Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Capital Bank Corporation Announces the Sale of Three Branch Offices RALEIGH, N.C., Feb. 17 /PRNewswire-FirstCall/ -- Capital Bank Corporation (Nasdaq: CBKN), the parent company of Capital Bank, announced today that it has agreed to sell three of Capital Bank's branch offices. The Capital Bank branch located in Warrenton is being acquired by First-Citizens Bank & Trust Company and the branches in Woodland and Seaboard are being acquired by Southern Bank and Trust Company. Capital Bank will sell the related assets and liabilities of the three offices, including loans, deposits and facilities.
Associates working at these locations are expected to be transferred to the acquiring institutions.
"The sale of these branches will allow Capital Bank to better align its branch network with the strategic direction of the Bank. Our branching strategy focuses on expanding into higher-growth markets within and contiguous to our current footprint," stated Grant Yarber, President and Chief Operating Officer for Capital Bank. "This is a strategic decision that will allow us to redeploy our capital and increase the efficiency of the Bank. Our intent is to make the transition as smooth as possible for the customers and employees of these offices," said Bill Burkhardt, Chief Executive Officer.
The transaction is expected to be completed during 2004 and is subject to regulatory approval.
Capital Bank Corporation, headquartered in Raleigh, N.C., with more than $857 million in total assets, offers a broad range of financial services.
Capital Bank operates 18 banking offices in Raleigh (4), Sanford (3), Burlington (3), Asheville (2), Cary (2), Oxford, Hickory, Siler City, and Graham and a mortgage lending office in Greensboro. The company's website is www.capitalbank-nc.com .
Information in this press release contains forward-looking statements.
These statements involve risks and uncertainties that could cause actual results to differ materially, including without limitation delays in obtaining or failure to receive required regulatory approvals, the effects of future economic conditions, governmental fiscal and monetary policies, legislative and regulatory changes, the risks of changes in interest rates, and the effects of competition. Additional factors that could cause actual results to differ materially are discussed in Capital Bank Corporation's filings with the Securities and Exchange Commission, including without limitation its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. Capital Bank Corporation does not undertake a duty to update any forward looking statements in this press release.
SOURCE Capital Bank
United Companies Changing Structure of Trebor Industries Acquisition Business Editors SARASOTA, Fla.--(BUSINESS WIRE)--Feb. 17, 2004--United Companies Corporation, (OTCBB:UCPJ) rescinded today the press announcement stating that it has completed its merger with Trebor Industries.
United President, Dave Norris stated that as a result of the final review of the transaction the merger has not closed. Both parties have agreed to change the structure of the acquisition to a share exchange versus a merger. Mr. Norris further states that both Trebor and United are excited about the transaction and are working diligently to complete the documentation in the next few days.
For further information now on Trebor Industries, Inc., d/b/a Brownies Third Lung go to http://www.browniedive.com.
Forward Looking Statements: Statements about the company's future expectations, including revenues and earnings and all other statements in this press release other than historical facts are "forward looking statements" within the meaning of section 27A of the Capital Securities Act of 1933, section 21E of the Securities Exchange act of 1934, and as the term defined in the Private Litigation Reform Act of 1995. The Company's actual results could differ materially from expected results. The company undertakes no obligation to update forward looking statements to reflect subsequently occurring events or circumstances. Should events occur which materially affect any comments made within this press release; the company will appropriately inform the public.
For investor relations please contact United Companies Corporation.
SurgiCare Announces Execution of Definitive Agreement and Filing of Preliminary Proxy Materials Business Editors/Health/Medical Writers HOUSTON--(BUSINESS WIRE)--Feb. 17, 2004--SurgiCare Inc.
(AMEX:SRG), a Houston-based ambulatory surgery company, announced today that it has executed a definitive agreement to acquire Dennis Cain Physician Solutions, Ltd. ("DCPS") and Medical Billing Services Inc. ("MBS"). In addition, SurgiCare announced that it has filed preliminary proxy materials with the Securities and Exchange Commission (which may be reviewed at the Web site maintained by the SEC at http://www.sec.gov) relating to a meeting of stockholders to be held to approve various matters relating to the DCPS and MBS acquisitions, as well as the previously announced recapitalization, equity investment and acquisition of Integrated Physician Solutions Inc. ("IPS"). As part of the contemplated transactions, Brantley Partners IV, L.P. ("Brantley") will provide approximately $7.3 million in equity financing and negotiate an anticipated $8-10 million debt restructuring that will facilitate the formation of a consolidated healthcare services company, which will be renamed Orion HealthCorp Inc. ("Orion").
It is anticipated that Orion will continue to trade on the American Stock Exchange under a new symbol, ONH. Keith LeBlanc, the current CEO of SurgiCare, will continue to run the operations of SurgiCare and will be President of Orion. Terry Bauer, the current CEO of IPS, will continue to run IPS and will be the CEO of Orion. The meeting of stockholders has been set for May 4, 2004 at 5:30 p.m.
Central Time at the corporate headquarters of SurgiCare at 12727 Kimberley Lane, Suite 200, Houston, TX.
Closing of the transactions is conditioned upon several factors, including: approval of SurgiCare's stockholders; approval of continued listing of Orion's stock on the American Stock Exchange; satisfactory completion of due diligence by certain of the parties; satisfactory resolution of outstanding issues with creditors; exchange of our Series AA Preferred Stock for shares of our common stock; simultaneous closing of all transactions; and other conditions commonly found in similar transactions.
Stockholders are urged to read carefully the definitive proxy materials (including all exhibits thereto), which will be available after completion of audits of 2003 results. The definitive proxy materials will contain important information regarding SurgiCare, IPS, DCPS, MBS, the proposed transactions, the persons soliciting proxies relating to the proposed transactions, their interests in the proposed transactions and other related matters. Solicitation of proxies will be made only after definitive proxy materials have been provided to stockholders of SurgiCare. Free copies of the definitive proxy statement and any other relevant documents may also be obtained (when available) from SurgiCare by directing a request to SurgiCare Inc., 12727 Kimberly Lane, Suite 200, Houston, Texas 77024, attention: Tanya Jacobson, telephone 866-821-5200.
Summary of the DCPS and MBS Acquisitions Orion will acquire both DCPS and MBS for a combination of $500,000 in promissory notes, either $2.9 million or $3.5 million in cash (depending on the Orion stock price at closing), and either 1,406,061 or 1,212,122 shares (depending on the Orion stock price at closing) of Orion Class C Common Stock, a newly-created class of stock with certain liquidation and anti-dilution protections. This purchase price is subject to retroactive adjustment based on the financial results of these two companies in the two years following their acquisition.
Comments and Additional Information SurgiCare has made progress on other tasks necessary to complete the contemplated combinations and recapitalization, including the conversion of all shares of Series A Preferred Stock into common stock and the commencement of the re-syndication of its current surgery centers.
Keith LeBlanc, CEO of SurgiCare commented, "Completion of the preliminary proxy materials, along with the execution of the DCPS/MBS definitive agreement, is a significant milestone in the completion of this complex series of transactions. We are now entering the final phase of the SurgiCare restructuring process. Simultaneously we have begun the process of restructuring the partnerships at our existing centers, with new operating agreements, management contracts, and removal of the non-participating physicians. We remain confident that the Orion platform is the correct strategy for long-term stability and growth, and are anxious to start the growth phase." For the year ended Dec. 31, 2003, the combined entities had pro-forma revenues in excess of $45 million. The addition of Brantley as an investment partner will enable Orion to execute on its growth strategy and expand into new areas of outpatient healthcare delivery.
Orion's strategy is to develop a comprehensive, multi-dimensional, alternative site healthcare delivery system. This integrated healthcare services delivery model will be focused on serving the needs of our physician partners and clients and better enable them to meet the demands of the outpatient marketplace.
Paul Cascio, a general partner at Brantley, stated, "We remain very enthusiastic about this opportunity. The addition of the DCPS and MBS billing businesses to Orion is a very positive development.
Although there remain several debt and equity restructuring issues which need to be completed prior to the close of the contemplated transactions, we continue to be optimistic that all contingencies will be removed in a timely fashion. Although our short term objective is to get the contemplated transactions closed, we are equally focused on the long term growth prospects of Orion." About the Companies SurgiCare Inc., based in Houston, operates freestanding, licensed, certified and Medicare-approved outpatient ambulatory surgery centers that are staffed by board-certified surgeons. SurgiCare's mission is to deliver high-quality, affordable, community-based healthcare and provide access to local, specialized services in its centers through program affiliations. Additional information concerning SurgiCare is available at www.surgicareinc.com.
Integrated Physician Solutions Inc. is a Roswell, Georgia-based company, whose business units include Pediatric Physician Alliance, a national owner and operator of pediatric medical clinics, and IntegriMED, a provider of technology solutions for physicians that have been developed as a result of the Company's experience with managing small to medium-sized physician practices.
Dennis Cain Physician Solutions, Ltd. and Medical Billing Systems Inc. are affiliated companies headquartered in Houston, that provide billing and collections and practice management services to hospital based physicians, imaging centers and surgery centers.
Brantley Partners IV, L.P., located in Beachwood, Ohio, is one of a group of affiliated funds managed by Brantley Management Company.
Collectively, these funds have over $300 million of invested and committed capital, and have extensive investments in the healthcare area, as well as in other areas. Additional information concerning these funds and some of their portfolio companies is available at www.brantleypartners.com.
Information About Forward-Looking Statements Certain statements in this press release constitute "forward-looking statements" within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Acts"). Any statements contained herein that are not statements of historical fact are deemed to be forward-looking statements.
The forward-looking statements in this press release are based on current beliefs, estimates and assumptions concerning the operations, future results, and prospects of SurgiCare and the other companies described herein. As actual operations and results may materially differ from those assumed in forward-looking statements, there is no assurance that forward-looking statements will prove to be accurate.
Forward-looking statements are subject to the safe harbors created in the Acts.
Any number of factors could affect future operations and results and the consummation of the transactions described herein, including, without limitation, SurgiCare's ability to refinance its debt and other accounts payable; the results of various parties' due diligence investigations; the occurrence of any material adverse change affecting any of the parties prior to closing; a worsening of SurgiCare's business or financial condition; a decline in the price of SurgiCare's common stock, which could affect the percentages to be held by the parties following the closing; receipt of the necessary approval of stockholders and regulatory authorities; and those specific risks that are discussed in SurgiCare's previously filed Annual Report on Form 10-KSB for the fiscal year ended Dec. 31, 2002.
SurgiCare undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information or future events.
Garden Fresh Restaurant Corp. Announces Mailing of Proxy Materials In Connection With Pending $16.35 Per Share Merger SAN DIEGO, Feb. 17 /PRNewswire-FirstCall/ -- Garden Fresh Restaurant Corp.
(Nasdaq: LTUS), operator of the Souplantation and Sweet Tomatoes restaurants, today announced that on February 17, 2004, it commenced mailing proxy materials relating to a special meeting of stockholders scheduled to be held at 4:00 p.m. on March 9, 2004, at the Company's San Diego headquarters, in order to vote on the approval of the pending $16.35 per share merger with a subsidiary of GF Holdings, Inc. Completion of the merger is subject to approval of stockholders at this special meeting and other conditions which are set forth in the definitive proxy statement filed with the Securities and Exchange Commission on February 17, 2004.
About Garden Fresh Garden Fresh Restaurant Corp. currently operates 97 salad buffet restaurants in California, Florida, Arizona, Colorado, Georgia, Illinois, Kansas, Missouri, Nevada, New Mexico, North Carolina, Oregon, Texas, Utah and Washington under the names Souplantation and Sweet Tomatoes. Its restaurants offer an abundance of fresh, quality salad selections, soups, bakery items, pastas and desserts in a self-serve format. For more information about the company, see Garden Fresh's website located at www.gardenfreshcorp.com GARDEN FRESH AND CERTAIN OF ITS DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF STOCKHOLDERS RELATING TO THE MERGER AGREEMENT. GARDEN FRESH HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND HAS MAILED TO ITS STOCKHOLDERS A DEFINITIVE PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS. THE DEFINITIVE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION REGARDING THE PARTICIPANTS IN THE SOLICITATION AND OTHER IMPORTANT INFORMATION ABOUT THE MERGER AGREEMENT AND THE PROPOSED MERGER. GARDEN FRESH HAS ALSO FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AN AMENDED TRANSACTION STATEMENT ON SCHEDULE 13E-3 RELATING TO THE PROPOSED MERGER.
STOCKHOLDERS OF GARDEN FRESH ARE ADVISED TO READ GARDEN FRESH'S DEFINITIVE PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS BECAUSE IT CONTAINS IMPORTANT INFORMATION. STOCKHOLDERS OF GARDEN FRESH MAY OBTAIN, FREE OF CHARGE, COPIES OF GARDEN FRESH'S DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED BY GARDEN FRESH WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE INTERNET WEBSITE MAINTAINED BY THE SECURITIES AND EXCHANGE COMMISSION AT WWW.SEC.GOV. THESE DOCUMENTS MAY ALSO BE OBTAINED FREE OF CHARGE BY CALLING INVESTOR RELATIONS AT GARDEN FRESH AT 858-675-1600.
Forward-looking Information Certain statements in this news release for Garden Fresh Restaurant Corp., including statements regarding the proposed merger are forward-looking and may involve a number of risks and uncertainties. Certain factors that could cause actual events not to occur as expressed in the forward-looking statements include, but are not limited to, the failure to satisfy various conditions contained in the merger agreement. The company assumes no obligation to update the forward-looking information. Other risks and uncertainties concerning the company's performance are set forth in reports and documents filed by the company with the Securities and Exchange Commission from time to time. Please use caution in placing reliance on forward-looking statements.
FOR QUESTIONS RELATED TO THE MAILING OF PROXY MATERIALS, PLEASE CONTACT: Lawrence E. Dennedy MacKenzie Partners, Inc.
Tel: (212) 929-5500 SOURCE Garden Fresh Restaurant Corp.
Boston Private Completes Acquisition of First State Bancorp BOSTON, Feb. 17 /PRNewswire-FirstCall/ -- Boston Private Financial Holdings, Inc. (Nasdaq: BPFH) today announced that it has completed the acquisition of First State Bancorp (OTC Bulletin Board: FCAL.OB), the holding company of First State Bank of California (FSB), a $188 million asset commercial bank located in Los Angeles County. Founded in 1983, First State Bank of California is headquartered in Granada Hills with an office in Burbank and a loan production office in Rancho Cucamonga, California.
The transaction is valued at $27.5 million, or $18.93 per share, with 85% payable in shares of Boston Private common stock and the remaining 15% payable in cash. Each share of First State common stock will be converted into a combination of approximately $2.84 in cash and 0.6757 shares of Boston Private common stock based on an exchange ratio which values Boston Private Stock at $23.81 per share (based on the thirty day average closing price of Boston Private's stock which exceeds the $23.81 maximum pursuant to a 15% collar.) Boston Private will issue approximately 886,000 shares of common stock.
Boston Private expects the transaction to be immediately accretive to GAAP and cash earnings.
Timothy L. Vaill, Boston Private's Chairman and CEO, said, "We are pleased to be entering the Southern California marketplace this year through our acquisition of First State Bank of California, a very profitable banking platform. In line with our strategy, we plan to extend the breadth of our wealth management core capabilities in Southern California by adding financial planning and investment management expertise, as we have done in New England and Northern California. First State has a strong team, and I want to warmly welcome Rich Taylor, FSB's CEO, and his colleagues to the Boston Private family." About Boston Private Financial Holdings Established in 1987, Boston Private Financial Holdings offers a full range of wealth management services to successful people, their families, their businesses, and to selected institutions. Boston Private's assets include ten affiliate companies located in New England, Northern California, Southern California, the Pacific Northwest and New York, offering private banking, financial planning, and investment management services to its domestic and international clientele. These affiliates include: in New England, Boston Private Bank & Trust Company, Westfield Capital Management Company, RINET Company, and Boston Private Value Investors; in Northern California, Sand Hill Advisors, Borel Private Bank & Trust Company, and Bingham, Osborn and Scarborough; in Southern California, First State Bank of California, in the Pacific Northwest, Coldstream Capital Management, based in Bellevue, Washington, and in New York, Dalton, Greiner Hartman Maher & Co., LLC. Boston Private affiliates manage approximately $15.3 billion in client assets, and have balance sheet assets of approximately $2.4 billion. It is a member of the Standard & Poor's 600 Index and is included on the Nasdaq Financial-100 Index(R).
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements about the benefits of the transaction to Boston Private, including future financial and operating results, enhanced revenues that may be realized from the transaction, the accretive effect of the transaction on Boston Private's financial results, and Boston Private's performance goals for First State Bank of California; (ii) statements with respect to Boston Private's strategy, initiatives, plans, objectives, expectations, and intentions; (iii) statements regarding future operations, market position or prospects of either Boston Private or First State Bank of California; (iv) statements regarding potential product development; and (v) other statements identified by words such as "will," "continues," "increases," "expand," "grow," "opportunity," "believes," "expects," "anticipates," "estimates," "intends," "plan," "target," and similar expressions. These statements are based upon the current beliefs and expectations of Boston Private's management and are subject to significant risks and uncertainties.
Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in such forward-looking statements: (1) the expected benefits to Boston Private's wealth management initiatives may not be realized or may be realized more slowly than expected; (2) the risk that the business of First State Bank of California will not be integrated successfully with Boston Private's or such integration may be more difficult, time-consuming or costly than expected; (3) expected revenue and business synergies from the transaction may not be fully realized or realized within the expected time frame; (4) competitive pressures among investment management companies may increase significantly and have an effect on pricing, spending, product offerings, third-party relationships, revenues and Boston Private's and First State Bank of California's abilities to attract and retain clients; (5) the strength of the United States economy in general and specifically the strength of the New England, California, New York and other economies in which Boston Private and First State Bank of California will be operating may be different than expected resulting in, among other things, a deterioration in borrowers' ability to service and repay loans, or a reduced demand for credit, including the resultant effect on the combined company's loan portfolio, levels of charge-offs and non-performing loans and allowance for loan losses, and reduced demand for wealth management services; and (6) adverse conditions in the stock market, the public debt market and other capital markets and the impact of such conditions on the Boston Private's and First State Bank of California's asset management activities and fees from such activities.
Additional factors that could cause Boston Private's results to differ materially from those described in the forward-looking statements can be found in Boston Private's other press releases and Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Boston Private does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
SOURCE Boston Private Financial Holdings, Inc.
The Peoples Holding Company Signs Definitive Agreement to Acquire Renasant Bancshares, Inc. of Germantown, Tennessee Business Editors TUPELO, Miss.--(BUSINESS WIRE)--Feb. 17, 2004--The Peoples Holding Company (AMEX:PHC) and Renasant Bancshares, Inc. announced today the signing of a definitive merger agreement pursuant to which The Peoples Holding Company will acquire Renasant Bancshares, Inc., a Tennessee-chartered bank holding company ("Renasant") headquartered in Germantown, TN. Renasant is the parent of Renasant Bank and at December 31, 2003, had total assets of $226 million, total deposits of $186 million and total stockholders' equity of $17 million.
According to the terms of the merger agreement, each Renasant common shareholder can elect to receive one of the three following options: (1) 1.117015 shares of PHC common stock for each share of Renasant common stock, (2) $36.37 in cash for each share of Renasant common stock, or (3) a combination of 45% cash and 55% common stock.
The merger consideration received by Renasant shareholders is subject to adjustment so that the merger will qualify as a tax-free reorganization, and the receipt of PHC common stock by Renasant shareholders will be tax free to Renasant shareholders. Based on PHC's market close of $31.85 on February 13, 2004, the aggregate transaction value, including the dilutive impact of Renasant's options and warrants, is approximately $56.7 million.
The acquisition expands PHC's franchise into the high growth Memphis region through Renasant's two banking offices in Germantown and Cordova. Renasant also operates a loan production office in Hernando, MS. The acquisition is expected to close in the third quarter of 2004 and is subject to regulatory and Renasant shareholder approval and other conditions set forth in the merger agreement.
"This acquisition represents an excellent fit with our franchise and gives us access to the fast growing markets of Memphis," stated E.
Robinson McGraw, President & Chief Executive Officer of PHC. "We are excited about this partnership with Renasant and believe we share similar values, cultures and operating philosophies. PHC considers Frank Cianciola as one of the premier bankers in the Memphis market, and we are proud to have him join the PHC management team. We feel the transaction will add to shareholder value in the years ahead." The transaction is expected to be approximately 4% dilutive to 2004 earnings per share determined in accordance with generally accepted accounting principles and to be accretive to earnings per share determined in accordance with generally accepted accounting principles in 2006. On a cash basis, the acquisition is expected to turn accretive in 2005.
"We look forward to this partnership and the enhanced products and services we will be able to offer our clients and prospects in the high growth markets of west Tennessee and north Mississippi," commented Frank J. Cianciola, President & Chief Executive Officer of Renasant.
"PHC's outstanding performance is a direct result of their commitment to the community banking concept of local leadership and teamwork," continued Cianciola. "That operating philosophy is helping build lasting relationships through excellent service and high value banking and non-traditional financial products." "In terms of client service and shareholder value, Renasant and PHC will clearly be stronger operating as one," stated Jack Johnson, Chairman of Renasant's Board of Directors. "Our combined companies will be better positioned to satisfy strong loan demand and our clients' need for insurance and wealth management services." Renasant Bank will maintain its name and charter. Renasant Bank will operate as an indirect subsidiary of PHC, and the management and board of Renasant Bank will remain in effect. Additionally, two board members of Renasant Bank will serve on the PHC board. "We look forward to the addition of Renasant's management to our team," concluded Mr.
McGraw. "They are experienced in the competitive Memphis marketplace and have done a superior job in building their bank." PHC and Renasant senior management will host an investor conference call on February 18, 2004 at 11:00 a.m. eastern standard time. The call may be accessed via a live Internet web cast at www.thepeoplesbankandtrust.com or through a dial-in telephone number at 1-800-901-5213, conference passcode ID 17616580. A replay of the web cast will be archived in the Investor Relations section of PHC's website. A telephone replay will be available two hours after the completion of the call through February 25, 2004 at 1-888-286-8010, conference passcode ID 25023942.
The Peoples Holding Company is the parent of Mississippi's fourth largest commercial bank headquartered in the state. Through its wholly owned subsidiary, The Peoples Bank & Trust Company, the company is also parent of The Peoples Insurance Agency, Inc. The Peoples Holding Company has assets of approximately $1.4 billion and operates 44 community bank, insurance and financial services offices in 27 cities throughout north and north central Mississippi and southwest Tennessee. Visit the company's website at www.thepeoplesbankandtrust.com for additional information.
Forward Looking Statement: Some of the statements in this press release, including, without limitation, statements regarding the proposed merger and projected growth in the counties in which we operate are "forward-looking statements" within the meaning of the federal securities laws. In addition, when we use words like "anticipate", "believe", "intend", "expect", "estimate", "could", "should", "will", and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. These forward-looking statements involve risks and uncertainties and are based on our beliefs and assumptions, and on the information available to us at the time that these disclosures were prepared. Factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among others, the following possibilities: (1) we may be unable to obtain required shareholder or regulatory approval; (2) competitive pressures among depository and other financial institutions may increase significantly; (3) changes in the interest rate environment may reduce margins; (4) general economic conditions may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduction in demand for credit; (5) economic, governmental or other factors may prevent the projected population and commercial growth in the counties in which we operate; (6) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which we are engaged; (7) costs or difficulties related to the integration of our businesses may be greater than expected; (8) deposit attrition, customer loss or revenue loss following the acquisition may be greater than expected; (9) competitors may have greater financial resources and develop products that enable such competitors to compete more successfully than us; and (10) adverse changes may occur in the equity markets. Many of these factors are beyond our ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. We disclaim any obligation to update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.
Other Matters: This press release shall not constitute an offer of any securities for sale. The proposed transaction will be submitted to Renasant shareholders for their consideration. Peoples and Renasant will file a registration statement, including a proxy statement/prospectus and other relevant documents concerning the proposed transaction with the SEC. Shareholders of Renasant are urged to read the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available, as well as any amendments or supplements to those documents because they will contain important information.
Copies of the proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy statement/prospectus can be obtained, without charge, by directing a request to Peoples Investor Relations Department at telephone number 662-680-1419. The annual, quarterly and other reports filed by Peoples with the SEC are also available free of charge at the SEC's website (http://www.sec.gov).
Renasant, its directors, executive officers and certain members of management and employees may be soliciting proxies from Renasant shareholders in favor of the transactions. A description of any interests, direct or indirect, that directors and executive officers of Renasant have in the transaction will be included in the proxy statement/prospectus when filed.
The First American Corporation Acquires Baker, Brinkley & Pierce - Premier Default Claims Management Provider Now Part of First American's Mortgage Information Services Group - SANTA ANA, Calif., Feb. 18 /PRNewswire-FirstCall/ -- The First American Corporation (NYSE: FAF), the nation's leading data provider, today announced that it has acquired privately held Baker, Brinkley & Pierce (BBP), a San Antonio-based default claims management company serving several of the mortgage industry's largest lenders and servicers. The acquisition, completed Jan. 6, 2004, establishes First American National Claims Outsourcing, a new company that will augment First American's ability to provide a complete menu of default management solutions to leading financial services companies.
"Mortgage lenders and servicers are increasingly moving toward outsourcing the important yet labor-intensive process of filing mortgage default claims," said James C. Frappier, president of First American Default Management Solutions. "BBP is the only company in the industry that has proven itself capable of handling large volumes of claims efficiently, cost-effectively and with the turn time that our customers require. Adding them to our team enhances our suite of default products and strengthens First American's position as the premier provider of default outsource-solutions for the mortgage servicing industry." Following a foreclosure, a mortgage servicer must file a claim with its mortgage insurer to be reimbursed for the defaulted loan as well as any uncollected interest and foreclosure costs. Although a vital function, the expense and complexity of the process often make outsourcing it a necessity.
Baker, Brinkley & Pierce, established in 1993, is the nation's largest processor of mortgage insurance claims, processing in excess of 6,000 claims per month. The company is headed by founders John Baker and Scott Brinkley, both of whom will continue to oversee operations as First American employees.
"Combining BBP's proprietary document tracking database with First American's claim filing technology will create a default claims management product of unparalleled strength," said Scott Brinkley, the new president of First American National Claims Outsourcing. "We have been one of the biggest customers of First American's Claims Management technology (CMAX) for years, and now as part of the First American family, we are able to add to the service selection lenders rely on to meet their specialized default needs." Michael Barrett, vice chairman of First American Real Estate Information Services, stated: "We have been working to provide a complete solution for field services, default outsourcing and claims management for nearly 20 years.
The addition of BBP to First American's field service capability and default management technology makes this dream a reality." The First American Corporation is a Fortune 500 company that traces its history to 1889. As the nation's largest data provider, the company supplies businesses and consumers with information resources in connection with the major economic events of people's lives, such as getting a job; renting an apartment; buying a car, house, boat or airplane; securing a mortgage; opening or buying a business; and planning for retirement. The First American Family of Companies, many of which command leading market share positions in their respective industries, operate within seven primary business segments including: Title Insurance and Services, Specialty Insurance, Trust and Other Services, Mortgage Information, Property Information, Credit Information and Screening Information. With revenues of $6.2 billion in 2003, First American has nearly 30,000 employees in approximately 1,400 offices throughout the United States and abroad. More information about the company and an archive of its press releases can be found at www.firstam.com.
Certain statements made in this press release, including those related to the default claims management product, are forward looking. Risks and uncertainties exist that may cause results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements include: interest rate fluctuations; changes in the performance of the real estate markets; access to public records and other data; general volatility in the capital markets; changes in applicable government regulations; consolidation among the company's significant customers and competitors; the company's continued ability to identify businesses to be acquired; changes in the company's ability to integrate businesses which it acquires; and other factors described in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2002, as filed with the Securities and Exchange Commission. The forward-looking statements speak only as of the date they are made. The company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
For further information, please contact David Schulz, Corporate Communications of The First American Corporation, +1-714-800-3298, dschulz@firstam.com.
SOURCE The First American Corporation
Court Injunction Halts MONY-AXA Merger Until Shareholders Can Consider $90 Million Payout to Top Executives NEW YORK, Feb. 18 /PRNewswire/ -- In a victory for institutional and small shareholders, a Delaware court has issued an injunction temporarily stopping the merger between MONY and AXA Financial.
In a 37-page decision, Vice Chancellor Stephen Lamb of the state's Chancery Court ruled yesterday on a proxy circulated by MONY earlier this year for a special meeting of MONY's shareholders. That meeting is presently scheduled for February 24.
Attorney Lynda Grant, of Goodkind Labaton Rudoff & Sucharow, who represents shareholders in the case, alleged that the proxy is misleading because it fails to disclose that the over $90 million in "change-in-control" (CIC) payments set aside for MONY's executives are more than those paid in over 75% of deals similar to this one.
"This case is a paradigm of corporate greed," Grant said. "Goodkind Labaton got involved in this case because we need to ensure that shareholders voting on the transaction are aware that MONY's top executives are lining their pockets at shareholders' expense." In his ruling, Vice Chancellor Lamb held, "[t]he history of AXA's bidding shows that there is essentially a 1:1 ratio between the value of the CICs and the amount per share an acquiror offers ... a percentage of deal value, the money that will be paid to beneficiaries of the CICs is above the amount paid in CICs in more than 75% of comparable transactions." The Court held that such information should have been disclosed, particularly since MONY shareholders face the issue of whether to approve the deal or opt for appraisal, and recommended that MONY send out a supplemental disclosure.
The action, In re MONY Group Inc. Shareholder Litigation, C.A. No. 20554 (Del.Ch.), is being litigated by Grant and other co-counsel.
ABOUT GLRS: Since 1963, Goodkind Labaton Rudoff & Sucharow (GLRS) has built a national reputation for quality and integrity in its representation of investors. GLRS has recovered more than $1 billion from its clients and class members -- investors victimized by fraudulent schemes ranging from stock price manipulation to fraudulent offerings of mutual funds and limited partnerships.
GLRS' client base includes some of the nation's largest institutional investors.
SOURCE Goodkind Labaton Rudoff & Sucharow
Orkla to Sell its Stake in Carlsberg Breweries for NOK 17.5 Billion OSLO, Norway, Feb. 19 /PRNewswire/ -- Orkla is selling its 40 per cent interest in Carlsberg Breweries to Carlsberg AS (CAS) for NOK 17.5 billion.
CAS will also take over Orkla's share of the company's liabilities, bringing total enterprise value of Orkla's interest up to NOK 22.5 billion.
The agreement implies that Orkla will receive DKK 11 billion in cash and a debt certificate for DKK 3.8 billion from a first class bank which falls due in two years' time and runs at a market interest rate. Orkla will also receive a dividend of DKK 120 million from CB for 2003 and a sum to cover all transaction costs. The total proceeds from the CB shares will therefore be nearly DKK 15 billion (NOK 17.5 billion).
In addition to the proceeds, CAS will take over Orkla's share of CB's liabilities, which amounts to approximately DKK 4.5 billion. The enterprise value of Orkla's interest in CB will therefore be just over DKK 19 billion, or approximately NOK 22.5 billion. The sale will result in a book gain of NOK 12.5 billion. The effect of the sale on Orkla's accounts and relevant key figures for evaluating the sale price are shown in the enclosed appendices.
Implementation of the sale is conditional upon the approval of Orkla's Corporate Assembly, which will discuss the matter at its meeting on 3 March.
Provided that the Corporate Assembly approves, settlement will take place at the beginning of March.
When CB was established in 2000, Orkla's intention was to develop the values in CB in a long-term industrial perspective, with emphasis on profitable growth, efficient operations and commercial focus. This was to take place within a framework of good partnership between CAS and Orkla, where Orkla would contribute its industrial experience and brand expertise. This was also CAS's attitude, and the basis for the agreement concerning the growth and development of CB that was entered into between Orkla and CAS when CB was established in 2000.
In Orkla's view, cooperation between CAS and Orkla has been satisfactory until recently. However, in summer 2003 there was a change in the attitude of the Carlsberg Foundation and CAS towards the partnership that had been established. The Carlsberg Foundation, which is the controlling shareholder in CAS, has increasingly expressed ambitions and attitudes which, in Orkla's view, would not promote value creation in CB and would weaken important intentions inherent in the cooperation agreement signed in 2000. The parties have therefore held increasingly differing views concerning the future development of CB. The natural solution for Orkla would have been to buy CAS out of CB. This was impossible for several reasons. Orkla has therefore negotiated an agreement to sell its shares in CB to CAS for a good price, and believes that this will best serve the interests of the Orkla Group and its shareholders.
Orkla's shares in CB are owned by the Swedish company Orkla AB and the transaction will therefore be subject to Swedish tax regulations. According to the current Swedish tax regulations concerning the sale of shares in commercial enterprises, the payment received by Orkla AB will be tax-free.
Group President and CEO Finn Jebsen comments: "Orkla would have preferred to further develop its industrial position in Carlsberg Breweries. However, the changed attitude of the Carlsberg Foundation and the increasing distance between the parties has lead us to the conclusion that a sale at a good price is preferable. The Orkla Group has a solid foundation from which to pursue a long-term, profitable industrial growth on its own account, and the sale of the CB shares provides Orkla with substantial financial resources to realise such growth." The employee-elected members of Orkla's Board of Directors are of the opinion that a sale of CB shares is wrong for Orkla from an industrial point of view, and they have therefore been unable to support the resolution to sell the shares.
After the sale, Orkla will be in a very strong financial position. Taking this into account, and also taking into account the fact that Orkla is celebrating its 350th anniversary in 2004, the Board of Directors will recommend to the General Meeting on 29 April that an extraordinary dividend of NOK 25 per share be paid out (a total of more than NOK 5.1 billion) in addition to the proposed ordinary dividend of NOK 4.00 per share. The remainder of the proceeds from the sale of CB shares will be retained in the company as a basis for further industrial growth.
http://hugin.info/111/R/934981/129090.pdf Ref.: Ole Kristian Lunde, Sr. VP Corporate Communications, Tel.: +47 22 54 44 31 Rune Helland, VP Investor Relations, Tel: +47 22 54 40 00 SOURCE Orkla
H-NET.NET, Inc. Closes Acquisition of DONOBi, Inc.
BREMERTON, Wash., Feb. 19 /PRNewswire-FirstCall/ -- H-NET.NET, Inc.
(OTC Bulletin Board: HNNT) announced today that it has closed the acquisition of DONOBi, Inc., a Seattle-area based business service integrator with full-service Internet, video, and telecommunication services.
The Company also announced that Anton Stephens will be stepping down as President and CEO, and Christine Stephens will be resigning her CFO position.
New executive management will consist of the current management team of DONOBi, including President and CEO, Bill Wright, Vice President, Brett Green, and Interim CFO, Terry Stein. The Company anticipates officially changing its name to DONOBi, Inc., as well as its trading symbol in the coming weeks.
Commenting on the closing and the Company's new direction, CEO, Bill Wright said, "We are obviously very excited as we embark on this new chapter in DONOBi's history. We plan to make this brief transition period as simple as possible on all parties involved, including our new shareholders.
In the coming weeks we will be communicating more with the investment community, while announcing new customers and strategic partners that have come to fruition since we undertook this merger that will generate new revenues for the company.
Also, we will be developing an investor relations page on our corporate Web site (www.donobi.com) and will make a series of announcements to keep our existing and potential shareholders informed as to our progress and growth.
We are very pleased with the continued progress of the Company and now look forward to sharing our success. Since our inception in 1999, we have grown revenues steadily each year, including a 128% increase in 2003. We are able to maintain positive growth of revenues due in part to the reoccurring nature of our service revenues. We anticipate continued expansion of our customer base to include entry into additional states, and are expecting to release newly developed product lines to enhance services to existing customers and attract new customers.
About DONOBi, Inc.
Located in the tech-heavy Pacific Northwest, DONOBi is a regional provider of integrated Internet services, e-commerce solutions, business systems integration, network analysis and implementation, and business applications development and deployment. Since its inception, DONOBi has rapidly expanded through mergers and acquisitions of several small ISPs, consolidating talented personnel and technical infrastructure into a highly efficient and responsive service company. DONOBi specializes in helping clients with technical, state-of-the-art, high quality customer and B2B solutions. These products and services are matched to the customer's needs and goals by providing a full range of services and expertise within one company. For more information about DONOBi, please visit the company's Web site at www.donobi.com Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the expansion of the Company's operations are forward-looking statements. Words such as "expects," "intends," "anticipates," and "likely" also identify forward-looking statements. Actual results may differ from such forward-looking statements as a result of a number of factors.
SOURCE H-NET.NET, Inc.
First Albany Companies Inc. (Nasdaq:FACT) announced today that it has reached an agreement to acquire Descap Securities Inc., a New York-based broker- dealer and investment bank specializing in mortgage-backed securities.
The value of the transaction is approximately $32 million, plus future consideration based on financial performance.
"This deal builds on our strength in Taxable Fixed Income and provides immediate benefits for First Albany clients and shareholders," said Alan Goldberg, President and Chief Executive of First Albany. "Adding Descap to our existing capabilities will allow us to further accelerate growth by providing broader and deeper products, particularly in the mortgage-backed securities market.
Descap is a great fit for us and we are pleased to welcome Rob Fine, President, Robert Tirschwell, Head of Trading and their team to the First Albany family." The acquisition will be funded through a term loan of $20 million funded by Keybank, and other working capital. Management expects the impact on earnings to be accretive in 2004 and beyond, the Company said.
"We could not think of a better fit for our company, or a better platform for growing our business and client relationships," said Mr.
Fine. "First Albany's independence, its financial stability and the vision of its management team will allow us to continue to provide focused, high-quality, innovative service to our clients." In fiscal 2003, Descap, which will continue to operate under its current name, had revenues of approximately $32 million and a staff of 23 located in New York City. Fine and Tirschwell will continue to have operational responsibility for Descap, and will report to Robert F.
Campbell, Director of First Albany Capital's Taxable Fixed Income group.
"We have been seeking opportunities to expand our taxable fixed income business" said Bob Campbell, "And Descap's culture and business model fit remarkably well with what we do at First Albany. Descap is an integral part of our plans going forward and it will be a strong platform for further growth. The people at Descap have demonstrated expertise and an outstanding reputation in the mortgage-backed securities market, and we are delighted to have them aboard." About Descap Descap Securities specializes in the primary issuance and secondary trading of mortgage-backed securities, asset-backed securities, collateralized mortgage obligations and derivatives, and commercial mortgage backed securities. Its investment banking group provides advisory and capital raising services, and specializes in structured finance and asset-backed securities.
About First Albany Founded in 1953, First Albany Companies Inc. is a leading institutionally focused independent investment bank and asset management firm. Through its Taxable Fixed-Income, Municipal and Equity Capital Markets Divisions, the firm focuses on serving the institutional market, the growing corporate middle market and public institutions by providing its clients with strategic, research-based, innovative investment opportunities. First Albany offers a diverse range of products and advisory services in the areas of corporate and public finance as well as fixed income and equity sales and trading.
FA Asset Management is an investment management company with a growing client base and increasing assets under management. FA Technology Ventures is a leading early stage investor, providing venture capital, management and guidance for companies in the emerging growth sectors of information technology and energy technology.
First Albany is traded on NASDAQ under the symbol FACT and today has 19 offices in 12 states.
This news release contains forward-looking statements, which are subject to various risks and uncertainties, including the conditions of the securities markets, generally, and acceptance of the Company's services within those markets and other risks and factors identified from time to time in the Company's filings with the Securities and Exchange Commission. Actual results could differ materially from those currently anticipated.
The common shares of First Albany Companies Inc. are traded on NASDAQ under the symbol "FACT".
Cartesis today announces the completion of its acquisition by a group of four major investors.
The international investor consortium is led by Apax Partners, one of the world's leading private equity firms, alongside leading international technology investors Advent Venture Partners, CDP Capital Technology Ventures and Partech International.
Cartesis will now be able to leverage the vast experience and network of their new investors to accelerate growth on a global scale.
The new shareholders, who have strong track-records of helping build successful technology companies, will all be represented on Cartesis' Board.
Liberated from the regulatory constraints imposed by the Sarbanes-Oxley Act as a result of its former affiliation with the PricewaterhouseCoopers network, the company will now be able to address the entire BPM market and capitalize on the growth opportunities within it.
Cartesis has over 1,300 clients, including one in five of the Fortune Global 100 and more than 33% of the Financial Times European 100 companies. With revenues in the EUR 80 million range, Cartesis is one of the largest private software companies in Europe and has consistently delivered sales growth, averaging 30% over the last 6 years, and market share gains even in today's challenging economic environment.
"Our former affiliation with PricewaterhouseCoopers and Sarbanes-Oxley made it challenging for us to serve some large corporate accounts. Our new investors provide us with the financial and strategic backing to realize our ambitions free from regulatory restrictions. In a difficult market, we have been experiencing strong growth in recent years and with our new investors in place we are well positioned to become the BPM market leader," said Marie-Noelle Gauthier, Cartesis CEO.
Gilles Rigal, Apax Partners commented, "Cartesis is a successful company with a proven business model and a strong market position.
Cartesis will now be able to leverage the investor group's resources and experience to continue to provide market-leading BPM solutions and accelerate its growth in the years ahead." About Cartesis Cartesis provides CFOs with a unique business performance management solution to deliver the whole 'story behind the numbers' with unparalleled clarity and insight. Leading multinational companies around the globe rely on Cartesis' software applications to get the full picture and offer timely and relevant information to their stakeholders. The company maintains offices in Brussels, Frankfurt, London, Madrid, Norwalk, CT, Paris, Tokyo and Utrecht. Cartesis products give global companies the analytic capacity and the flexibility they need to assess the rapid changes in their market places. One in five of the Fortune Global 100 and more than 33% of the Financial Times European 100 companies use Cartesis solutions to obtain unprecedented command over their financial information and processes.
For more information about Cartesis, please visit www.cartesis.com.
IBSG International Confirms Closing of Acquisition; Company to Become Fully Reporting Business Editors CELEBRATION, Fla.--(BUSINESS WIRE)--Feb. 19, 2004--IBSG International, Inc. (OTCBB:IGII) announced today that the previously reported acquisition of Intelligent Business Systems Group, Inc.
(IBSG) has been formally completed. Intelligent Business Systems Group, Inc. is now a wholly owned subsidiary of IBSG International, Inc. As a previous condition to closing, the company's shares were requested to be listed on the Frankfurt exchange. This condition was waived, and on Friday, February 13, 2004 the company completed and finalized the transaction. An 8-K has been filed with the SEC to reflect this transaction closing.
"We are very pleased to have completed this transaction," stated Dr. Michael Rivers, CEO of IBSG. "We are now completing our year-end audits for fiscal year ending December 2003, and plan on becoming a fully reporting company under the U.S. Securities and Exchange (SEC) Act of 1934. We anticipate making this year end 10-K filing prior to the March 31st 2004 deadline." Furthermore, the closing now enables IBSG to pursue and finalize several acquisitions the company has been considering. The company has had several discussions with possible acquisition targets to increase market penetration and expand on IBSG's existing leading technology.
The company's expansion plans called for increased market share of its target markets, expansion of the business development division utilizing investment capital and contract revenues, and acquisitions that have market or technological synergy with IBSG. IBSG has been successfully pursuing new business and expects that strong trend to continue. The company has recently received substantial private placement capital allowing it to further fund its expansion. All of these avenues represent a cohesive plan to expand the company's business development and build on its continuing successes.
About IBSG: IBSG, a subsidiary of IBSG International, commenced business in 1997, and is now in its sixth straight year of profitable operations selling enterprise solutions that is designed to greatly enhance the operating efficiency and create revenue for State Small Business Development Centers, business associations (e.g. Chambers of Commerce) and Fortune 1000 corporations through the licensing of its proprietary turnkey digital service center software, which provides a broad range of digital budgetary, administrative and commercial services (B2B, e-commerce, government to business and enterprise business services) on a single platform known as the NetPool Data System (copyrighted).
As a software provider, system integrator and Application Service Provider, IBSG generates its revenue from license sales, system modifications, system support, and a percentage of monthly customer fees. IBSG clients, among others, include the Small Business Development Centers of California, National Black Chamber of Commerce, and North Dade Chamber of Commerce.
Forward-Looking Statements: Statements about the Company's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as the term is defined in the Private Litigation Reform Act of 1995. The Company's actual results could differ materially from expected results. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. Should events occur which materially affect any comments made within this press release, the Company will appropriately inform the public.
Arthur J. Gallagher & Co. Acquires The Romine Group, Inc.
ITASCA, Ill., Feb. 19 /PRNewswire-FirstCall/ -- Arthur J. Gallagher & Co.
(NYSE: AJG) today announced the acquisition of The Romine Group, Inc.
headquartered in Austin, Texas. Terms of the transaction were not disclosed.
Founded in 1988, The Romine Group, Inc. offers employee benefits brokerage and consulting services to both self-funded and fully insured markets. They also specialize in benefits and network design, cost containment and insurance market analysis. Bruce Romine, Don Munford and their associates will continue to operate in their current Austin and Dallas, Texas offices under the direction of J. Michael Brewer, Executive Vice President of Gallagher Benefit Services, Inc., a subsidiary of Arthur J. Gallagher & Co.
J. Patrick Gallagher, Jr., President and Chief Executive Officer said, "The Romine Group is an outstanding example of how a commitment to superior client service combined with a dedication to employees can result in success.
This combination fits well within our own client-focused culture. We are extremely pleased to welcome Bruce, Don and their experienced team to our growing Gallagher family of professionals." Arthur J. Gallagher & Co., an international insurance brokerage and risk management services firm, is headquartered in Itasca, Illinois, has operations in nine countries and does business in more than 100 countries around the world through a network of correspondent brokers and consultants. Gallagher is traded on the New York Stock Exchange under the symbol AJG.
SOURCE Arthur J. Gallagher & Co.
Australia-based Computershare Acquires Transcentive to Form
Global Share Plan Services Organization SHELTON, Conn., Feb. 19 /PRNewswire/ -- Transcentive, Inc., the leading provider of technology and services for stock plan management and financial reporting, announced today that it has been acquired by Computershare Limited (ASX: CPU), an Australian financial services and technology provider.
"Our vision has been to offer flexible, yet comprehensive global equity compensation plan services tailored to the unique needs of each customer," said Les Trachtman, President and CEO of Transcentive. "Given Computershare's reach and presence in markets around the world, this propels us further toward our vision, and opens up a huge new global market for our services," he said.
"This purchase is highly complementary to the Computershare group globally, our technology suite, and our employee share plan management business," said Computershare's Chief Executive Officer, Chris Morris. "As a global service provider with expertise in employee incentive compensation plan management, Transcentive fits well into Computershare's integrated service offering and global vision. Along with their mutually beneficial third party relationships, we are poised to cross-sell and up-sell technologies and services to existing Computershare and Transcentive clients, both in the US and internationally," he said.
With 25 years experience, Transcentive offers solutions delivered through "rightsourcing," an approach that combines innovative technology and services ranging from client self-administration to complete plan outsourcing.
Virtually every major financial institution, numerous leading law and venture capital firms, along with nearly 3,000 public and private companies rely on Transcentive solutions. In addition to partnerships with top brokerages, Transcentive has strong alliances with legal, tax, and consulting firms to offer expert guidance on financial reporting, communication, and compliance issues. Through the company's World Records group, Transcentive also supports the needs of corporate secretaries, tax officers, compliance officers, and human resources personnel.
"Since its founding over two decades ago, Transcentive has demonstrated product leadership and innovation, and amassed significant commercial experience," said Steven Rothbloom, President and CEO of Computershare North America. "Transcentive and Computershare are a near-perfect match, combining technology expertise with the capacity to provide solutions in equity compensation management globally." Founded in 1979 as Corporate Management Solutions (CMS), Transcentive has approximately 140 employees. The purchase of this highly-experienced provider enables Computershare to further solidify its position in the fast-growing market of employee share and option plan management services.
About Transcentive, Inc.
Transcentive is the leading provider of solutions for equity plan administration. With 25 years of experience, the company provides management solutions to nearly 3,000 public and private companies around the world specializing in equity compensation administration and world records subsidiary management. Clients include: Microsoft, Bausch & Lomb, Merrill Lynch, and Campbell Soup Company. Headquartered in Shelton, Connecticut, the company has a west coast office in San Francisco and a European office in London. For more information, visit the company's Web site at www.transcentive.com.
About Computershare Computershare is a leading financial services and technology provider for the global securities industry, providing services and solutions to listed companies, investors, employees, exchanges and other financial institutions.
It is the only global share registrar, managing more than 60 million shareholder accounts for over 7,000 corporations in 10 countries on five continents. It also provides sophisticated trading technology to financial markets in 25 countries across each major time zone. Founded in Australia, the company today employs nearly 5,000 people worldwide and is an Australia Stock Exchange Top 100 company. For further information, go to www.computershare.com Transcentive is a registered trademark of Transcentive Inc.
Computershare is a trademark of Computershare Limited and/or its affiliates.
All other company and product names may be trademarks of their respective owners.
SOURCE Transcentive, Inc.
Dow Jones to Acquire Alternative Investor Group for $85 Million, Bolstering Coverage of Venture Capital and Private Equity Markets; Sets Conference Call for 5 P.M. Today Business Editors NEW YORK--(BUSINESS WIRE)--Feb. 19, 2004--Dow Jones & Company (NYSE: DJ) announced today that it has signed an agreement to acquire the stock and assets comprising the Alternative Investor Group of Wicks Business Information, LLC for a cash purchase price of $85 million, including net working capital (Dow Jones will assume no debt in the transaction). The purchase will be financed via operating cash flow and incremental borrowings under the Company's commercial paper program. The purchase price could potentially be increased by $5 million, payable in 2008, if performance in 2007 exceeds currently projected 2007 levels. The transaction, which is subject to regulatory approval and customary closing conditions, is expected to be completed by the end of the first quarter of 2004.
Alternative Investor is the leading provider of databases, newsletters and industry conferences for the venture-capital market and newsletters and events for the private-equity market. It had 2003 revenue of $23.1 million and pro-forma EBITDA1 of $9.5 million. The transaction is expected to be modestly accretive to Dow Jones earnings per share in 2004.
To maximize synergies, Alternative Investor will be integrated within the highly profitable Dow Jones Newsletters division, which also includes the recently acquired Technologic Partners business that also serves the venture-capital and private-equity markets with its VentureWire newswire and conferences. This newly formed operating unit providing newsletters, databases and conferences will be operated within the Dow Jones Newswires division, which in turn is part of the Dow Jones Electronic Publishing segment. Richard A. Shaffer, founder of Technologic Partners, will be editor and publisher of this unit, reporting to Paul Ingrassia, president of Dow Jones Newswires.
"For more than a century, Dow Jones has been the leader in coverage of public companies and public markets. Now we will also be the leader in news and information on private companies and private markets," said L. Gordon Crovitz, senior vice president of Dow Jones & Company and president, Electronic Publishing. "We are very pleased to make this acquisition and add this coverage at a time when venture-capital and private-equity firms are once again increasing their key role in global capital markets." "The core capability of Alternative Investor is gathering, interpreting and publishing financial-market information for the benefit of financial professionals and markets --a very similar mission to Dow Jones Newswires," said Mr. Ingrassia. "We will add Newswires content and expertise to benefit Alternative Investor customers. In turn, Newswires customers, especially brokers and wealth managers, will benefit from access to the Alternative Investment products to assist them in advising their high-net-worth clients. Mr.
Ingrassia concluded, "We are delighted to welcome the many talented employees of Alternative Investor to the Dow Jones family and look forward to working together to build these strong brands." "The quality and performance of the core products within Alternative Investor have been impressive over recent years despite a challenging business environment," said Doug Manoni, chief executive officer of Wicks Business Information. "The resilience of their performance stands as a testament to both the strength of the brands and the commitment of the employees." Alternative Investor Products--Databases, Newsletters and Conferences Alternative Investor produces five databases. These include Venture Source, which since 1987 has been the leading source of information on venture-capital deals, companies and people. This database, based in San Francisco, is built on proprietary information about which funds are investing in which companies and at what valuations. Venture capitalists then are able to use this information to analyze investing opportunities.
Alternative Investor publishes four newsletters and other publications, including Private Equity Analyst, which since 1988 has been the authoritative source of news and information covering the private-equity market and its investment specialities, including venture capital, leveraged buyouts, mezzanine investing and turnarounds.
Private Equity Analyst, based in Wellesley, Mass., also conducts the Private Equity Analyst range of eight annual conferences, the leading gatherings of the private-capital industry.
Alternative Investor Expands Dow Jones Capabilities Alternative Investor will expand Dow Jones Newswires capability to provide news and information in different channels of distribution.
"We want to broaden ways of distributing our financial news.
Electronic newsletters, databases and related conferences provide another channel of distribution for our products--complementing our strong distribution base on market-data terminals," Mr. Ingrassia noted. "This acquisition is a rare combination of market-leading content and products that fit perfectly with that strategy." Dow Jones Newswires currently publishes 20 newsletters for specialized markets in both public and private-capital markets. These newsletters include Daily Bankruptcy Review, Daily Bankruptcy Review-Small Cap, Dow Jones Corporate Governance and High Yield Weekly. (A full list of Alternative Investor Properties and Dow Jones Newsletters can be found on page 7 of this release). In addition, Technologic Partners has eight newsletters, including VentureWire Professional, which is the leading news service for the venture-capital community, VentureWire Wireless, VentureWire Lifescience and ComputerLetter. This group of high-priced newsletters has several thousand subscribers.
Complementary Services Venture Source, Private Equity Analyst and the other Alternative Investor products will draw on content from all Dow Jones publications and its network of more than 1,500 news staff around the world.
Likewise, content from the Alternative Investor products will be made available to other Dow Jones publications and services.
Alternative Investor has major offices in Wellesley, Mass., and San Francisco, with news bureaus and sales offices in New York and London.
Dow Jones will host a conference call for analysts and investors at 5 p.m. EST today. The call can be accessed via a live Web cast through the Investor Relations section of the Company's Web site, www.dowjones.com, or through a dial-in conference line, by dialing 201-689-8054. A replay of the conference call and the full text of the prepared remarks will be available on the Company's Web site in the Investor Relations section shortly after the call concludes.
About Dow Jones & Company In addition to The Wall Street Journal and its international and online editions, Dow Jones & Company (NYSE: DJ; www.dowjones.com) publishes Barron's and the Far Eastern Economic Review, Dow Jones Newswires, Dow Jones Indexes and the Ottaway group of community newspapers. Dow Jones is co-owner with Reuters Group of Factiva, with Hearst of SmartMoney and with NBC of the CNBC television operations in Asia and Europe. Dow Jones also provides news content to CNBC and radio stations in the U.S.
About Wicks Business Information Based in Fairfield, CT, Wicks Business Information (www.wicksbusinessinfo.com) concentrates on growth by acquisition and development of business publications, databases, conferences and specialized information products serving the financial industry and the general business sector. The WBI portfolio also includes Investment Advisor and Treasury & Risk Management franchises, as well as the Briefings Publishing Group of professional development media.
Wicks Business Information is an affiliate of The Wicks Group of Companies, L.L.C., (www.wicksgroup.com), a private equity firm focused on selected segments of the communications, information and media industries.
Information Relating To Forward-Looking Statements and Non-GAAP Reconciliation: This press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated, including the volatility of the venture capital and private equity markets and the extent to which these markets begin to grow, following their contraction in recent years; the Company's ability to successfully integrate this acquired business, which includes the distinct newsletters, database and events businesses, into the company's Newswires business unit, and to achieve production and operational efficiencies in doing so; the competition from other news and information companies for products aimed at the venture capital or private equity markets; the volatility of the events business which is impacted by growth and contraction in the venture capital and private equity markets and by external factors that impact willingness to travel, such as war and other geopolitical events; and such other risk factors as may be included from time to time in the Company's reports filed with the Securities and Exchange Commission. This press release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, we have attached to this press release a reconciliation of those measures to the most directly comparable GAAP measures. This reconciliation is also available on the Investor Relations page of our web site at www.dowjones.com.
1 EBITDA - Use of Non-GAAP Measures: EBITDA is widely used in the industry as a measure in evaluating the market value. EBITDA is not a measure of performance under generally accepted accounting principles and should not be construed as a substitute for net income as a measure of performance, nor as a substitute of cash flow as a measure of liquidity. Pro forma EBITDA was calculated for Alternative Investor as follows: -0- *T (in millions) 2003 ----- Net loss, as reported $ (5.5) Adjusted for: Income tax benefit (1.8) Interest expense 2.6 Depreciation and amortization expense(*) 12.3 Pro forma adjustments(**) 1.9 Pro forma EBITDA $9.5 *T (*) 2003 depreciation was $0.8 million and amortization of intangibles was $11.5 million. The amortization of intangibles for Dow Jones will be determined by a third party valuation. Dow Jones expects significantly lower annual amortization costs based on a preliminary assessment of amortizable intangibles.
(**)Pro forma adjustments include corporate overhead allocations and other costs that will not be included in its continuing operations.
Editors Note: a complete list of Dow Jones Newsletters and Alternative Investor publications follow on the next page.
-0- *T ALTERNATIVE INVESTOR PROPERTIES Newsletters--4 Total 1. The Private Equity Analyst 2. The Venture Capital Analyst (Healthcare Edition) 3. The Venture Capital Analyst (Technology Edition) 4. The GP Management Report Directories--4 Total 1. Galante's Venture Capital & Private Equity Directory 2. The Directory of Alternative Investment Programs 3. The Directory of Corporate Acquirers 4. The Directory of Leveraged Lenders Reports--8 Total 1. PEA Private Equity Fund of Funds Report 2. PEA-Holt Private Equity Compensation Study 3. PEA Private Equity Partnership Terms & Conditions Study 4. VentureOne Deal Terms Report 5. VentureOne Valuations & Liquidity Report 6. VentureOne Venture Capital Industry Report 7. VCA Report: Drug-Coated Stents & Beyond 8. VCA Report: Healthcare Investor Sourcebook Guides--2 Total 1. The PEA Guide to the PE Secondary Market 2. The PEA Guide to VC and PE Attorneys Conferences--8 Total 1. PEA Outlook 2. PEA Conference 3. VentureOne Summit 4. LP Summit Europe 5. LP Summit East 6. LP Summit West 7. Innovation & Growth East 8. Venture Journey Europe Databases--5 Total 1. VentureSource 2. Private Equity Interactive 3. CompensationPro 4. VentureReporter 5. MergerReporter DOW JONES NEWSLETTERS Newsletters--20 Total 1. Daily Bankruptcy Review 2. Daily Bankruptcy Review Small Cap 3. Dow Jones Airline Industry Daily 4. High Yield Weekly 5. Dow Jones Corporate Governance 6. Mutual Fund Advance 7. The REIT Investor 8. International Insolvency 9. Dow Jones China Energy 10. Energy Legal Beat 11. Telecom Intelligence 12. VentureWire Professional 13. VentureWire Lifescience 14. VentureWire Wireless 15. Semiconductor Innovation Letter 16. VentureWire Monthly 17. Computer Letter 18. VentureWire People 19. VentureWire Alert 20. Tomorrow's News Today *T
Omni Medical Announces Closing Date for Acquisition Business Editors/Health/Medical Writers RAPID CITY, S.D.--(BUSINESS WIRE)--Feb. 19, 2004--Omni Medical Holdings, Inc.'s (OTCBB:ONMH) letter of intent to acquire an Iowa based medical transcription company has been extended to March 31, with closing set for that date. This extension was needed to facilitate a more orderly integration of systems and client accounts.
The operation in Iowa has a ten year history in providing transcription services.
Omni will merge the company with its Kentucky based transcription division, McCoy Business Services, resulting in greater efficiencies for the transcription operations. Omni will continue to maintain the regional sales office that will service the Iowa and Illinois area.
The acquisition will increase Omni's presence to five states and is anticipated to increase revenue to nearly $3 million annually.
"This pending acquisition is a very exciting one for Omni Medical.
Upon completing this acquisition, we will have over 35 employees, 50 independent contractors and clients located in seven states. Cash flow is expected to be positive, along with expanding operating margins through efficiencies. We continue to grow primarily through acquisition and have many candidates we are currently negotiating with. Omni remains confident it will reach its targeted revenue goals for the year ahead," said CEO Arthur Lyons.
Based in Rapid City, SD, Omni Medical Holdings is a medical services company providing transcription, billing and collection services to healthcare providers throughout the United States.
This Press Release may contain forward-looking statements including the Company's beliefs about its business prospects and future results of operations. These statements involve risks and uncertainties. Among the important additional factors that could cause actual results to differ materially from those forward-looking statements are risks associated with the overall economic environment, changes in anticipated earnings of the Company, lack of expected performance of acquired entities and other factors detailed tin the Company's filing with the Securities and Exchange Commission that are contained in the Edgar Archives. In addition, the factors underlying Company forecasts are dynamic and subject to change and therefore those forecasts speak only as of the date they are given. The Company does not undertake to update them; however, it may choose from time to time to update them and if it should do so, it will disseminate the updates to the investing public.
South Shore Savings Bank Completes Acquisition of Horizon Bank & Trust Company Business Editors SOUTH WEYMOUTH, Mass.--(BUSINESS WIRE)--Feb. 19, 2004--South Shore Savings Bank today announced that it has completed its acquisition of Horizon Bank & Trust Company ("HZBT") in a $20 million cash transaction. The Bank also announced that it has formed a mutual holding company, South Shore Bancorp, MHC, in accordance with Massachusetts banking laws and regulations requiring the Bank to reorganize into the mutual holding company structure to facilitate the acquisition.
"This acquisition has made South Shore Savings Bank a stronger and more diverse financial institution that will continue to be dedicated to fulfilling its mission as a community bank serving the residents and businesses of the South Shore," said Arthur R. Connelly, Chairman and Chief Executive Officer of South Shore Savings Bank. "We are looking forward to welcoming Horizon Bank & Trust's customers into the South Shore Savings Bank family." Originally chartered in 1833, South Shore Savings Bank is a full-service community bank with approximately $865 million in assets, 12 branches and 11 ATMs. All deposits are insured in full. The first $100,000 is insured by the Federal Deposit Insurance Corporation (FDIC); all accounts above this limit are insured by the Depositors Insurance Fund (DIF).
CSC Acquires Mortgage Industry Utility From Freddie Mac Company Plans to Expand Default Management Services EL SEGUNDO, Calif., Feb. 19 /PRNewswire-FirstCall/ -- Computer Sciences Corporation (NYSE: CSC) today announced that it has purchased EarlyResolution, a default management utility, from Freddie Mac. The purchase agreement includes acquisition of the utility assets, customer contracts and intellectual property in EarlyResolution for the U.S. mortgage servicing market segment. Terms of the agreement were not disclosed.
EarlyResolution was created in 2000 by Freddie Mac in collaboration with Revolent Technologies and a consortium of banks to help mortgage servicers find effective solutions when borrowers are in default, lower collection costs associated with defaults and enable more borrowers to keep their homes when facing potential foreclosure. Users include six major servicers: Wells Fargo, Chase Home Mortgage, Indy Mac, National City Mortgage, Bank of America Mortgage and Greenpoint.
"CSC has been a technology and operations provider to Freddie Mac since the founding of EarlyResolution," said Philip E. Comeau, vice president of non-performing loans for Freddie Mac. "CSC participated in the collaborative effort to build EarlyResolution and has continuously hosted and operated this business process hub since its inception. The ownership change will be virtually transparent to current users and, since EarlyResolution does not require major changes to legacy systems, servicers will find its business process services easy to use." "EarlyResolution users have achieved substantial business results, particularly in reducing foreclosure and bankruptcy rates, and call processing time," said Jamie Jackson, managing director, mortgage lending, with CSC's Consulting Group. "We are pleased to assume ownership of this service and see great potential for its broader adoption within the industry." CSC will collaborate with its clients and other vendors to expand the functionality of EarlyResolution, allowing clients to layer complementary customer-related services onto the hub. These additional services will help lenders more effectively manage the default process and support other types of consumer loan and business processes.
EarlyResolution can be used for most mortgages in a servicer's portfolio.
The Web-based utility guides loan counselors to the best possible resolution plan for delinquent loans using a linear progression of options. A rules engine factors the borrower's willingness and ability to reinstate the mortgage against the servicer's loss mitigation philosophy and applicable investor and guarantor requirements. The servicer defines these rules through a set of flexible and robust management controls that help enforce consistent application and construct a lasting solution to the delinquency.
The financial services mortgage segment is one of the largest consumer lending industry segments with more than $5 trillion in loans outstanding.
CSC has approximately 10,000 employees dedicated to serving its financial services client base of more than 1,200 major banks, healthcare organizations, insurers and investment management and securities firms.
About CSC Founded in 1959, Computer Sciences Corporation is a leading global information technology (IT) services company. CSC's mission is to provide customers in industry and government with solutions crafted to meet their specific challenges and enable them to profit from the advanced use of technology.
With approximately 90,000 employees, CSC provides innovative solutions for customers around the world by applying leading technologies and CSC's own advanced capabilities. These include systems design and integration; IT and business process outsourcing; applications software development; Web and application hosting; and management consulting. Headquartered in El Segundo, Calif., CSC reported revenue of $13.8 billion for the 12 months ended Jan. 2, 2004. For more information, visit the company's Web site at www.csc.com.
SOURCE Computer Sciences Corporation
BVR Technologies Ltd. Announces the Closing of a Share Purchase Agreement for Technoprises BVR to Issue 90% of the Share Capital of the Company TEL AVIV, Israel, Feb. 19 /PRNewswire-FirstCall/ -- Technoprises Ltd.
(OTC Bulletin Board: BVRTF.OB), a global provider of end-to-end cross-media integration for "seamless computing", today announced that following the announcement of December 23, 2003 it has completed its merger with BVR Technologies Ltd. For the time being, Technoprises will use the current ticker symbol.
At a special shareholder meeting held on January 18 2004, BVRT Technologies shareholders voted to approve the issuance of 90% of its issued shares to the Shareholders of Technoprises Apros & Chay Ltd. and other parties. Following the completion of the merger, Technoprises and its shareholders received 88,539,309 shares of newly issued ordinary shares.
Yaron Sheinman, Chairman and Chief Executive Officer of the Company, and Joshua Agassi, director, resigned from their positions.
Prosper Abitbol, Chairman and CEO of Technoprises, said, "As a public company, we will be able to go to the capital markets in order to continue to fund our subsidiaries. Our mission is to enhance the experience of business, leisure and entertainment content consumers by leveraging and commercializing leading-edge technologies. We will do so by capturing content from any source, enrich it by matching it with complementary content from other sources, and package and deliver it in a personalized manner to any digital device." About Technoprises Ltd.
Technoprises is a strategic roll-up of companies who have come together to optimize synergies of their respective businesses. Since 1995, R&D investments in the technologies owned by the company totals approximately $40 million. In addition to having the technologies needed to provided end-to-end cross-media integration for "seamless computing", Technoprises has seven patent applications -- six are pending and one was approved in 2003, as well as exclusive license rights to a patent for InfoStyle -- a technology to distribute targeted media to customers based on a profile of up to 28 unique ways of processing information. The Company's subsidiaries are TCM -- including the TVgate Division purchased from Comverse Ltd., (Nasdaq: CMVT), and Coresma.
Safe Harbor This press release may contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current expectations of the management of BVR Technologies only, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in technology and market requirements; decline in demand for BVR's affiliates' products; inability to timely develop and introduce new technologies, products and applications; loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of BVR to differ materially from those contemplated in such forward-looking statements.
BVR Technologies undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For a more detailed description of the risk and uncertainties affecting BVR, reference is made to BVR's reports filed from time to time with the Securities and Exchange Commission.).
SOURCE Technoprises Apros and Chay Ltd.
Collectors Universe Sells Majority of Auction Businesses To Unit of Greg Manning Auctions NEWPORT BEACH, Calif., Feb. 19 /PRNewswire-FirstCall/ -- Collectors Universe, Inc. (Nasdaq: CLCT), the leading provider of value-added grading and authentication services and products to dealers and collectors of high-end collectibles, today reported that in accordance with the plans to reposition the corporate strategy to focus on its grading and authentication business, the Company has sold its Bowers & Merena, Kingswood Coin Auctions and Superior Sports Auction Divisions to Spectrum Numismatics International, Inc.
("Spectrum Numismatics"), a unit of Greg Manning Auctions, Inc.
(Nasdaq: GMAI).
Commenting on the decision, Chief Executive Officer Michael Haynes stated, "We have been analyzing the results from our two segments, and we decided to reposition the company and return our focus to our core competency as the leading grader and authenticator of high-end collectibles. We believe that our opportunities for profitable growth in the grading and authentication business are significant and to achieve the maximum value for our shareholders, it is necessary to devote all of our resources to that single objective." In the sale to Spectrum Numismatics, Collectors Universe has sold businesses and operations comprised of the Bowers & Merena, Kingswood and Superior Sports Auctions names. Under the terms of the agreement, the Company will receive $2.5 million in cash for the assets of these businesses, exclusive of their accounts receivable and inventory, which the Company will retain. The Company plans to collect the receivables and sell the inventory in the ordinary course, which is expected to generate approximately $8 million of additional cash for the Company. The businesses sold to Spectrum Numismatics had net revenues of $13.9 million in the fiscal year 2003, and represented 44% of the revenue from the commerce segment of the Company's business, and 27% of total net revenues, in fiscal 2003.
Collectors Universe also plans to sell its remaining assets in Odyssey Auctions, which represented 6% of collectible sales segment revenue in fiscal year 2003. Earlier in fiscal 2004, the Company sold its currency auction business, operated by its wholly owned subsidiary, Lyn Knight Currency Auctions, Inc. This business accounted for 10% of the commerce segment's revenue in fiscal year 2003.
For the fiscal year ended June 30, 2003, the Company's collectibles auction and sale businesses generated 61% of Collectors Universe's total revenues. At September 30, 2003, this segment accounted for $6.4 million, or 93% of the Company's total net accounts receivable and $7.2 million, or all of the Company's net inventories. The Company plans to reinvest the cash provided by the sale of the assets and inventory and the collection of accounts receivable into the continuing operations of the grading and authentication businesses.
Leveraging Dominant Brands Key to Growth David Hall, President and Founder of Collectors Universe, said, "We have successfully developed our brand names in the grading and authentication businesses, beginning with the original brand, PCGS. By focusing our attention on these brands and the possible future expansion of our authentication business into vertical and horizontal markets, we believe that we can best leverage our successful experience in managing and creating these brands and direct our capital for a maximum return on investment." About Collectors Universe Collectors Universe, Inc. is the leading provider of products and essential services to the high-end collectibles market. The Collectors Universe brands are among the strongest and best known in their respective markets. The Company grades and authenticates collectible coins, sportscards, stamps, and autographs. This information is accessible to collectors and dealers at the Company's web site, www.collectors.com , and is also published in print.
Forward-Looking Statements This news release contains statements regarding our expectations about our future financial performance that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." Our actual results in the future may differ, possibly materially, from our current expectations as set forth in the forward looking statements contained in this release due to a number of risks and uncertainties. Those risks and uncertainties include, but are not limited to: changes in general economic conditions, and changes in conditions in the collectibles markets in which we operate, such as a possible decline in the popularity of some high-end collectibles, either of which could reduce the volume of grading submissions and, therefore, the grading fees we generate potential losses on owned collectible merchandise or the need to adjust these inventories to fair market value through inventory write downs; our dependence on a limited number of key management personnel the loss of any of which could adversely affect future financial performance; and seasonality and potential fluctuations in quarterly operating results and quarterly cash flows. Certain of these risks and uncertainties, in addition to other risks, are more fully described in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2003, as filed with the Securities and Exchange Commission.
These forward-looking statements are made only as of the date of this news release, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. In addition, although we believe that our strategy to exit the commerce segment of our business and focus substantially all of our resources on our grading and services segment will better enable us to achieve improvements in the profitability, there is no assurance that our strategy will prove to be successful. Among other things, one consequence of our strategy is that there will be a significant decline in our revenues. As a result, our profitability will suffer if we are unable to reduce our general and administrative expenses to bring them in line with our lower revenue base.
Also, there is a practical limit on the amount by which expenses can be reduced as a means of improving profitability. As a result, our success in the future will depend as well on our ability to achieve internal growth in our grading businesses and to find and take advantage of opportunities to acquire other businesses that provide value added services to the collectibles markets. There is no assurance that we will be able to achieve such growth and growth by acquisition presents a number of risks including an inability to integrate newly acquired businesses into existing operations successfully.
SOURCE Collectors Universe, Inc.
Trover Solutions Announces Agreement to be Acquired for $60 Million LOUISVILLE, Ky., Feb. 20 /PRNewswire-FirstCall/ -- Trover Solutions, Inc.
(Nasdaq: TROV) today announced that it has entered into a definitive agreement to be acquired for approximately $60 million (subject to adjustment for option exercises) in an all-cash transaction. The acquirer, a private equity fund managed by Tailwind Capital Partners, will pay $7.00 per share in cash for all outstanding shares of Trover Solutions' common stock. CapitalSource Finance LLC has signed a commitment letter to provide senior debt financing as part of the transaction.
The payment to shareholders represents a premium of approximately 21% over the Company's stock price of approximately $5.80 prior to the announcement that the Board of Directors had formed a Special Committee to review strategic alternatives. The investment banking firm of Houlihan Lokey Howard & Zukin advised the Special Committee in connection with both the consideration of these alternatives and the consummation of the Tailwind Capital Partners transaction.
Jill L. Force, Chair of the Special Committee, said, "Since last August, the Special Committee, comprised of the Company's independent directors, has conducted an exhaustive review of the strategic alternatives available to Trover Solutions, and we are confident that this transaction serves the best interests of our shareholders." Douglas M. Karp and Lawrence B. Sorrel, Managing Partners of Tailwind Capital Partners, said, "We look forward to working with the highly capable management team and employees of Trover Solutions to build and grow the company under private ownership. Trover Solutions' market position at the intersection of technology, healthcare and business services meshes perfectly with our expertise." Patrick B. McGinnis, Chairman and Chief Executive Officer of Trover Solutions, said, "The entire senior management team and I look forward to working closely with the highly experienced professionals at Tailwind Capital Partners in leading Trover Solutions as we continue to pursue market leadership in healthcare subrogation, property and casualty subrogation, and related software solutions." The Company anticipates filing its preliminary proxy material regarding the transaction in March 2004. The transaction is subject to customary closing conditions, including approval by the Company's stockholders, and is expected to be completed in the first half of 2004.
About Trover Solutions Trover Solutions, Inc. is a leading independent provider of outsourced insurance subrogation and other claims recovery and cost containment services to the private healthcare payor and property and casualty industries. The Company's other claims recovery services include clinical bill auditing and overpayments recovery.
About Tailwind Capital Partners Tailwind Capital Partners is the merchant banking affiliate of investment firm Thomas Weisel Partners LLC. Tailwind manages Thomas Weisel Capital Partners, L.P., a $1.3 billion private equity fund with backing from leading institutional investors and a current portfolio of over 30 companies primarily focused in the growth sectors of the economy, including healthcare, technology and business services, and media and communications. Tailwind's team of 20 dedicated investment professionals brings to bear an exceptional combination of private equity and operating experience, and is headquartered in New York and San Francisco.
About CapitalSource Finance LLC CapitalSource (NYSE: CSE) is a specialized commercial finance company offering asset-based, senior, cash flow and mezzanine financing to small and mid-sized borrowers through three focused lending groups: Corporate Finance, Healthcare Finance, and Structured Finance.
Forward-Looking Statements This press release includes forward-looking statements, which are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically indicated by the presence of words such as "expect," "anticipate," "believe," "intend," "may," "predict," "will be" and other similar expressions. These forward-looking statements cover, among other items, statements regarding the consummation of any transaction. Any forward-looking statements are not guarantees of future performance and actual results could differ materially from those anticipated as a result of certain risks and uncertainties, some of which are beyond the control of the Company. A description of the risk factors affecting the Company's business can be found in Trover Solutions, Inc.'s Safe Harbor Compliance Statement included as Exhibit 99.1 to its Annual Report on Form 10- K for the fiscal year ended December 31, 2002.
Additional Information About the Transaction In connection with the proposed acquisition transaction, the Company intends to file a proxy statement with the U.S. Securities and Exchange Commission (the "SEC"). All security holders of Trover Solutions are advised to read the proxy statement when it becomes available because it will contain important information about Trover Solutions and the proposed transaction.
Security holders may obtain a free copy of the proxy statement, when available, and other documents filed by Trover Solutions with the SEC at the SEC's website at http://www.sec.gov/ . Free copies of the Company's SEC filings also may be obtained by directing a request to Trover Solutions Investor Relations, Trover Solutions, Inc., 1600 Watterson Tower, Louisville, Kentucky 40218. In addition, investors and security holders may access copies of documents filed with the SEC by Trover Solutions on the Company's website at www.troversolutions.com .
Trover Solutions, its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders in favor of the proposed transaction. A description of the security holdings and other interests of the directors and executive officers of Trover Solutions will be set forth in the proxy statement referred to above.
SOURCE Trover Solutions, Inc.
Center Financial Corporation (Nasdaq:CLFC) and Liberty Bank of New York (Liberty Bank) today announced the signing of a Memorandum of Understanding whereby Center Financial Corporation will acquire Liberty Bank in a cash transaction. The Memorandum indicates Liberty Bank will be merged into Center Financial Corporation's wholly owned subsidiary, Center Bank, headquartered in Los Angeles. Financial terms were not disclosed. Upon successful completion of due diligence, Center Financial and Liberty Bank will move forward to execute a definitive agreement.
Liberty Bank of New York, with total assets of $73.5 million as of December 31, 2003, focuses on serving the Korean-American business community in the New York metropolitan area. Liberty Bank operates two full-service branch offices located in Manhattan and Flushing. It is a commercial bank chartered under the New York State Banking Laws and insured by the Federal Deposit Insurance Corporation (FDIC).
Center Financial Corporation, the financial holding company of Center Bank, had total assets of $1.0 billion at year-end 2003.
Founded in 1986, Center Bank is a community bank offering a full range of financial services and is one of the nation's largest financial institutions focusing on the Korean-American community. It specializes in commercial and SBA loans and trade finance products for multi-ethnic and small business customers. Center Bank operates 13 full-service branches throughout Southern California and five loan production offices located in Phoenix, Seattle, Denver, Las Vegas and Washington, D.C. Center Bank is a California state-chartered and FDIC-insured financial institution.
The transaction is subject to the completion of due diligence, the execution of a definitive agreement, appropriate regulatory approvals and the approval of the Board of Directors and the stockholders of Liberty Bank.
This release may contain forward-looking statements, which are included in accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The cautionary statements contained in Center Financial Corporation's filings made from time to time with the Securities and Exchange Commission are incorporated herein by reference. These factors include, but are not limited to: the ability of Center Financial and Liberty Bank of New York to execute definitive agreements following on and pursuant to the Memorandum of Understanding. Actual results and performance in future periods may be materially different from any future results or performance suggested by the forward-looking statements in this release. Such forward-looking statements speak only as of the date of this release. Center Financial and Liberty Bank of New York expressly disclaim any obligation to update or revise any forward-looking statements found herein to reflect any changes in the either of the company's expectations of results or any change in events.
Global Payments Finalizes Acquisition of Majority Interest in MUZO and Launches Payment Processing Operations in Europe ATLANTA, Feb. 20 /PRNewswire-FirstCall/ -- Global Payments Inc.
(NYSE: GPN), a world leader in electronic transaction processing solutions, today obtained a majority interest in MUZO, a.s. and completed the acquisition announced in December 2003. MUZO is the largest indirect payment processor in the Czech Republic holding an approximate 50 percent market share.
(Logo: http://www.newscom.com/cgi-bin/prnh/20010221/ATW031LOGO ) Based in Prague, MUZO has served financial institutions since 1992 with a comprehensive package of payment services including credit and debit card transaction processing, sales, installation and servicing of ATM and POS terminals, as well as card issuing services (such as card database management and card personalization). MUZO has approximately 240 employees.
Global obtained ownership of 52.6 percent of the outstanding shares of MUZO from Komercni banka, a.s. ("KB") for USD $34.7 million in cash. KB is one of the largest banks operating in the Czech Republic and will remain a key customer of MUZO, extending its payment services contracts as a condition of the transaction. Pursuant to Czech law, Global will announce a public tender offer within 60 days for the remaining shares of MUZO at approximately the same value per share as paid to KB.
"We are now prepared to expand our presence to the European payments market," said Paul R. Garcia, chairman, president and CEO of Global Payments.
"Going forward, we plan to target new customers and new regions throughout Europe, leveraging MUZO's leading-edge technology platform and excellent management team. Additionally, we look forward to a long and successful relationship with KB, and the opportunity to work with Petr Sedlacek, the President of MUZO," Garcia said.
"We are raising our fiscal 2004 annual revenue guidance of $588 million to $608 million to a range of $597 million to $617 million, reflecting growth of 16 percent to 20 percent versus $516 million in fiscal 2003. In addition, we are raising our fiscal 2004 annual diluted earnings per share guidance of $l.65 to $1.72 to a range of $1.66 to $1.73, reflecting growth of 16 percent to 21 percent versus prior year results of $l.43 per share, excluding restructuring charges. We are also anticipating an operating income margin of 19.0 percent to 19.5 percent in fiscal 2004," Garcia said. This guidance excludes the impact of restructuring charges and future acquisitions, and it assumes that Global will record minority interest expense for the remaining 47.4 percent share of MUZO that it does not currently own.(1) During calendar 2003, MUZO processed approximately 70 million ATM transactions and 50 million point of sale (POS) transactions. As of December 31, 2003, MUZO had approximately 1,360 ATMs, 21,000 merchant POS terminals, and 3.3 million payment cards connected to its authorization systems. In 2004, the Czech Republic is expected to enter into the European Union, which should open the door for further expansion of its market base.
Global Payments Inc. (NYSE: GPN) is a leading provider of electronic transaction processing services for consumers, merchants, Independent Sales Organizations (ISOs), financial institutions, government agencies and multi- national corporations located throughout the United States, Canada, Latin America and Europe. Global Payments offers a comprehensive line of processing solutions for credit and debit cards, business-to-business purchasing cards, gift cards, check guarantee, check verification and recovery, as well as terminal management and money transfer services. For additional information about the company and its services, visit www.globalpaymentsinc.com .
(1) The fiscal 2003 diluted earnings per share of $1.41 on a GAAP basis reflects restructuring charges of $0.8 million, net of tax, or $0.02 diluted earnings per share. Restructuring charges through the six month period ended November 30, 2003 were $2.9 million, net of tax, or $0.07 diluted earnings per share. We anticipate to incur additional restructuring charges during the balance of fiscal 2004, relating to the activities announced in our fourth quarter of fiscal 2003.
Some of the statements included in this press release and comments made by management, particularly those anticipating future financial performance, business prospects, growth and operating strategies and similar matters, are forward-looking statements that involve a number of risks and uncertainties.
For those statements, we claim the protection of the safe harbor for forward- looking statements contained in the Private Securities Litigation Reform Act of 1995. Among the factors that could cause actual results to differ materially from the estimates provided are the following: our ability to successfully complete the mandatory follow on tender offer; potential integration issues following the acquisition, including the loss of any of MUZO's customers and suppliers; our ability to operate the business with the same success as the previous owners; and other risk factors identified from time to time in our SEC reports, including, but not limited to, our report on Form 10-Q for the quarter ended November 30, 2003.
Investor Relations Contact: Jane M. Forbes 404 728-2719 Voice investor.relations@globalpay.com Media Relations Contact: Phyllis McNeill 404 728-2661 Voice phyllis.mcneill@globalpay.com SOURCE Global Payments Inc.
MasterCard Advisors Announces Acquisition of TowerGroup From Reuters Adds Premier Advisory Research Company TowerGroup Remains Separate, Editorially Independent Business PURCHASE, N.Y., and NEEDHAM, Mass., Feb. 20 /PRNewswire/ -- MasterCard Advisors(TM), a subsidiary of MasterCard International, today announced the acquisition of TowerGroup from Reuters (Nasdaq: RTRSY; LSE: RTR). MasterCard Advisors is a global professional services organization, offering consulting, research, outsourcing and information products and services. The acquisition is part of Advisors' strategy to deepen and strengthen its research expertise and to provide clients with best-in-class advisory research across the financial services industry. The divestiture of TowerGroup from Reuters' portfolio is consistent with Reuters' increasing focus on its core business.
TowerGroup, which had been operating as a subsidiary of Reuters since 1999, is the leading research and advisory firm focused exclusively on the global financial services industry. TowerGroup will continue to operate as a separate business with full editorial independence, and its headquarters will remain in Needham, MA.
G. Henry Mundt III, President, MasterCard Advisors, said, "Advisors identified the importance of independent advisory research for our clients in the rapidly changing financial services industry. Acquiring TowerGroup accelerates the growth of advisory research offerings, and allows us to provide best-in-class advisory research. In addition, this acquisition is an important step forward in our overall strategy to leverage our payments expertise across the financial services industry," Mundt added, "We understand the importance of keeping advisory research objective and independent, and believe it is essential that TowerGroup analysts continue to represent their own point-of-view and not the views of MasterCard Advisors or MasterCard International." Also effective today, Karen Cone, formerly the MasterCard Advisors Global Practice Leader for Research, has been appointed President and CEO of TowerGroup.
"TowerGroup will remain a strong, independent and analytical voice in the financial services industry. This is critical to TowerGroup clients, as executives are more and more reliant on industry experts to help them navigate the increasingly complex and competitive financial services landscape," said Cone. "The respect TowerGroup garners as a thought-leader and objective advisor combined with Advisors' commitment of support and global reach creates a formidable business opportunity in terms of product and services capabilities and increased client value." Cone joined MasterCard Advisors in May 2003 to establish and grow its research business and rapidly built out a research practice including advisory research, primary market research and performance measurement. Previously, Cone spent ten years at Gartner Inc., where she was a member of the senior leadership team, held several senior level research positions and was the general manager of gartner.com. Prior to Gartner, Cone had a successful 19- year career at IBM, where she gained extensive financial services industry experience and held international assignments in Japan, France and Russia.
Mark Sievewright, President and CEO of TowerGroup since February 2000, will work closely with Cone and TowerGroup to ensure a seamless transition, before pursuing new opportunities. Sievewright said, "In TowerGroup, MasterCard Advisors has secured one of the best platforms in the industry from which to expand its advisory research business. I am very proud to have been part of building what I strongly believe to be the premier research and advisory team in the industry. The TowerGroup team, with the support of our clients, has secured a market-leading position and an excellent reputation for the highest standards of research and advice." Advisors' current research and advisory business, Purchase Street Research, was founded in 2003 and is the first such business devoted exclusively to the payments industry. Purchase Street Research will continue to report to Cone. TowerGroup.com will be enhanced through its integration with PurchaseStreet.com, which is a powerful, leading-edge Web-based channel for clients to access and use the research.
"For the past 11 years, TowerGroup has been the source for trusted information and advice across the global financial services industry," said Cone. "With MasterCard Advisors' worldwide presence and its overall support and synergies, we are confident we will further enhance TowerGroup's premier advisory research services and will grow the Company on a global scale." About MasterCard Advisors: MasterCard Advisors(TM), LLC, a subsidiary of MasterCard International, is a global professional services organization, offering consulting, research, outsourcing and information products and services. Through a worldwide network of consultants, Advisors offers a wide- ranging depth and breadth of services, and provides counsel across a range of industries, delivering highly focused expertise and customized solutions to help increase share and maximize profitability for its clients. MasterCard Advisors provides access to best-in-class payments expertise across cardholder services, customer relationship management, information technology, marketing, operations, research, rewards programs and risk management. For information about Purchase Street Research visit www.PurchaseStreet.com.
About TowerGroup: TowerGroup is the leading research and consulting firm focused on the global financial services industry. A respected source for trusted information and advice, TowerGroup brings many of the world's largest financial services, technology and professional services firms a deeper understanding of the business and technology issues impacting their organizations. Headquartered near Boston in Needham, Massachusetts, and with offices in New York, London, and Kuala Lumpur, TowerGroup serves a global client base. Visit TowerGroup online at www.towergroup.com.
About Reuters (www.about.reuters.com), the global information company, provides indispensable information tailored for professionals in the financial services, media and corporate markets. Our information is trusted and drives decision making across the globe based on our reputation for speed, accuracy and independence. We have 15,500 staff in 92 countries, including some 2,400 editorial staff in 197 bureaus serving approximately 130 countries, making Reuters the world's largest international multimedia news agency. In 2003, the Reuters Group had revenues of 3.2 billion pounds.
Reuters and the sphere logo are the trade-marks of the Reuters group of companies.
SOURCE MasterCard Advisors
Certegy to Acquire Game Financial Corporation Broadens Cash Access Services in Fast-Growing Gaming Industry ALPHARETTA, Ga., Feb. 20 /PRNewswire-FirstCall/ -- Certegy Inc.
(NYSE: CEY), a leading global payment services provider, today announced that it has entered into an agreement to acquire Game Financial Corporation for approximately $43 million in cash. Founded in 1990, Game Financial provides debit and credit card cash advances, ATM access and check cashing services in approximately 60 gaming establishments nationwide. Game Financial is a subsidiary of Travelers Express Company, which is owned by Viad Corp (NYSE: VVI). The closing of the transaction, which is subject to customary closing conditions, is expected to occur in early March 2004.
"We are very pleased to announce this transaction, which positions Certegy as a leading provider of comprehensive cash access services to the gaming industry. The acquisition of Game Financial is consistent with our strategy to generate new growth opportunities through the development of new product offerings, entry into new vertical markets and through targeted acquisitions," stated Lee Kennedy, chairman, president and chief executive officer of Certegy Inc.
Certegy currently provides payroll check cashing services in over 6,000 locations throughout the United States. "The acquisition of Game Financial will significantly broaden our cash access services beyond payroll check cashing, and will increase our presence in the rapidly growing gaming industry," stated Jeff Carbiener, senior vice president and group executive for Certegy Check Services. "There is a high demand for single source cash access solutions. Providing these services is a natural extension of our check cashing product line," he added.
"Game Financial has been a good investment for Travelers Express but no longer fits within our core business," said Phil Milne, president and chief executive officer for Travelers Express Company, Inc. "We are pleased with the sale to Certegy and confident that Game Financial will continue to be successful under this new management." Certegy expects this acquisition to add approximately $50 million in annualized revenue. The Company anticipates the transaction to be neutral to its diluted earnings per share in 2004, considering integration costs and lower share repurchases than previously assumed. In 2005, the acquisition is expected to add approximately $0.03 to diluted earnings per share.
About Game Financial Corporation Game Financial Corporation provides check cashing, debit and credit card cash advance and ATM services to gaming establishments. The Minnesota-based company is currently a subsidiary of Travelers Express Company, a world-wide provider of payment services. Travelers Express is owned by Viad Corp (NYSE: VVI).
About Certegy Inc.
Certegy (NYSE: CEY) provides credit and debit processing, check risk management and check cashing services, merchant processing and e-banking services to over 6,000 financial institutions, 117,000 retailers and 100 million consumers worldwide. Headquartered in Alpharetta, Georgia, Certegy maintains a strong global presence with operations in the United States, United Kingdom, Ireland, France, Chile, Brazil, Australia and New Zealand. As a leading payment services provider, Certegy offers a comprehensive range of transaction processing services, check risk management solutions and integrated customer support programs that facilitate the exchange of business and consumer payments. Certegy generated over $1.0 billion in revenue in 2003. For more information on Certegy, please visit www.certegy.com .
The statements in this release include forward-looking statements that are based on current expectations, assumptions, estimates, and projections about Certegy and our industry. They are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Certegy's control, that may cause actual results to differ significantly from what is expressed in those statements. Among the factors that could, either individually or in the aggregate, affect our performance and cause actual results to differ materially from estimates provided include the following: satisfaction of conditions to closing; potential integration issues following the acquisition; the untimely loss of Game Financial Corporation's customers or suppliers; the potential adverse effect of governmental actions; our ability to operate the business with the same success as the current owners; and other risk factors identified from time to time in our SEC reports, including, but not limited to, those described in the section entitled "Risk Factors" in our 2003 Annual Report on Form 10-K filed on February 17, 2004.
SOURCE Certegy Inc.
Certegy to Acquire Crittson Financial LLC Further Strengthens Leading Market Position ALPHARETTA, Ga., Feb. 20 /PRNewswire-FirstCall/ -- Certegy Inc.
(NYSE: CEY), the nation's leading provider of card services to community banks and credit unions, today announced the acquisition of Crittson Financial Services LLC for approximately $22.5 million in cash. Based in Elkhart, Indiana, Crittson provides full service card and merchant processing services to over 275 financial institutions, 450,000 cardholders and 8,500 merchants throughout the United States. The closing of the transaction, which is subject to customary closing conditions, is expected to occur in early March 2004.
"We are delighted to announce this acquisition. Crittson has built an extremely attractive customer base which is an excellent fit for our existing card business," stated Robert Bream, Senior Vice President and Group Executive of Certegy Card Services - North America. "We welcome Crittson's financial institutions and merchants as Certegy customers and look forward to providing them with our full range of products and services." Robert Crothers, Chairman of Crittson, added, "Certegy has an outstanding reputation for providing high quality products and customer service, and we are confident that our customers will benefit from this new relationship." Certegy expects this acquisition to add approximately $20 million in annualized revenues, comprised of approximately $13 million in card issuing revenue and $7 million in merchant processing revenue. The Company anticipates the transaction to be neutral to diluted earnings per share in 2004, considering integration costs and lower share repurchases than previously assumed. In 2005, the acquisition is expected to add approximately $0.03 to diluted earnings per share.
About Crittson Financial LLC Crittson Financial LLC provides full service, "turnkey" card programs to over 275 financial institutions and 8,500 merchants across the United States.
Crittson offers a full service program that allows any qualified financial institution to become a direct provider of Visa and/or MasterCard products including credit cards, debit cards and full merchant services. Founded in 1984, Crittson is based in Elkhart, Indiana.
About Certegy Inc.
Certegy (NYSE: CEY) provides credit and debit processing, check risk management and check cashing services, merchant processing and e-banking services to over 6,000 financial institutions, 117,000 retailers and 100 million consumers worldwide. Headquartered in Alpharetta, Georgia, Certegy maintains a strong global presence with operations in the United States, United Kingdom, Ireland, France, Chile, Brazil, Australia and New Zealand. As a leading payment services provider, Certegy offers a comprehensive range of transaction processing services, check risk management solutions and integrated customer support programs that facilitate the exchange of business and consumer payments. Certegy generated over $1.0 billion in revenue in 2003. For more information on Certegy, please visit www.certegy.com .
The statements in this release include forward-looking statements that are based on current expectations, assumptions, estimates, and projections about Certegy and our industry. They are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Certegy's control, that may cause actual results to differ significantly from what is expressed in those statements. Among the factors that could, either individually or in the aggregate, affect our performance and cause actual results to differ materially from estimates provided include the following: satisfaction of conditions to closing; potential integration issues following the acquisition; the untimely loss of Crittson Financial LLC's customers or suppliers; the potential adverse effect of governmental actions; our ability to operate the business with the same success as the current owners; and other risk factors identified from time to time in our SEC reports, including, but not limited to, those described in the section entitled "Risk Factors" in our 2003 Annual Report on Form 10-K filed on February 17, 2004.
SOURCE Certegy Inc.
Community Capital Corporation (AMEX: CYL) today announced that in a special meeting held yesterday, February 19, 2004, the shareholders of Abbeville Capital Corporation approved the merger with Community Capital Corporation.
Regulatory approvals have been received and the merger is expected to be completed during the first quarter of 2004.
Abbeville Capital Corporation is the corporate parent of The Bank of Abbeville, which was formed in 1987 and operates one full service banking office in Abbeville, South Carolina.
Community Capital Corporation (AMEX: CYL) is the corporate parent of CapitalBank, which was formed January 2001 during a restructuring that consolidated the company's operations to a single subsidiary.
CapitalBank operates 14 branches throughout South Carolina. The bank offers a full range of banking services, including a wealth management group featuring a wide array of financial services, with personalized attention, local decision making and strong emphasis on the needs of individuals and small to medium-sized businesses. Upon completion of the merger, CapitalBank will have 15 full-service banking offices throughout South Carolina.
Certain matters set forth in this news release may contain forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risks and uncertainties that may cause actual results to differ materially from those in such statements. For a discussion of certain factors that may cause such forward-looking statements to differ materially from the Company's actual results, see the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
Pan American Bank Completes Acquisition of Gulf Bank Business Editors BOCA RATON, Fla.--(BUSINESS WIRE)--Feb. 20, 2004--Pan American Bank (OTCBB:PBCD) completes acquisition of Gulf Bank Loans, Deposits and Branches.
Pan American Bank is now a $170 million asset bank with a $104 million loan portfolio and $148 million in deposits. Pre-closing assets were $100 million, with loans of $67 million and deposits of $88 million.
Pan American Bank has added 3 new branches in the Coral Gables area of South Florida; doubling its branches to six.
Pan American Bancorp, a bank holding company and the parent of Pan American bank, a Florida chartered commercial bank based in South Florida, announced as part of its growth strategy, the completion of Pan American Bank's acquisition of the loan portfolio and other assets of the Gulf Bank of Miami, Fl., as of February 17, 2004, stated Michael Golden, President CEO of Pan American Bancorp and Hugo Castro President CEO of Pan American Bank.
Pan American Bancorp has filed a registration statement with the United States Securities and Exchange Commission for a public offering that they believe should come to market some time in March 2004.
Thomson, TradeWeb near a deal
by Laura King in Toronto
Deals The information giant has offered at least $400 million for the bond trading network, owned by eight investment banks.
Black: 'I've been horribly defamed'
by David Marcus
Analysis Former Hollinger International head Conrad Black sought to defend his character in the Delaware Court of Chancery.
One word for big banks: Plastic
by Peter Moreira
Deals Regional banks, retailers and standalone credit card operations are opting to cash out as the plastic balloon starts to deflate.
http://www.thedeal.com/
Reports: Verizon to sell Upstate holdings
Company won't comment about stories that its phone exchanges are on the block.
February 20, 2004
By Charley Hannagan
Staff writer
Verizon Communications declined to comment Thursday on published reports that it wants to sell its Upstate New York and Hawaiian exchanges.
"It's our policy not to comment on this type of speculation and report," said Cliff Lee, speaking for the company.
Reports by The Deal.com and Reuters say sources told them Verizon wants to sell all of its telephone exchanges in the state outside the New York City metropolitan area. The Deal, an Internet financial news service, said the sale could net Verizon about $8 billion.
Verizon could use the money to pare its debt, which dropped 14.8 percent last year to $45.4 billion.
As of Dec. 31, Verizon had 55.5 million access lines in 29 states and the District of Columbia, including 10.9 million in New York state. The company has 195,000 employees.
Telecom companies, such as Verizon, have been consolidating and selling off unprofitable areas to other companies, said Judy Reed Smith, chief executive officer of Atlantic-ACM, a Boston telecommunications analyst and strategy consultant.
Customers would see no difference in their service if Verizon sells its lines to another company, she said.
"All telecom companies are under incredible pressure to keep themselves profitable for their stockholders," Smith said. "In order to keep themselves profitable, they all must be looking at their portfolios of services and
portfolio of geographic areas, as well as spending on personnel."
Verizon has been cutting its internal costs, she said. In November, 21,600 Verizon workers accepted a company buyout offer aimed at cutting the number of workers in the residential telephone division.
The rumored sale of Verizon's Upstate lines could be a way to allow the company to focus on larger, more profitable areas, Smith said.
Smith named Citizens Communications Co., the owner of Frontier, as a possible buyer for Verizon's Upstate lines.
"Citizens is not interested in Verizon's lines," said Brigid Smith, speaking for the company.
Citizens Communications, which is based in Stamford, Conn., provides service to rural areas and small- and medium-sized towns and cities. It has about 500,000 lines in the Rochester area.
In December, Citizens said it would consider any strategic alternatives to grow shareholder value in its company. On Wednesday, it said it had hired J.P. Morgan Securities and Morgan Stanley as financial advisers and Simpson Thacher & Bartlett as legal counsel to explore its options.
The state's Public Service Commission must review and approve any sale, lease or transfer of utility assets, said Dave Flanagan, speaking for the commission. The PSC has not seen a filing from Verizon about a possible sale, he said.
The Deal report said Verizon also wants to sell its 715,000 lines in Hawaii, and names the Carlyle Group, a Washington, D.C., private equity fund, as looking at the deal.
© 2004 The Post-Standard. Used with permission.
Union seeks intervention amid talk of Verizon phone sale
The Communications Workers of America has responded to word that Verizon is considering selling off more than 2.5 million telephone lines in New York state.
The union, which represents 71,000 Verizon employees, said the possible sale of the company's upstate New York phone network "should sound a loud warning to regulators and political leaders that bad telecommunications policy begets even worse policy from the standpoint of the public."
The Wall Street Journal has reported that Verizon is in discussions to sell the phone lines, valued at $8 billion, in both New York state and Hawaii.
CWA said such a sale would have repercussions on phone customers in cities such as Albany, N.Y., as well as smaller towns and rural areas upstate. The union, while calling on the state Public Service Commission and elected officials to intervene, feels a sale would bring worse phone service by stifling capital investment in the network and curbing the rollout of high-speed Internet service.
Verizon currently loses $8 per month for each phone line that it provides to 5.8 million customers because of the discount price it is required by regulators to offer competitors for reselling its service, according to CWA.
"Losing nearly $50 million a month is certainly no inducement to invest in quality, universal service, which Verizon is mandated by law to provide. Regulators need to level the playing field and increase competitive lease rates to a level where Verizon at least doesn't lose money for providing basic phone service," the union said in a statement.
http://albany.bizjournals.com/albany/stories/2004/02/16/daily41.html?jst=b_ln_hl
Verizon may sell lines in NY, Hawaii
By TOM GILES
and RANDY WHITESTONE
BLOOMBERG NEWS
Verizon, the biggest local phone company, may sell lines in Hawaii to private equity firm Carlyle Group for as much as $2 billion, people familiar with the situation said.
Verizon has held talks to sell phone lines in Hawaii and upstate New York, spokesman Eric Rabe said.
A sale isn't imminent, said Rabe, who declined to identify prospective buyers or how many New York lines are on the block.
Verizon is selling assets to reduce debt and expand into more profitable businesses such as wireless service and high-speed Internet access.
Moody's in October said it was considering a ratings cut on $4.3 billion of debt of Verizon's New York division because the carrier was struggling to reduce costs there.
"There's a great deal of competition in New York and it's the least profitable business that Verizon runs," said Viktor Shvets, an analyst at Deutsche Bank.
Verizon has 10.9 million lines in New York, more than any other state, and 55.5 million lines overall.
A top Verizon union, the Communications Workers of America, condemned the Verizon sale yesterday, saying in a statement, "a sale would bring worse phone service by stifling capital investment in the network."
The Deal first reported the possible line sales in New York and Hawaii on its Web site.
Carlyle, with assets of $18 billion, last year completed the biggest leveraged buyout in 14 years with the $7 billion purchase of Qwest Communications's yellow-pages business.
Frank Carlucci, a former Reagan Administration defense secretary, was chairman for more than a decade. Former President George H.W. Bush and ex-British Prime Minister John Major have served as senior advisers.
Carlyle invested a total of $2.5 billion last year and raised $2 billion in new capital. Carlyle spokesman Chris Ullman declined to comment on the Hawaii lines.
Moody's said it might reduce Verizon's rating in New York because of price cuts by rivals, union conflicts and pressure from regulators after Verizon failed to meet service-quality standards.
Originally published on February 21, 2004
Small U.S. Banks Merge in Shaky Recovery
By Chris Sanders
NEW YORK (Reuters) - Mid-sized U.S. banks have paid dearly in recent months to merge, as they gather strength to sustain profits in what is looking like a slow and difficult U.S. economic recovery.
Through January, U.S. bank merger volume topped last year's total of $65.9 billion, fueling speculation that 2004 could bring the most sweeping changes to the nation's banking landscape since 1998.
So far this year, 30 banking mergers have been announced, according to John McCune, a research manager at SNL Financial in Charlottesville, Virginia. He added that banks are paying the highest prices since 1998 to snatch up rivals.
"One way to maintain earnings growth is through consolidation -- if you can find the right deal," said Kevin Timmons, a banking analyst with institutional research firm C.L. King & Associates.
Lending, especially making large loans to businesses, has not picked up as expected, Timmons said, so banks are buying market share with an eye on eventual margin-fattening through cost cuts.
"Lending picks up when you have job growth, companies adding plants and equipment, growing inventories and growing receivables. Those things are not happening the way it typically does in a recovery," Timmons said.
SLIMMED DOWN
Since 1997, the number of U.S. banks has fallen by about 10 percent in what several analysts labeled a long-term consolidation trend.
Most recently, Bank of America Corp.'s (BAC) purchase of FleetBoston Financial Corp.(FBF), and J.P. Morgan Chase & Co.'s (JPM) acquisition of Bank One Corp. (ONE) have topped recent merger announcements.
Smaller rivals have also been in the game, with deals including Sovereign Bancorp (SOV) buying Seacoast Financial Services (SCFS), North Fork Bancorp's(NFB) merger with Greenpoint Financial Corp. (GPT), the tie-up of Regions Financial Corp (RF) and Union Planters Corp (UPC), National City Corp (NCC) buying Provident Financial (PFGI) and a slew of smaller deals.
Increasingly, traditional banks compete in different loan markets with insurance companies, automobile manufacturers and mortgage companies, further compelling the consolidation trend, analysts said.
Once they join together, cost savings can be wrung out of moving from two back offices to one and reducing the number of mid-level managers.
But deals are getting more expensive.
The average price-to-book ratio -- a commonly used measure for determining a company's value in comparison to its peers -- paid for banks in recent months was 220 percent, according to SNL Financial, up from 170 percent in 2001, but down from 255 percent in 1998.
Banks have helped themselves expand by using their own high-priced stocks as currency.
When Bank of America agreed to pay a 41 percent premium, in a deal worth about $47 billion for FleetBoston recently, it helped set the bar for future big deals in the sector.
John Kline, an analyst with Sandler O'Neill & Partners, said when other banks see a peer or an industry leader pay higher prices to get deals done, it leaves rivals thinking they do not want to lose market share.
Kline added that banks do not want to miss out on a deal because they were too frugal.
"Activity begets activity," Kline said.
But if the market for bank shares cools, the urge to shop will dry up, experts said.
Murray Hill Partnership To Unload $500M+ In Manhattan Offices
Real Estate Finance & Investment
February 20, 2004
--Mark DeCambre
A partnership between Murray Hill Properties and ING Realty Partners wants to sell more than $500 million of Class B office properties in Manhattan. The Murray Hill/ING Partnership is already shopping a 400,000-square-foot office at 1450 Broadway for approximately $120-140 million and is looking to sell 30 Broad St, 417 Fifth Ave., 83 Maiden Lane and the Madison Square Building at 15 E. 26th St. It also quietly sold 270 Madison Ave to Altman/Burrack for $65 million and is working out a deal to sell 485 7th Ave. for approximately $50 million.
"We have polished the apple and now it is time to eat the apple," said Norman Sturner chairman at Murray Hill. The company acquired the offices over the past two to three years with its partners. He declined to disclose details on the pending deals.
Unlike the sale of 1450 Broadway, which is being handled by the team of senior directors Scott Latham and Richard Baxter at Cushman & Wakefield, the Murray venture plans on handling the sales effort themselves over the next six months, Sturner said. Still, REFI has spoken to brokerage firms who have expressed an interest on marketing the offices on behalf of the venture.
The sales campaign constitutes the bulk of its existing portfolio as it plans to cycle out of older investments and turn its sights on new buildings, he noted.
Meanwhile, Sturner also has bought the New York Gift Building for $111 million, a red-brick showroom between 26th and 27th Streets at 225 Fifth Ave as first reported on REFI's web site. The property was being marketing by a Japanese investor Green Stamp. The 12-story landmark building located in the Flatiron district of the city boasts about 150 showrooms open daily, showcasing 2,000 lines of gifts, tabletop, textiles, holiday, stationery, and decorative accessories.
Showroom buildings have garnered attractive prices over the past few months as investors have turned their attention from pricey office deals and attempt to achieve attractive yields through strong performers such as retail/showcase properties. Indeed, RFR Holding and L&L Acquisitions, which recently bought a similar property at 261 Fifth Ave. vied for the property.
Murray Hill plans on maintaining the property as a showroom and retail venue. CB Richard Ellis agents William Shanahan and Darcy Stacom are handling the Gift Building sale.
Will Disney's Miramax Support Comcast Takeover Bid?
Jessica Sommar
A "fifth-column" may exist in Walt Disney Co.'s ranks that could help Comcast succeed in its $50 billion takeover bid, bankers involved said. Harvey Weinstein, co-founder of Miramax Film Corp., a subsidiary of Disney, is a close friend of Brian Roberts, head of Comcast, and could potentially throw his prodigious support behind the Comcast deal. Miramax spokesman Matthew Hiltzik declined to comment. Comcast and Disney officials did not return calls.
Comcast made its unsolicited all-stock bid for Disney last week after Michael Eisner had rebuffed merger discussions with the cable giant. A divide and conquer strategy has already been undertaken by Roy Disney and Stanley Gold, high-profile directors on Disney's board, who resigned last November in protest over Eisner's leadership. Their departures may have emboldened Comcast's taking a run at the storied multimedia titan. Disney and Gold publicly support Comcast's bid.
Weinstein has also been openly critical of the Disney chief. Last December he was quoted in the New York Times saying "all the great executives have been driven from the company." Disney bought Miramax in 1993 for $80 million. Weinstein has failed at loosening Disney's purse strings so Miramax can make bigger budget films. And last year Disney reduced Harvey and his co-founder brother Bob's compensation. Miramax is also reportedly on friendly terms with Steve Rattner's Quadrangle Group, which Comcast has engaged to support its takeover effort. Rattner did not return calls for comment.
The Weinsteins are not on Disney's board, however, nor are they shareholders, but they could influence the board through the shareholders, said a veteran banker. If a proxy battle develops--as some bankers predict--Miramax's support could be critical. "His connections with the industry and his influence over independent shareholders and institutions would be strong," said one analyst covering Disney. Unlike many other corporations, Disney shareholders can act against the board or Eisner at any time by written consent as long as there is at least 51% in accord, a banker on the deal confirmed.
Miramax acquires, produces and distributes movies and co-finances and distributes animated movies developed in conjunction with Pixar Animation Studios. Pixar, behind the 2003 box-office hit Finding Nemo, just walked away from a ten month long negotiation over profit sharing and distribution agreements with its strategic partner Disney, further damaging Eisner's reputation. Miramax's academy award nominated movies include Cold Mountain, The Hours and Frida. Miramax contributed about 10% to Disney's $660 million film EBITDA last year, according to independent researchers at Fulcrum Global Partners.
Major VC firm raises one of biggest funds since dot-com bust
SAN FRANCISCO (AP) - New Enterprise Associates, a venture capital magnet during the dot-com buildup, has raised one of the industry's largest funds since the jarring comedown, providing the latest sign that investors are ready to take a chance on high-risk startups again.
New Enterprise, best known as NEA, collected $1.1 billion for a fund that is expected to finance about 60 high-tech and health-care companies during the next three years.
It marks NEA's first fund since the Reston, Va.-based firm raised $2.3 billion in September 2000 -- right around the time when the Internet business dreams of the late 1990s began to dissolve into nightmarish losses.
As they sifted through the wreckage, few venture capitalists dared to raise new funds. Things got so bad in 2002 that venture capitalists refunded a total of $5 billion to appease their disillusioned investors.
But a rising stock market has helped lift venture capitalists out of the doldrums.
``People are starting to believe it's time to get back in the game, so they are opening up their wallets again,'' said Corey Lavinsky, chief executive of Growthink Research, which tracks venture capital investment.
NEA's latest fund, the firm's 11th, is the first to exceed $1 billion in several years, said Anthony Romanello, director of investor services for Thomson Venture Economics, a research firm that tracks venture capital trends.
The demand to invest in the fund was so great that NEA probably could have raised more than $3 billion, said Peter Barris, the firm's managing general partner.
NEA is used to dealing with large amounts of money. The firm raised a total of $3.75 billion in three funds from 1998 through September 2000 and has delivered big returns to its partners with past investments in high-tech companies like Juniper Networks, Ascend Communications and Macromedia.
``All the stars seem to be lining up for the venture industry again,'' Barris said.
Other prominent venture capitalists seem to agree.
Palo Alto-based Technology Crossover Ventures closed a $900 million fund earlier this month and one of the industry's best-known firms, Menlo Park-based Kleiner Perkins Caufield & Byers, is reportedly raising a $400 million fund.
The recent flurry of activity continues the momentum that began to build last year. Venture capitalists raised $5.2 billion during the fourth quarter -- the most money flowing into the industry for any three-month period in two years.
Despite the spreading optimism, most venture capital firms, including NEA, have been raising about half the amount that they did during the Internet investment frenzy.
Not as much money is needed to sustain startups now because the companies are worth less than they were during the gold rush days and entrepreneurs are being required to operate under more conservative budgets.
Many venture capital firms also have become more austere. NEA's latest fund will be managed by eight partners, down from 11 partners for its last fund.
The institutional investors that entrust venture capitalists with their money are more circumspect too, Barris said. ``Investors have been through a very difficult period, so they are asking a lot more questions about our strategy, as they should be.''
------
On The Net:
http://www.nea.com
Enter Activist Shareholders and Contested Takeovers
As the structure of cross-shareholdings in Japan collapses, shareholders in Japanese companies are becoming more activist. Not only are foreign investors now more actively making performance demands on Japanese management and voting their proxies, but public and corporate pension funds are as well. Japanese companies are being forced to change their management policies in order to effectively compete for capital.
Successive changes in the Commercial Code have made it increasingly easier for companies experiencing significant cross-holding unwinding to repurchase their shares with excess cash flow that is being created through restructuring and curtailment of capital expenditures. In fiscal 2002, listed companies authorized ¥9.8 trillion of stock buy-backs, and this trend continued in fiscal 2003. This notwithstanding the outflow of cross-holding and strategic holding unwinding continues to exceed the level of stock buy-backs. During most of the Heisei Malaise and unwinding of cross- and strategic holdings, foreign investors have essentially been the only consistent source of buying demand, and were net purchases of a record ¥9 trillion of Japanese equities so far in fiscal 2003 (to end March 2004). However, there are many companies listed in Japan in which foreign institutional investors simply have no interest, or have market capitalization that is too small for foreign institutional investors to buy.
Enter a new breed of "relationship investors", reminiscent of Robert Monk’s Lens Fund in the US, that are focusing on the "unloved" and "unwanted" among Japan’s listed companies. One of the most visible is Yoshiaki Murakami of M&A Consulting. An ex-government official, Mr. Murakami takes big stakes in cash-rich Japanese companies that are misusing or underutilizing their assets. He directly confronts management, asking them to optimize the allocation of funds available, and to concentrate management resources on core businesses. If the company is unable to find new investment opportunities that promise returns in excess of that firm’s cost of capital, he presses management to either raise their dividend and/or repurchase their shares.
But there are also an increasing number of foreign funds with the same operating strategy. Nippon Broadcasting System Inc. (4660), found last year that Southeastern Asset Management Inc., a U.S. investment advisory firm, had acquired 10% of its shares, becoming the top shareholder in the broadcaster. Southeastern Asset Management may aim to eventually take control of Fuji Television Network Inc. (4676), a major TV channel, in which Nippon Broadcasting has a stake of about 34%. Bull-Dog Sauce Co. (2804) also found a consortium of three U.S. investment funds capturing a leading 6% of the company.
This wave is not limited to "old-economy" companies. Emerging companies in fiscal 2002 began to experience a wave of takeover bids that has hit slumping firms that trade on the JASDAQ market. Nice Claup Co. (7598) and Nihon Computer Graphic Co. (4787) have both seen other listed companies suddenly emerge as lead shareholders this year. The two companies were both bleeding red ink and trading at price-book ratios of less than 1. Ultimately, both were ripe for a takeover. IXI Co. (4313) announced that it had received a takeover bid from CAC Corp. (4725), a TSE first-section company. IXI ultimately chose to come under the umbrella of CAC a mere six months after going public on the Nasdaq Japan Market. Digital Electronics Corp. (6884), a JASDAQ-listed maker of operational indicator devices, announced that it was being acquired by France's Schneider Electric. Jusphoto (4646) shares attracted buying after the announcement that it would be acquired by the Fuji Photo Film (4901) group.
Japan Equity Capital Co., launched by leading nonbank financier GE Capital, surprised a top executive of a major Japanese consumer-goods producer by meeting him at New Tokyo International Airport, getting in the car with the executive and telling him, "Please sell a subsidiary to us." These investment funds attracted public attention with large-scale buyouts of failed companies, including the former Long-Term Credit Bank of Japan, now Shinsei Bank. But their mainstay business has heretofore been buying bad debt from banks. As the cleanup of nonperforming loans has progressed (albeit at a snail's pace), they have been turning their attention to strategic investments based on expectations of industry reorganizations, and are launching takeover bids.
Restructuring Japanese companies are also being forced to spin off noncore businesses or subsidiaries. Lone Star Japan Acquisition has created a $4.25 billion fund to take advantage of such opportunities. JP Morgan Partners bought Rhythm Corp., an autoparts maker in Hamamatsu, Shizuoka Prefecture, as a first step in its Japanese business. Carlyle Group plans to delist Kito Corp. (6409), a crane manufacturer, from the JASDAQ over-the-counter market and list it on the Tokyo Stock Exchange. Ripplewood Holdings, famous for their purchase of LTCB from the Japanese government, has bought a total of four Japanese firms so far in what many regard as an outstanding example of navigating successfully through Japanese business waters. In all, cumulative investments by foreign funds in Japan are estimated to have surpassed ¥1 trillion yen.
Japanese funds are joining the fray. Unizon Capital took over the mainstay confectionery operation of failed Tohato Inc., after the loss-making golf course operation was split off from the cookie maker. Tokyo Marine Capital Co. acquired the retail business of Takarabune, a struggling confectionery producer. Japan Industrial Partners is purchasing a laser processing business from the NEC Corp. (6701) and is setting up a firm for the takeover. They will integrate the business into one company, aiming to improve the operation's competitive edge. Phoenix Capital has acquired beverage producer Gold-Pak Corp. from Tokyu Corp. (9005) in a leveraged buyout.
In 2003, the number of such M&As reached 74 in the April-September period, 3.9 times as many as the same term a year earlier and well above the 44 in all of fiscal 2002, according to Recof Corp., an M&A broker. Such firms accounted for 9% of all of 795 M&As involving Japanese companies in the fiscal first-half, up from 2% a year earlier.
These "relationship investment" companies are attracting increasing amounts of capital from institutional investors expecting investments in the funds to yield relatively quick returns, amid the growing reshuffling of operations among large corporations as well as increasing corporate turnaround deals.
But despite this new wave of relationship investing, most Japanese businessmen still favor a more long-term approach. Yoshiaki Murakami of M&A Consulting is still viewed as maverick investor, as he often takes a combative stance toward the companies in which he invests. Mr. Murakami’s critics say h focuses only on such short-term matters as share buybacks and dividend increases. While many feel it is important to beef up the monitoring of managers (corproate governance), they nevertheless believe that shareholders must take a long-term stance from the viewpoint of a company's continuity.
In contrast, a more acceptable approach by those who nevertheless support reform in Japan is being taken by Tomomi Yano, executive managing director of the Pension Fund Association, is the influential government affiliated investor who has set up guidelines to recall corporate managers with poor results. Mr. Yano’s approach is to not reappoint directors who cannot produce results, as many believe that stockholders at this stage should work on bolstering the functions of directors, especially outside ones.
The Pension Fund Association strongly makes the case at shareholders meetings that the board of directors' supervisory function needs to be reinforced to be on par with its other role of policy-setting, because the supervision is currently too weak. PFA standards for exercising voting rights, were in February, and require that more than one-third of a company's board members be outside directors, in the belief that a board consisting of only in-house directors tends to be tepid toward supervision. Management at a company which remained in the red and failed to pay dividends for the third straight year, or which posted a net loss for the fifth year in a row will see themselves voted against as executives by the PFA. The PFA will vote against a re-election of such executives at the shareholders meeting and demand their compensation be cut or suspended.
The Government Pension Investment Fund (GPIF), the world’s largest public pension fund, has drawn up their corporate governance policies and has clear instructions for their asset managers to follow in voting their proxies. Now that public pension funds have become "activist", and given that the bulk of new accounting reforms are in place, Japan’s reform proponents now have powerful ammunition to push through corporate governance reforms that will in the end make Japanese companies more competitive and usher in a new age of competition for capital in Japan.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
Article by Darrel Whitten
Executive Summary
Japan’s system of interlocking shareholdings is collapsing as Japan’s banks move to isolate their reported capital ratios from equity market volatility.
The system of cross-holdings has become unsustainable due to: a) the introduction of current value accounting, necessitating the reporting of valuation losses and gains on stock holdings, b) the regulatory authorities have required the Banks to reduce stock holdings to below their Tier 1 capital, and c) the secular bear market in stocks during the "Heisei Malaise" has made once substantial unrealized gains significant unrealized losses.
Foreign as well as domestic institutional investors have become more activist, voting against shareholder proposals they oppose, and openly advocating corporate governance change at Japanese companies.
Contested take-overs, once virtually impossible, have now become commonplace, by both domestic as well as overseas "realtionship" funds.
Now that even public pension funds have become "activist", given that the bulk of new accounting reforms are already in place, Japan’s reform proponents now have powerful ammunition to push through corporate governance reforms that will in the end make Japanese companies more competitive and usher in a new age of competition for capital in Japan.
Japan’s Brave New World of Competition for Capital
Japan’s system of interlocking shareholdings among financial institutions (banks and insurance companies) and their corporate clients, and between large companies and their subsidiaries and affiliates–in the form of cross holdings or "strategic" holdings–had been a major factor responsible for the ability of Japanese management to ostensibly concentrate on the long term and ignore the needs of minority investors, both foreign and individual. It has effectively prevented contested takeovers, and allowed the banks to report inflated capital ratios based on the market value of their strategic shareholdings.
However, this structure became unsustainable during the 1990s because of; a) a secular bear market in stock prices, b) shareholding restrictions imposed on banks (where these holdings cannot exceed their Tier 1 capital), c) and current market value accounting, which required companies to record valuation losses on these holdings. Consequently, NLI Research estimates that strategic shareholding ratios among Japanese companies have declined from 45.8% in fiscal 1987 to 27.1% by fiscal 2002, while crossholdings have fallen from 18.4% in 1987 to 7.4%.
The eventual demise of cross-holding and strategic holdings cannot not be averted if Japanese companies are to regain lost global competitiveness and economic vitality. Better shareholder value has recently become a mantra among Japanese firms, many of which have seen their stock price to stated book value ratios fall well below 1.0X at the low point in the Nikkei 225 in April 2003, and are seeing significant declines in the cross-holding relationship with their main banks. Banks in fiscal 2002 reduced their stake in 45% of cross-holdings, and the trend is believed to have continued in fiscal 2003. By September 2004, they are required by the Financial Services Agency to have reduced the value of their equity holdings to below that of their Tier 1 capital. Ironically, the more stock prices appreciate, the more stock the banks will have to sell to satisfy this requirement. Consequently, the major banks are if anything accelerating their unwinding of stock holdings as the market recovers, to not only bring the value of these holdings to below the value of the Tier 1 equity capital, but also to further reduce the risk that stock holdings present to their stated capital ratios.
The value of cross-held and strategic holdings is nevertheless still large (the value of cross-holdings as of March 2003 was still ¥17.4 trillion, or larger than the market capitalization of the listed banks of ¥16.3 trillion). In particular, banks and old-economy companies have been the most heavily dependent on strategic shareholders.
However, research on the relationship between corporate governance, strategic shareholdings and poor financial performance/enterprise value indicates a positive correlation between performance and companies (including banks) whose shareholdings have been dominated by strategic shareholders and have been resistant to demands for better returns from shareholders.
Investors' Fancy Turns to Mergers
Sunday February 15, 10:32 am ET
By Elizabeth Lazarowitz
NEW YORK (Reuters) - Merger talk is in the air, and thoughts of corporate consolidation are likely to occupy investors' minds in the week ahead, as the earnings season winds down and traders look for fresh reasons to push the market higher.
Cable operator Comcast Corp.'s (NasdaqNM:CMCSA - News) unsolicited $50 billion takeover bid for media giant Walt Disney Co. (NYSE:DIS - News), a deal that would create the world's largest media company, stirred up speculation about a comeback in dealmaking and put Wall Street on watch for the next mega-marriage.
Unexpectedly strong quarterly earnings reports and heavy hints from Federal Reserve Chairman Alan Greenspan that interest rates are likely to remain low for some time to come have underpinned investor sentiment. But after the market's substantial climb over the past two months, concerns have mounted that most of this good news is already factored into current stock prices.
"You've gotten to a point now where it's hard to squeeze out much better earnings without a much stronger economy," said Rick Meckler, president of investment firm LibertyView Asset Management.
Merger and acquisition activity, he said, may help keep investors' interest in buying stocks piqued.
"People will be starting to look at who else can buy a competitor and grow from that."
In addition to the Disney deal, the world's top wireless operator, Vodafone Group Plc (London:VOD.L - News), and U.S. rival Cingular have squared off for a $30 billion-plus bidding war to gain control of AT&T Wireless (NYSE:AWE - News) ahead of a late Friday deadline.
That came on the heels of Bank of America Corp.'s (NYSE:BAC - News) bid for FleetBoston Financial Corp. (NYSE:FBF - News) late last month.
More deals of this kind mean corporate managements are more comfortable with their own business operations and feel that their companies' shares are fairly valued, said Jack Caffrey, equity strategist at J.P. Morgan Private Bank.
"It's indicative of a healthier overall financial and operating environment," Caffrey said. "That can translate into managements' willingness to spend more money on capital and, ultimately, spend more on labor."
SPOTLIGHT ON JOBLESS CLAIMS
While corporate America is expected to pick up the spending baton from consumers, whose shopping habits helped ease the pain of the latest economic downturn, some economists worry that sluggish employment growth could leave consumers with empty pockets.
On Friday, a surprisingly weak report on consumer sentiment from the University of Michigan helped send stocks into negative territory.
For that reason, weekly jobless claims figures will garner a bit of attention this week. Economists polled by Reuters estimate that about 353,000 Americans lined up for first-time unemployment benefits in the week ended Feb. 14, down from 363,000 in the previous week. The figures are due Thursday.
Industrial production and capacity utilization data for January are on Tuesday's economic calendar.
Reports on consumer and producer-level prices in January later in the week will likely get a yawn unless they diverge widely from expectations, analysts said, since Greenspan's comments reassured the financial markets that the Fed was not ready to take back some of the stimulus that has helped the economy surge to its strongest levels in 20 years.
EARNINGS STRENGTH
Technology companies and retailers stand out amid this week's corporate earnings reports. Both the world's biggest retailer, Wal-Mart Stores Inc. (NYSE:WMT - News), and the second-largest U.S. discounter, Target Corp. (NYSE:TGT - News), are scheduled to issue their quarterly scorecards.
In the tech sector, No. 2 computer maker Hewlett-Packard Co. (NYSE:HPQ - News), network storage gear maker Network Appliance Inc.(NasdaqNM:NTAP - News), chip equipment maker Applied Materials Inc. (NasdaqNM:AMAT - News) and telecommunications equipment maker Ciena Corp. (NasdaqNM:CIEN - News) have earnings on tap.
Results are also expected from farm machinery maker Deere & Co. (NYSE:DE - News) and natural gas producer and pipeline company Williams Cos. Inc. (NYSE:WMB - News)
With fourth-quarter results already in from more than 400 of the companies in the Standard & Poor's 500 index (CBOE:^SPX - News), operating earnings have surpassed analysts' estimates by nearly 5 percent on average, according to data compiled by Reuters Research.
Investors have been busy pouring money into equities, with more than $40 billion of net inflows into U.S. stock mutual funds in January, according to a report by fund consultant Strategic Insight.
With the Dow brushing 32-month highs and other major indexes also up sharply in recent months, "valuations are on the higher side of fair," Caffrey said, adding that that could keep the market from embarking on a major rally.
A shortened trading week also could help keep stocks pinned in a narrow trading range, analysts said. U.S. financial markets are closed on Monday in observance of the Presidents Day holiday.
For the week, the blue-chip Dow Jones industrial average (^DJI - News) rose 0.3 percent and the broad Standard & Poor's 500 index (CBOE:^SPX - News) also finished up 0.3 percent. It was the second straight week of gains for the Dow and the S&P 500.
But the technology-packed Nasdaq Composite Index (NasdaqSC:^IXIC - News) closed the week down 0.5 percent, marking its fourth straight week of declines.
Year to date, the Dow is up 1.7 percent, the S&P 500 is up 3.1 percent, and the Nasdaq is up 2.5 percent.
(Wall St Week Ahead appears weekly. Questions or comments on this one can be e-mailed to: elizabeth.lazarowitz@reuters.com)
Merrill Lynch Restructuring
February 10, 2004
David Teitelbaum, Esq.
Sidley Austin Brown & Wood LLP
1501 K Street, N.W.
Washington, DC 20005
Dear Mr. Teitelbaum:
This is in response to your letters on behalf of Merrill Lynch Bank USA, Salt Lake City, Utah ("ILC"), requesting an exemption from section 23A of the Federal Reserve Act and the Board's Regulation W that would permit ILC to acquire all the capital stock of its affiliate, Merrill Lynch Private Finance, Inc., Plainsboro, New Jersey ("MLPF").1
You have indicated that Merrill Lynch & Co., Inc., New York, New York ("Merrill Lynch"), proposes to reorganize certain of its lending operations by transfering all the stock of MLPF, a nonbank subsidiary, to ILC, an industrial loan company subsidiary that is subject to section 23A. MLPF is principally engaged in the business of originating and servicing loans secured by investments held in securities accounts maintained with Merrill Lynch's broker-dealer subsidiary. Upon origination, MLPF sells its loans to Merrill Lynch International Finance, Inc., another nonbank subsidiary of Merrill Lynch. MLPF continues to service these loans. ILC also originates and services securities-based loans, but ILC keeps these loans on its balance sheet.
Prior to ILC's proposed acquisition of MLPF, MLPF intends to repurchase from Merrill Lynch International Finance up to [amount redacted] of uncommitted credit facilities (the "Credits"), including outstanding loan balances of [amount redacted], that MLPF previously originated and sold to Merrill Lynch International Finance. The purchase price for the Credits would equal [amount redacted] -- the book value of the Credits. MLPF would fund the purchase by borrowing [amount redacted] from Merrill Lynch on an unsecured basis at a floating rate equal to [rate redacted].2 Once MLPF has repurchased the Credits, Merrill Lynch would contribute all of MLPF's capital stock to ILC, and MLPF would become an operating subsidiary of ILC.
Section 23A and Regulation W limit the amount of "covered transactions" between a bank (including an insured industrial loan company like ILC) and any single affiliate to 10 percent of the bank's capital stock and surplus and limit the amount of covered transactions between a bank and all its affiliates to 20 percent of the bank's capital stock and surplus. "Covered transactions" include a bank's purchase of assets from an affiliate and a bank's extension of credit to an affiliate. The statute and regulation also require a bank to secure its extensions of credit to, and certain other covered transactions with, affiliates with prescribed amounts of collateral. In addition, section 23A and Regulation W prohibit a bank from purchasing low-quality assets from an affiliate.
Regulation W provides that a bank's acquisition of a security issued by a company that was an affiliate of the bank before the acquisition is treated as a purchase of assets by the bank from an affiliate if (i) the company becomes an operating subsidiary of the bank as a result of the transaction and (ii) the company has liabilities at the time of the acquisition.3 MLPF is currently an affiliate of ILC; MLPF would be an operating subsidiary of ILC immediately after the reorganization; and MLPF would have liabilities at the time of the reorganization. Accordingly, Merrill Lynch's transfer of all the capital stock of MLPF to ILC would be an asset purchase subject to the quantitative and qualitative limitations of section 23A and Regulation W. The Regulation W value of the covered transaction would be approximately [amount redacted] -- the total liabilities of MLPF at the time of the reorganization.4
To facilitate the reorganization, ILC has requested an exemption from section 23A and Regulation W to permit ILC to acquire all the stock of MLPF. Section 23A and Regulation W specifically authorize the Board to exempt, in its discretion, transactions or relationships from the requirements of the statute and rule if the Board finds such exemptions to be in the public interest and consistent with the purposes of section 23A.5
The Board has in the past approved exemptions under section 23A for one-time asset transfers that are part of a corporate reorganization and that are structured to ensure the quality of the transferred assets.6 As in previous cases reviewed by the Board, the proposed transaction in this case is a by-product of a one-time corporate reorganization. Merrill Lynch is consolidating its securities-based lending and servicing business into ILC. According to Merrill Lynch, this exemption is expected to enhance the efficiency of Merrill Lynch's lending programs and to contain or reduce the operating expenses of the programs.
ILC has stated that none of the Credits is an extension of credit to an affiliate of ILC. ILC also has indicated that none of the Credits is a low-quality asset (as defined in Regulation W) and that ILC will not, as part of the transfer of MLPF shares, purchase any low-quality assets from an affiliate for purposes of Regulation W. In addition, the directors of ILC have reviewed and unanimously approved the transaction. Moreover, for a two-year period following the contribution of the MLPF shares to ILC, Merrill Lynch will either (i) make quarterly cash contributions to ILC equal to the book value, plus any write-downs taken by ILC, of any transferred assets that become low-quality assets during the quarter; or (ii) repurchase on a quarterly basis, at a price equal to the book value, plus any write-downs taken by ILC, any transferred assets that become low-quality assets during the quarter.
In light of these considerations and all the facts you have presented, the reorganization transaction appears to be consistent with safe and sound banking practices and on terms that would ensure the quality of the assets transferred. Accordingly, the transaction appears to be consistent with the purposes of section 23A, and the Director of the Division of Banking Supervision and Regulation, pursuant to authority delegated by the Board, and with the concurrence of the General Counsel, hereby grants the requested exemption.
This determination is specifically conditioned on compliance by ILC, MLPF, and Merrill Lynch with all the commitments and representations they made in connection with the exemption request. These commitments and representations are deemed to be conditions imposed in writing by the Board in connection with granting the request and, as such, may be enforced in proceedings under applicable law. This determination is based on the specific facts and circumstances surrounding the proposed transaction, and may be revoked in the event of any material change in those facts and circumstances or any failure by ILC, MLPF, or Merrill Lynch to observe any of its commitments or representations. This grant of exemption does not represent a determination concerning the permissibility of any other transactions engaged in by ILC, MLPF, or Merrill Lynch that are subject to section 23A or Regulation W.
Sincerely,
(Signed) Robert deV. Frierson
Deputy Secretary of the Board
cc: Federal Reserve Bank of New York
Federal Deposit Insurance Corporation
--------------------------------------------------------------------------------
Footnotes
1. 12 U.S.C. § 371c; 12 C.F.R. part 223. Return to text
2. Because the pre-reorganization loan from Merrill Lynch to MLPF is being made in contemplation of MLPF becoming an operating subsidiary of ILC, the loan would be treated as a loan by an affiliate to a bank and, accordingly, would be subject to the market terms requirement of section 23B of the Federal Reserve Act.Return to text
3. See 12 C.F.R. 223.31(a). Return to text
4. See 12 C.F.R. 223.31(b). Return to text
5. 12 U.S.C. § 371c(f)(2); 12 C.F.R. 223.43(a). Return to text
6. See, e.g., Letter dated January 8, 2001, from Robert deV. Frierson, Associate Secretary of the Board, to Bruce Moland (Wells Fargo & Company). Return to text
http://www.federalreserve.gov/boarddocs/legalint/federalreserveact/2004/20040210/
Comcast Letter Offering to Buy Disney
Comcast President and Chief Executive Officer Brian L. Roberts' letter offering to buy Walt Disney Company:
February 11, 2004
Mr. Michael D. Eisner
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
Dear Michael:
I am writing following our conversation earlier this week in which I proposed that we enter into discussions to merge Disney and Comcast to create a premier entertainment and communications company. It is unfortunate that you are not willing to do so. Given this, the only way for us to proceed is to make a public proposal directly to you and your Board.
We have a wonderful opportunity to create a company that combines distribution and content in a way that is far stronger and more valuable than either Disney or Comcast can be standing alone. To this end, we are proposing a tax-free stock for stock merger in which Comcast would issue 0.78 of a share of its Class A voting common stock for each share of Disney. This represents a premium of over $5 billion for your shareholders, based on yesterday's closing prices. Under our proposal, your shareholders would own approximately 42 percent of the combined company.
The combined company would be uniquely positioned to take advantage of an extraordinary collection of assets. Together, we would unite the country's premier cable provider with Disney's leading filmed entertainment, media networks and theme park properties. In addition to serving over 21 million cable subscribers, Comcast is also the country's largest high speed internet service provider with over 5 million subscribers. As you have expressed on several occasions, one of Disney's top priorities involves the aggressive pursuit of technological innovation that enhances how Disney's content is created and delivered. We believe this combination helps accelerate the realization of that goal-whether through existing distribution channels and technologies such as video-on-demand and broadband video streaming or through emerging technologies still in development-to the benefit of all our shareholders, customers and employees.
We believe that improvements in operating performance, business creation opportunities and other combination benefits will generate enormous value for the shareholders of both companies. Together, as an integrated distribution and content company, we will be best positioned to meet our respective competitive challenges.
We have a stable and respected management team with a great track record for creating shareholder value. In fact, our shares have consistently outperformed leading stock indices by significant margins, including the S&P 500 by a margin of more than 2 to 1 since Comcast went public in 1972.
The Comcast management team greatly appreciates and is highly respectful of the Disney heritage. We know that there are many talented executives at Disney who we envision would also play a key role in managing the combined company. We also would welcome directors from your Board joining our Board.
We have analyzed the issues associated with regulatory approval and are confident that all necessary approvals can be obtained in a timely fashion. Given the landscape that has evolved in our industry over the past few years, the creation of integrated content and distribution companies is essential to increasing the level of competition. The FCC's existing program access and program carriage rules ensure that the combined company will continue to make all of its satellite-delivered national and regional cable networks available on a non-exclusive, non-discriminatory basis and that there will be no discrimination against unaffiliated programming services, all consistent with the undertakings made by News Corp. in its recent acquisition of DirecTV.
We hope that the Disney Board will pursue the opportunity that this proposed combination presents to your shareholders.
Very truly yours,
Brian L. Roberts
President and Chief Executive Officer
Cc: Board of Directors, The Walt Disney Company
http://story.news.yahoo.com/news?tmpl=story&u=/ap/20040211/ap_on_bi_ge/comcast_disney_letter_1
Comcast Full Year and Fourth Quarter
Results Meet or Exceed All Operating and Financial Targets
Setting Stage For Continued Growth in 2004
Comcast Cable Delivers $6.35 Billion of Operating Cash Flow in 2003
A Pro Forma Increase of 42%
Comcast Cable Operating Income Increased to $2.127 Billion in 2003
Comcast Cable Adds Over 140,000 Basic Cable Subscribers in 2003
Comcast Repays $7 Billion of Debt in 2003
http://www.sec.gov/Archives/edgar/data/1166691/000089109204000645/e16878ex99-1.txt
Chattem, Inc. Commences Tender Offer and Consent Solicitation for Existing 8.875% Senior Subordinated Notes Due 2008
CHATTANOOGA, Tenn. -- (Business Wire) -- Feb. 10, 2004
Chattem, Inc., (NASDAQ:CHTT) a leading marketer and
manufacturer of branded consumer products, announced today that it has
commenced a cash tender offer and consent solicitation (the "Offer")
for any and all of its $204,538,000 outstanding principal amount of
its 8.875% Senior Subordinated Notes due 2008 (the "Notes").
The Offer is scheduled to expire at 12:00 midnight, New York City
time, on Tuesday, March 9, 2004, unless extended or earlier terminated
(the "Expiration Date"). The consent solicitation will expire at 5:00
p.m., New York City time, on Tuesday, February 24, 2004 (the "Consent
Date"), unless extended or earlier terminated. Holders tendering their
Notes under the indenture will be required to consent to certain
proposed amendments (the "Proposed Amendments") to the indenture
governing their Notes, which will eliminate substantially all of the
restrictive covenants and certain events of default. Adoption of the
Proposed Amendments requires the consent of holders of at least a
majority of the aggregate principal amount of the outstanding Notes
under the indenture. Holders may not tender their Notes without
delivering consents or deliver consents without tendering their Notes.
Holders who validly tender their Notes on or prior to the Consent
Date will receive the total consideration of $1,036.73, consisting of
(i) the tender price of $1,006.73 and (ii) the consent payment of
$30.00, per $1,000 principal amount of Notes (if such notes are
accepted for purchase). Holders who validly tender their Notes after
the Consent Date but on or prior to the Expiration Date will receive
the tender price of $1,006.73 per $1,000 principal amount of Notes (if
such notes are accepted for purchase). In either case, Holders who
validly tender their Notes also will be paid accrued and unpaid
interest up to, but not including, the applicable date of payment for
the Notes (if such notes are accepted for purchase).
The Offer is subject to the satisfaction of certain conditions,
including the Company's receipt of tenders of Notes representing a
majority of the aggregate principal amount of the Notes outstanding,
consummation of the required financing, consent from the lenders under
the Company's credit facility, as well as other customary conditions.
The terms of the Offer are described in the Company's Offer to
Purchase and Consent Solicitation Statement dated February 10, 2004,
copies of which may be obtained from Global Bondholder Services.
The Company expects to obtain the funds necessary to complete the
tender for the Notes from a new long term debt financing.
The Company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager and solicitation agent in connection with
the Offer. Questions regarding the Offer may be directed to Banc of
America Securities LLC, High Yield Special Products, at (888) 292-0070
(US toll-free) and (212) 847-5834 (collect). Requests for
documentation may be directed to Global Bondholder Services, the
information agent for the Offer, at (866) 937-2200 (US toll-free) and
(212) 430-3774 (collect).
The announcement is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of a consent with respect to any
securities. The Offer is being made solely by the Offer to Purchase
and Consent Solicitation Statement dated February 10, 2004.
Statements in this press release which are not historical facts
are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements involve risks, uncertainties and assumptions that could
cause actual outcomes and results to differ materially from those
expressed or projected.
Contacts:
Chattem, Inc.
Alec Taylor, 423-821-2037, Ext. 3281
or
Rick Moss, 423-821-2037, Ext. 3278
or
Investor Relations:
Tammy Nichols, 423-821-2037, Ext. 3209
MGM MIRAGE to Sell Darwin Hotel and Casino to SKYCITY Entertainment Group
2004-02-10 20:30 ET - News Release
LAS VEGAS, Feb. 10 /PRNewswire-FirstCall/ -- MGM MIRAGE has entered into an agreement to sell its hotel and casino located in Darwin, Australia to SKYCITY Entertainment Group Limited for A$195 million (approximately US$150 million based on current exchange rates). The transaction is subject to customary closing conditions contained in the sale and purchase agreement, including receipt of all necessary regulatory and governmental approvals. Both parties anticipate the transaction to be completed by the third quarter. Upon successful completion of the transaction, MGM MIRAGE expects to report a substantial pretax gain.
"We are extremely proud of the accomplishments made by our employees in making this property one of the most successful casinos in Australia," said Terry Lanni, Chairman and Chief Executive Officer of MGM MIRAGE. "At the same time, this transaction further positions us to execute on several high return domestic and international growth initiatives."
MGM Grand Australia is located on 18 acres of beachfront property in Darwin, Northern Territory, Australia. The property has approximately 23,800 square feet of gaming space, 107 hotel rooms, 450 slot machines and 26 gaming tables.
SKYCITY Entertainment Group Limited is a gaming and entertainment company headquartered in Auckland, New Zealand. The company owns and/or operates gaming and entertainment complexes in New Zealand and Australia.
MGM MIRAGE , one of the world's leading and most respected hotel and gaming companies, owns and operates 12 casino resorts located in Nevada, Mississippi, Michigan and Australia, and has investments in two other casino resorts in Nevada and New Jersey. The company is headquartered in Las Vegas, Nevada, and offers an unmatched collection of casino resorts with a limitless range of choices for guests. Guest satisfaction is paramount, and the company has approximately 40,000 employees committed to that result. Its portfolio of brands include AAA Five Diamond award-winner Bellagio, MGM Grand Las Vegas - The City of Entertainment, The Mirage, TI, New York - New York, Boardwalk Hotel and Casino and 50 percent of Monte Carlo, all located on the Las Vegas Strip; Whiskey Pete's, Buffalo Bill's, Primm Valley Resort and two championship golf courses at the California/Nevada state line; the exclusive Shadow Creek golf course in North Las Vegas; Beau Rivage on the Mississippi Gulf Coast; and MGM Grand Detroit Casino in Detroit, Michigan. The Company is also a 50-percent owner of Borgata, a destination casino resort at Renaissance Pointe in Atlantic City, New Jersey. Internationally, MGM MIRAGE owns and operates MGM Grand Australia in Darwin, Australia, and holds a 25 percent interest in casino developer Metro Casinos Limited of Great Britain. For more information about MGM MIRAGE, please visit the company's website at http://www.mgmmirage.com/ .
Statements in this release which are not historical facts are "forward looking" statements and "safe harbor statements" under the Private Securities Litigation Reform Act of 1995 that involve risks and/or uncertainties, including risks and/or uncertainties as described in the company's public filings with the Securities and Exchange Commission.
MGM MIRAGE
CONTACT: Investment Community, James J. Murren, President, Chief
Financial Officer and Treasurer, +1-702-693-8877, or Media, Alan Feldman,
Senior Vice President, Public Affairs, +1-702-891-7147, both of MGM MIRAGE
Web site: http://www.mgmmirage.com/
U.K. Airport Scheme Considers Alternatives
--Venilia Batista
February 8, 2004
The GBP1.5 billion pension scheme for the airport manager BAA is considering investing up to GBP150 million in alternatives in the next three-to-six months, to diversify its portfolio. "It could be property, hedge funds or private equity, or all of them," said Eric Hunt, group pensions manager in Horley, Surrey. The fund will invest 5-10% of its total assets in alternatives; "anything less than 5% isn't worth doing, but more than 10% is probably too racy for a first time," he explained. The trustees will make a decision as to how potential mandates will be funded by June, he continued. They are not yet talking to alternative managers.
Private equity now looks more attractive than it has for the last 10 years because of the recent recovery of listed equity markets, Hunt said, adding that the scheme's trustees discuss investing in alternatives every two years.
The fund used to invest in real estate and private equity but pulled out of these asset classes around 10 years ago because of worsening market conditions and poor private equity performance, Hunt noted. BAA is more inclined to invest in private equity or property than hedge funds as it is already familiar with these asset classes.
Separately, the scheme hired Mercer Investment Consulting late last year to replace Hewitt Bacon & Woodrow, when its contract expired. "[It was] time to review our advisor and anything can happen in a re-tender," Hunt observed, declining to comment further on why Bacon & Woodrow was let go. Mercer's appointment is not connected to the alternatives review, although Mercer will provide advice. Donna Ellis, spokeswoman at Mercer in London, was unable to provide comment by press time. Colin Mayes, spokesman at Bacon & Woodrow in London, declined to comment.
The fund's asset allocation is 70% equity, 30% bonds. State Street Global Advisors manages passive equity and fixed income, while Fidelity Investments manages active equity and corporate bonds. The fund also employs Capital International and UBS Global Asset Management for global active equity.
BarPoint.com, Inc. and Fundever, Inc. Merger
BarPoint.com, Inc. and Fundever, Inc. - owner of SchoolPop, Inc. - Sign Definitive Merger Agreement
Company To Issue Cash and Stock Dividend After Closing
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Feb. 5, 2004--BarPoint.com, Inc. (OTCBB:BPNT - News), an online and wireless product information and shopping service technology provider, and Fundever, Inc., owner of SchoolPop, Inc., a leading provider of year round school support and fund-raising solutions, jointly announced today that the two companies have signed a definitive merger agreement for Fundever to acquire a controlling interest in BarPoint by way of a reverse triangular merger. Concurrent with the announcement of the transaction with Fundever/SchoolPop, and conditioned upon the closing of the transaction, BarPoint announced a cash and stock dividend to shareholders of approximately $ 0.05 per common share and approximately 0.429 additional shares per common share. Subject to the closing of the merger, this cash and stock dividend is to be paid on or about March 2, 2004, to shareholders of record as of February 17, 2004. In addition, subject to the closing of the merger and the resolution of various contingent liabilities, a second cash dividend of approximately $ 0.03 per common share may be issued to the BarPoint shareholders of record as of February 17, 2004. If issued, this additional dividend is currently scheduled to be paid approximately six months after closing of the merger. The merger transaction is expected to close on or about February 18, 2004, subject to the satisfaction or waiver of certain customary closing conditions.
Founded in 1999 and based in Atlanta, GA, SchoolPop is a leading innovator of hassle-free programs that contribute to schools and charities a percentage of everyday shopping purchases, by parents and supporters, from hundreds of brand name merchant websites, stores, catalogs and gift cards. SchoolPop's vision is to provide a one-stop shop for schools and other nonprofits to enroll in year-round revenue programs consistent with school and family learning objectives. SchoolPop has acquired and developed several technology assets and a customer base which includes over 60,000 enrolled schools and more than 500,000 enrolled supporters. Going forward, SchoolPop intends to incorporate aspects of BarPoint's technology into SchoolPop's online fundraising offerings, allowing consumers to make shopping decisions that will benefit their chosen schools and charities, anytime, anywhere, from any device. Post-merger, the company will continue to maintain BarPoint's intellectual property, including three issued and three pending patents.
Pursuant to the agreement, BarPoint will be issuing its shares of common stock to the shareholders of Fundever in consideration for the merger. Upon closing of the transaction, and after the issuance of the stock dividend, Fundever shareholders shall own approximately 72% of the issued and outstanding shares of BarPoint and the BarPoint shareholders of record as of February 17, 2004 will retain approximately 28% of the issued and outstanding shares of BarPoint. Effective at the time of the merger, the current officers and directors of BarPoint shall resign their positions, and the officers and directors of Fundever shall be appointed to appropriate managerial roles in the company. Leigh M. Rothschild, BarPoint's co-founder and current Chairman, shall remain on the board of directors as a director.
According to BarPoint Chairman Leigh Rothschild, "we are very pleased to be able to return value to our shareholders and see our technology and other assets have the potential to create additional value in the future. We believe SchoolPop is well positioned to use our combined technologies and their proven fundraising offerings to successfully provide year-round fundraising support to a growing number of schools and charities."
"Since inception SchoolPop has grown through targeted acquisitions of companies and assets with strategic value, and with this transaction we are very pleased to be in a position to continue as a public entity," said Paul Robinson, Chairman and CEO of SchoolPop, Inc. "BarPoint's state of the art technology can be applied to SchoolPop's online and offline shopping models, allowing year round everyday purchases from parents and supporters to help the schools or nonprofits of their choice. SchoolPop's management team and investors clearly see the unique potential of BarPoint's innovative online and wireless search technologies to boost our existing world-class loyalty, online, offline and gift card shopping, thus supporting our vision of a one-stop, year round school support program."
About SchoolPop
SchoolPop is a leading year-round school support company with more than 60,000 schools and nonprofits enrolled nationwide. Founded in 1999, SchoolPop is the leading innovator of hassle-free programs that contribute a percentage of everyday shopping purchases, by parents and supporters, from hundreds of brand name merchant websites, stores, catalogs and gift cards. SchoolPop's vision is to provide a one-stop shop for schools and other nonprofits to enroll in year-round revenue programs consistent with school and family learning objectives. With millions of dollars in contributions to schools and nonprofits to date, SchoolPop is furthering its mission to reduce the negative impact of school and nonprofit budget shortfalls. SchoolPop sponsors the Share the Dream Foundation, providing merit and financial need-based scholarship programs for students. For more information go online to www.SchoolPop.com.
About BarPoint
BarPoint.com, Inc. has created an online and wireless product information and commerce platform and is a pioneer in the use of unique product identifiers, such as the UPC barcode number, and patented "reverse-search" technology to simplify the process of finding meaningful product information, anytime, anywhere. BarPoint.com is located at: 800 Corporate Drive, Suite 600, Fort Lauderdale, FL 33334. BarPoint.com's common stock is traded on OTCBB under the symbol BPNT.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to completion of the merger, and use and the potential for BarPoint's technology. Additionally words such as "seek," "intend," "believe," "plan," "estimate," "expect," "anticipate" and other similar expressions are forward-looking statements within the meaning of the Act. Some or all of the results anticipated by these forward-looking statements may not occur. Forward-looking statements involve known and unknown risks and uncertainties, both general and specific to the matters discussed in this press release. Factors that could cause or contribute to such differences include, but are not limited to, satisfying the closing conditions of the merger, raising of additional capital, the future price of our stock, the Company's ability to integrate its technology into FUNDever's business model, its ability to manage its anticipated growth and its ability to maintain its intellectual property. Further information on the Company's risk factors is contained in the Company's prospectus, Form 10-KSB and other filings with the Securities and Exchange Commission.
The forward-looking statements contained in this press release speak only as of the date hereof and the Company expressly disclaims any obligation to provide public updates, revisions or amendments to any forward-looking statements made herein to reflect changes in the Company's expectations or future events. BarPoint, BarPoint.com and My BarPoint are trademarks or registered trademarks of BarPoint.com, Inc.
Contact:
BarPoint.com, Fort Lauderdale
Jeffrey W. Sass, 954/492-4003
http://www.barpoint.com
http://biz.yahoo.com/bw/040205/55815_1.html
Followers
|
6
|
Posters
|
|
Posts (Today)
|
0
|
Posts (Total)
|
450
|
Created
|
09/17/00
|
Type
|
Premium
|
Moderators |
Volume | |
Day Range: | |
Bid Price | |
Ask Price | |
Last Trade Time: |