
Chief Operating Officer Novogen Group +61 (0) 2 9472 4111 |
Forward Looking Statement
This press release contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. The Company has tried to identify such forward-looking statements by use of such words as “expects,” “appear,” “intends,” “hopes,” “anticipates,” “believes,” “could,” “should,” “would,” “may,” “target,” “evidences” and “estimates,” and other similar expressions, but these words are not the exclusive means of identifying such statements. Such statements include, but are not limited to any statements relating to the Company’s drug development program, including, but not limited to the initiation, progress and outcomes of clinical trials of the Company’s drug development program, including, but not limited to, CANTRIXIL, and any other statements that are not historical facts. Such statements involve risks and uncertainties, including, but not limited to, those risks and uncertainties relating to the difficulties or delays in financing, development, testing, regulatory approval, production and marketing of the Company’s drug components, including, but not limited to CANTRIXIL, the ability of the Company to procure additional future sources of financing, unexpected adverse side effects or inadequate therapeutic efficacy of the Company’s drug compounds, including, but not limited to, CANTRIXIL, that could slow or prevent products coming to market, the uncertainty of patent protection for the Company’s intellectual property or trade secrets, including, but not limited to, the intellectual property relating to CANTRIXIL, and other risks detailed from time to time in the filings the Company makes with Securities and Exchange Commission including its annual reports on Form 20-F and its reports on Form 6-K. Such statements are based on management’s current expectations, but actual results may differ materially due to various factions including those risks and uncertainties mentioned or referred to in this press release. Accordingly, you should not rely on those forward-looking statements as a prediction of actual future results.
(AMRN) Announces $52.8 Million Private Placement
BEDMINSTER, NJ and DUBLIN, IRELAND–(March 06, 2015) – Amarin Corporation plc (NASDAQ: AMRN), a biopharmaceutical company focused on the commercialization and development of therapeutics to improve cardiovascular health, today announced that it has entered into a definitive securities subscription agreement with a group of institutional investors, including both existing and new investors, for the private placement of up to a maximum of $52,822,618.50 of restricted American Depositary Shares, each representing one share of Amarin’s Series A Convertible Preference Shares, par value £0.05 per share, in the capital of the Company.
For each restricted American Depositary Share, the investors have agreed to pay a negotiated price of $0.15, resulting in $52,822,618.50 in aggregate gross proceeds to Amarin, before deducting estimated offering expenses of approximately $0.6 million. The closing of the private placement is subject to customary closing conditions.
The Series A Convertible Preference Shares are non-voting. Each ten (10) Series A Convertible Preference Shares may be consolidated and redesignated as one ordinary share, par value £0.50 per share, in the capital of the Company, provided that consolidation will be prohibited if, as a result, the holder and its affiliates would beneficially own more than 4.99% of the total number of Amarin ordinary shares outstanding following such redesignation. A maximum of 35,215,079 ordinary shares, each represented by American Depositary Shares (ADSs) are issuable upon the consolidation and redesignation of the Series A Convertible Preference Shares.
The securities offered and to be sold by Amarin in this private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from registration requirements. Amarin has agreed to file a registration statement with the SEC covering the resale of the restricted American Depositary Shares and the ordinary shares created by the consolidation and redesignation of the Series A Convertible Preference Shares.
The Company intends to use the net proceeds from this private placement primarily to support the commercialization of Vascepa® (icosapent ethyl) capsules, to advance the Company’s REDUCE-IT cardiovascular outcomes trial and for general corporate and working capital purposes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
About Amarin
Amarin Corporation plc is a biopharmaceutical company focused on the commercialization and development of therapeutics to improve cardiovascular health. Amarin’s product development program leverages its extensive experience in lipid science and the potential therapeutic benefits of polyunsaturated fatty acids. Amarin’s clinical program includes commitment to an ongoing outcomes study. Vascepa® (icosapent ethyl), Amarin’s first FDA approved product, is a highly-pure, omega-3 fatty acid product available by prescription. For more information about Vascepa visit www.vascepa.com. For more information about Amarin visit www.amarincorp.com.
Forward-looking statements
This press release contains forward-looking statements, including statements about the expected closing of the private placement and the expected use of proceeds from the private placement. These forward-looking statements are not promises or guarantees and involve substantial risks and uncertainties. In particular, as disclosed in its previous filings with the U.S. Securities and Exchange Commission, Amarin’s ability to effectively commercialize Vascepa will depend in part on efforts of third parties, its ability to create market demand for Vascepa through education, marketing and sales activities, to achieve market acceptance of Vascepa, to receive adequate levels of reimbursement from third-party payers, to develop and maintain a consistent source of commercial supply at a competitive price, and to maintain patent protection for Vascepa. Among the factors that could cause actual results to differ materially from those described or projected herein include the following: uncertainties associated generally with research and development, clinical trials and related regulatory approvals; the risk associated with the FDA’s October 2013 rescission of the ANCHOR SPA agreement; the risk that FDA will follow the negative recommendation of the advisory committee; the risk that the recent reductions in expenses will not be sufficient or will hurt sales; the risk that historical REDUCE-IT clinical trial enrollment and randomization rates may not be predictive of future results and related cost may increase beyond expectations; and the risk that patents may not be upheld in patent litigation and applications may not result in issued patents. A further list and description of these risks, uncertainties and other risks associated with an investment in Amarin can be found in Amarin’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Amarin undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise.
Amarin contact information:
Michael Farrell
Investor Relations and Corporate Communications
Amarin Corporation plc
In U.S.: +1 (908) 719-1315
investor.relations@amarincorp.com
Graham Morrell
Trout Group
In U.S.: +1 (646) 378-2954
gmorrell@troutgroup.com
(PTN) To Present At The 27th Annual ROTH Conference
CRANBURY, N.J., March 6, 2015 — Palatin Technologies, Inc. (NYSE MKT: PTN) announced today that it will be presenting at the 27th Annual ROTH Conference on Wednesday, March 11, 2015, at 10:30 a.m. Pacific Time. The conference will be held at the Ritz Carlton Laguna Niguel in Dana Point, CA.
Carl Spana, Ph.D., President and Chief Executive Officer of Palatin Technologies, will provide an update on Palatin’s corporate and development programs.
About Palatin Technologies, Inc.
Palatin Technologies, Inc. is a biopharmaceutical company developing targeted, receptor-specific peptide therapeutics for the treatment of diseases with significant unmet medical need and commercial potential. Palatin’s strategy is to develop products and then form marketing collaborations with industry leaders in order to maximize their commercial potential. For additional information regarding Palatin, please visit Palatin’s website at www.palatin.com.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/palatin-technologies-to-present-at-the-27th-annual-roth-conference-300046863.html
(GLNG) & Rosneft SIgn MOU Over FLNG
Golar LNG Limited (“Golar”) and Rosneft Oil Company (“Rosneft”) have entered into a Memorandum of Understanding (“MoU”) that foresees cooperation between the companies in the area of floating liquefaction (FLNG) and transportation of natural gas.
Under this MoU the companies will enter into discussions to develop opportunities for the use of Golar’s GoFLNG facilities in Latin America and potentially other locations. The parties are targeting signing of two FLNG tolling agreements for projects within Rosneft’s portfolio.
This memorandum between Golar and Rosneft represents an opportunity for both companies to clearly align their objectives, combining Golar’s leading midstream LNG credentials (liquefaction, transportation and regasification) and Rosneft’s world class upstream portfolio.
Rosneft is the third largest gas producer in Russia. Rosneft gas production reached 42.1 bcm in 2013, while the recoverable natural gas reserves topped 6.5 tcm. The company target is to reach 100 bcm of annual gas production by 2020.
Golar is one of the world’s largest independent owners and operators of LNG carriers with over 40 years of industry experience. Golar’s innovation delivered the world’s first Floating Storage and Regasification Units (FSRU) based on the conversion of existing LNG carriers. Golar’s latest strategic move is to extend its business model further upstream by deploying its floating liquefaction technology (GoFLNG). The objective is to become the industry’s leading integrated midstream LNG services provider, supporting resource owners, gas producers and gas consumers
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflects management’s current expectations, estimates and projections about its operations. All statements, other than statements of historical facts, that address activities and events that will, should, could or may occur in the future are forward-looking statements. Words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue,” or the negative of these terms and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Golar undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.
Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: changes in LNG, FSRU and FLNGV market trends, including charter rates, ship values and technological advancements; changes in the supply and demand for LNG; changes in trading patterns that affect the opportunities for the profitable operation of LNG carriers, FSRUs; and FLNGVs; changes in Golar’s ability to retrofit vessels as FSRUs and FLNGVs, Golar’s ability to obtain financing for such retrofitting on acceptable terms or at all and the timing of the delivery and acceptance of such retrofitted vessels; increases in costs; changes in the availability of vessels to purchase, the time it takes to construct new vessels, or the vessels’ useful lives; changes in the ability of Golar to obtain additional financing; changes in Golar’s relationships with major chartering parties; changes in Golar’s ability to sell vessels to Golar LNG Partners LP; Golar’s ability to integrate and realize the benefits of acquisitions; changes in rules and regulations applicable to LNG carriers, FSRUs and FLNGVs; changes in domestic and international political conditions, particularly where Golar operates; as well as other factors discussed in Golar’s most recent Form 20-F filed with the Securities and Exchange Commission. Unpredictable or unknown factors also could have material adverse effects on forward-looking statements.
Hamilton, Bermuda
March 5, 2015
Enquiries:
Golar Management Limited: + 44 207 063 7900
Brian Tienzo
Stuart Buchanan
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