InterMune Reports Memorandum of Understanding in Connection with Consolidated Delaware Action Sep 19, 2014 09:51PM

BRISBANE, Calif., Sept. 19, 2014 /PRNewswire/ -- InterMune, Inc. (Nasdaq: ITMN) today announced that it entered into a Memorandum of Understanding to settle the litigation in the Delaware Court of Chancery relating to the Agreement and Plan of Merger dated as of August 22, 2014, among Roche Holdings, Inc., Klee Acquisition Corporation and InterMune, Inc.  As one term of the Memorandum of Understanding, the Company agreed to make certain supplemental disclosures set forth in the attached exhibit reflecting the amendment to the Company's Schedule 14D-9 to be filed with the Securities and Exchange Commission on the morning of Monday, September 22, 2014.

About InterMune

InterMune is a biotechnology company focused on the research, development and commercialization of innovative therapies in pulmonology and orphan fibrotic diseases.  In pulmonology, InterMune is focused on therapies for the treatment of idiopathic pulmonary fibrosis (IPF), a progressive and fatal lung disease.  Pirfenidone is approved for marketing by InterMune in the EU and Canada as Esbriet®.  Pirfenidone is not approved for marketing in the United States.  InterMune resubmitted the pirfenidone New Drug Application (NDA) to the U.S. FDA on May 23, 2014, to support regulatory registration in the United States.  The resubmission has been accepted by the FDA and assigned a target PDUFA date of November 23, 2014.  The FDA has granted pirfenidone Breakthrough Therapy Designation.  InterMune's research programs are focused on the discovery of targeted, small-molecule therapeutics and biomarkers to treat and monitor serious pulmonary and fibrotic diseases.  For additional information about InterMune and its R&D pipeline, please visit http://www.intermune.com.

Forward-Looking Statements

Some of the statements contained in this announcement are forward-looking statements, including statements regarding the expected consummation of the acquisition, which involves a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition, such as regulatory approval for the transaction, the tender of a majority of the outstanding shares of common stock of InterMune, the possibility that the transaction will not be completed and other risks and uncertainties discussed in InterMune's public filings with the SEC, including the "Risk Factors" section of InterMune's annual report on Form 10-K for the year ended December 31, 2013 and subsequent quarterly reports on Form 10-Q, as well as the tender offer documents  filed by Klee Acquisition Corporation and the Solicitation/Recommendation Statement filed by InterMune.  These statements are based on current expectations, assumptions, estimates and projections, and involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to be materially different from any future statements.  These statements are generally identified by words or phrases such as "believe", "anticipate", "expect", "intend", "plan", "will", "may", "should", "estimate", "predict", "potential", "continue" or the negative of such terms or other similar expressions.  If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and you should not place undue reliance on these statements. InterMune disclaims any intent or obligation to update any forward-looking statements as a result of developments occurring after the date of this announcement or otherwise.

Notice to Investors

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell InterMune common stock.  On August 29, 2014, Roche Holdings, Inc. ("Roche") and Klee Acquisition Corporation, a wholly owned subsidiary of Roche, filed a tender offer statement on Schedule TO with the SEC and InterMune filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer.  Investors and security holders are urged to read these materials carefully since they contain important information, including the terms and conditions of the offer.  The tender offer statement on Schedule TO, Solicitation/Recommendation Statement and related materials have been filed by Roche and InterMune with the SEC, and investors and security holders may obtain a free copy of these materials and other documents filed by Roche and InterMune with the SEC at the website maintained by the SEC at www.sec.gov.  Investors and security holders may also obtain free copies of the Solicitation/Recommendation Statement and other documents filed with the SEC by InterMune at www.intermune.com.

Esbriet® is a registered trademark of InterMune, Inc.  

Exhibit I

This Exhibit I reflects the amendment to the Company's Schedule 14D-9 to be filed with the Securities and Exchange Commission on the morning of Monday, September 22, 2014.

Capitalized terms used, but not otherwise defined, in this Exhibit shall have the meanings ascribed to them in the Schedule 14D-9 filed by InterMune on August 29, 2014, as amended through the date hereof.

Item 4 of the Schedule 14D-9 under the heading "Background of the Merger Agreement; Reasons for Recommendation—Background of the Merger Agreement" is to be amended and supplemented by:

(i)     Replacing the first sentence of the eighth paragraph of such section with the following:

"In February 2014, a member of the Board ("Director A"), who is also an executive at a global life sciences company ("Company A") which was not contacted in connection with the Company's 2011 strategic transaction review, expressed to Daniel Welch, the Company's Chairman, Chief Executive Officer and President, that if the Company determined to undertake a strategic transaction process, Company A may have a potential interest in participating in such a process."

(ii)    Replacing the second sentence of the 11th paragraph of such section with the following:

"Following the ATS Conference, in May 2014, Mr. Welch was contacted by business development executives of Parent and Company B, a global life sciences company which was contacted in connection with the Company's 2011 strategic transaction review but declined to execute a confidentiality agreement to engage in due diligence of the Company, noting the favorable trial results."

(iii)   Replacing the 13th paragraph of such section with the following:

"At the end of June 2014, an executive from Company C, a global life sciences company which was contacted in connection with the Company's 2011 strategic transaction review but declined to execute a confidentiality agreement to engage in due diligence of the Company, contacted Mr. Welch noting the favorable trial results and suggesting that Company C may be in touch in the future regarding the possibility of exploring a transaction with the Company."

(iv)   Replacing the second sentence of the 28th paragraph of such section with the following:

"Over the course of August 13, 2014 through August 15, 2014, the Company received an additional inquiry from a business development executive representing Company D, a global life sciences company which executed a confidentiality agreement with the Company in connection with the Company's 2011 strategic transaction review but declined to provide a preliminary indication of interest."

(v)    Replacing the last sentence of the 29th paragraph of such section with the following:

"The Executive Committee also discussed the leak and the significant concern regarding the impact of the leak on the hiring of the U.S. sales force, and actions that might be taken to avoid losing the prospective hires, including providing them with change-in-control protection."

(vi)   Adding the following sentence after the third sentence of the 38th paragraph of such section:

"Mr. Welch noted to the Executive Committee that, as previously discussed and approved, the Company had taken certain steps to secure the hiring of the U.S. sales force, including, among other things, adding change-in-control protections for them."

(vii)  Replacing the 39th paragraph of such section with the following:

"The Executive Committee also discussed with its advisors the potential advantages, risks and considerations of the expedited timeline that Parent desired to pursue, noting that Parent's agreed risk allocation did not afford the Company any protection until a Merger Agreement is actually signed, and any negative developments prior to signing would affect Parent's willingness to proceed on the price and terms that had been negotiated. After rumors of a possible offer or transaction were publicly reported, the Executive Committee continued to conclude that lengthening the timetable to signing with Parent in order to explore other potential interest pre-signing was not cost-free, and required a balancing of the risk of losing the favorable transaction offered by Parent as a result of some new negative development against the possibility of finding another acquiror willing to assume the same risk allocation at a price higher than $74.00 per share. In this regard the Executive Committee discussed with its advisors the various interactions with Company B, Company C and Company D and the likelihood of such companies offering a more compelling value than the proposal from Parent, including, among other things, (i) the fact that Company B did not have a history of making large acquisitions and had not pursued discussions with the Company following its initial contact in May 2014 and its cancellation of a follow-up conversation with Mr. Welch, (ii) the significantly lower value of the Company C Proposal as compared with Parent's offer of $74.00 per share and Company C's indication to Mr. Welch, following the calls with Company executives and outside counsel regarding commercialization, intellectual property and other matters, that the timing for Company C to be able to discuss a potential transaction with its own board of directors in order to make a more concrete proposal would not be in August and instead at the earliest would be mid-September and (iii) Company D's indication that its preference was to pursue a transaction after approval of the Company's NDA application, and that it would need to conduct significant due diligence to consider a transaction in advance of such approval. Following discussion, the Executive Committee concluded that none of Company B, Company C or Company D was likely in a position to move on a timeline approaching that of Parent, none provided any reasonable likelihood of offering a more compelling value than the proposal from Parent, and none should be deterred from making an offer to acquire the Company following announcement of a transaction with Parent pursuant to the "fiduciary out" in the proposed Merger Agreement. Thus the Executive Committee concluded that a post-signing market check, with Parent's valuation and strong contract terms as to risk allocation relating to approval and launch matters providing the "floor" for other potential acquirors to beat, would be the best approach to seek to maximize value for the Company's stockholders, and in connection therewith and taking into consideration Parent's repeated insistence that it would be unwilling to agree to such a provision, the Executive Committee was willing to concede the go-shop in light of the favorable price and other contract terms. In addition, Mr. Welch informed the Executive Committee that Dr. Schwan had indicated that it would be beneficial to the upcoming launch for Mr. Welch to stay on to assist in the integration and transition efforts if the proposed transaction was consummated. The Executive Committee discussed with Mr. Welch that having him indicate a willingness to remain under those circumstances would be beneficial to the transaction process and, if he were willing to do so, he should discuss with Dr. Schwan the basis on which he would consider remaining for a transition period."

Item 4 of the Schedule 14D-9 under the heading "Financial Analyses and Opinions—Opinion of Centerview—Selected Comparable Public Company Analysis" is to be amended and supplemented by:

(i)     Replacing the first sentence of such section with the following:

"Centerview reviewed and compared certain financial information for InterMune to corresponding financial information for the following publicly traded biopharmaceutical companies:"

(ii)    Replacing the bullet points on page 29 of the Schedule 14D-9 with the following chart:

Company

Revenue Multiple 2016E

Acadia Pharmaceuticals Inc.

NM

Incyte Corporation

10.5x

Intercept Pharmaceuticals, Inc.

NM

Medivation, Inc.

6.8x

NPS Pharmaceuticals, Inc.

4.2x

Pharmacyclics, Inc.

5.9x

Puma Biotechnology, Inc.

NM

Seattle Genetics, Inc.

12.7x

Synageva Biopharma Corp.

23.0x

Note: Multiples greater than 25x deemed not meaningful ("NM").

(iii)   Replacing the second sentence of the third paragraph under such section with the following:

"With respect to each of the selected comparable companies, Centerview calculated enterprise value (calculated as the equity value (calculated using the treasury stock method and taking into account outstanding in-the-money options, restricted stock units, warrants and other convertible securities) plus the book value of debt less cash and cash equivalents) as a multiple of the consensus equity research analyst estimated calendar year 2016 revenues."

(iv)   Replacing the "Note" under the first table on page 30 of the Schedule 14D-9 with the following:

"Note: Multiples greater than 25x (for Acadia Pharmaceuticals Inc., Intercept Pharmaceuticals, Inc. and Puma Biotechnology, Inc.) were excluded from this analysis as not meaningful."

Item 4 of the Schedule 14D-9 under the heading "Financial Analyses and Opinions—Opinion of Centerview—Selected Precedent Transactions Analysis" is to be amended and supplemented by:

(i)     Adding the following sentence after the first sentence of the first paragraph under such section:

"The transactions below were selected, among other reasons, because their participants (i.e., biopharmaceutical companies), size (between $2 billion and $10 billion in transaction value) or other factors, for purposes of Centerview's analysis, may be considered similar to the Transaction."

(ii)    Replacing the second table on page 30 of the Schedule 14D-9 with the following:

Trans Val/

2Yr Fwd Rev.

Unaffected Premiums

Date Announced

Target

Acquiror

1-Day

52-Wk High

06/09/14

Idenix Pharmaceuticals, Inc.

Merck & Co., Inc.

NM

239%

205%

04/07/14

Questcor Pharmaceuticals, Inc.

Mallinckrodt plc

3.8x

27%

8%

12/19/13

Algeta ASA

Bayer AG

10.8x

37%

31%

11/11/13

ViroPharma Incorporated

Shire plc

5.7x

84%

63%

11/07/13

Santarus, Inc.

Salix Pharmaceuticals, Ltd.

4.5x

36%

17%

08/25/13

Onyx Pharmaceuticals, Inc.

Amgen Inc.

7.8x

44%

25%

07/16/12

Human Genome Sciences, Inc.

GlaxoSmithKline plc

6.5x

99%

(52%)

06/29/12

Amylin Pharmaceuticals, Inc.

Bristol-Myers Squibb Company

6.8x

101%

72%

01/07/12

Inhibitex, Inc.

Bristol-Myers Squibb Company

NM

163%

68%

05/02/11

Cephalon, Inc.

Teva Pharmaceutical Industries Ltd.

2.8x

39%

15%

09/17/10

Crucell N.V.

Johnson & Johnson

3.7x

58%

51%

06/30/10

Abraxis BioScience, Inc.

Celgene Corporation

5.2x

17%

14%

05/16/10

OSI Pharmaceuticals, Inc.

Astellas Pharma Inc.

5.6x

55%

45%

Note: Multiples greater than 25x deemed not meaningful ("NM")

(iii)   Replacing the first sentence of the fourth paragraph of such section with the following:

"Centerview reviewed, among other things, transaction values in the selected transactions and, in each case, calculated the enterprise value (calculated as the equity purchase price (calculated using the treasury stock method and taking into account outstanding in-the-money options, restricted stock units, warrants and other convertible securities), plus the book value of debt, less cash and cash equivalents) implied for each target company based on the consideration payable in the applicable selected transaction as a multiple of estimated two-year forward revenues."

(iv)   Replacing the table on page 31 of the Schedule 14D-9 with the following:

Trans Val/

2Yr Fwd Rev.*

Unaffected Premiums

1-Day

52-Wk High

75th Percentile

6.7x

99%

63%

Median

5.6x

55%

31%

25th Percentile

4.1x

37%

15%

* Multiples greater than 25x (for the Idenix/Merck and Inhibitex/Bristol-Myers Squibb transactions) were excluded from this analysis as not meaningful.

Item 4 of the Schedule 14D-9 under the heading "Financial Analyses and Opinions—Opinion of Centerview—Sum-of-the-Parts Discounted Cash Flow Analysis" is to be amended and supplemented by:

(i)     Replacing the second paragraph of such section with the following:

"Centerview performed a sum-of-the-parts analysis of InterMune based on a discounted cash flow analysis representing the implied present value of InterMune's projected unlevered fully-taxed free cash flows from the fourth quarter of 2014 through 2033 based on the InterMune Forecasts plus the present value of an implied terminal value in 2033 (calculated using a range of year-over-year decline in free cash flow, in perpetuity, of 15% to 35%, based on the InterMune Forecasts, and taking into account the fact that the expiry of InterMune's patents on pirfenidone would lead to increased competition from generics), in each case discounted to September 30, 2014 using a discount rate range of 10% to 12% (based on a weighted average cost of capital calculation based on considerations that Centerview deemed relevant in its professional judgment and experience) using the mid-year convention. The weighted average cost of capital was calculated using InterMune's cost of debt and tax rate and InterMune's cost of equity calculated (based on the Capital Asset Pricing Model) using the risk free rate (based on the 10-year U.S. treasury yield as of August 21, 2014), the market risk premium, and unlevered beta based on information derived from the companies listed above in "—Selected Comparable Public Company Analysis." The discounted cash flow analysis accounted for: (i) projected sales and product-related expenses of pirfenidone in the U.S., (ii) projected sales and product-related expenses of Esbriet in the EU, (iii) projected sales and product-related expenses of Esbriet in Canada, (iv) projected worldwide corporate general and administrative expenses, capital expenditures, depreciation and amortization, sales and marketing-specific stock-based compensation, and changes in net working capital, (v) overhead research and development expenses (including facilities and IT allocated to research and development, research and development-specific stock-based compensation, and general research in pulmonology, but excluding expenditures for pipeline research and development) and (vi) accumulated net operating losses of $647 million in the third quarter of 2014 plus additional projected net operating losses. Centerview then added to the discounted cash flow value (x) the estimated value of InterMune's identified pipeline programs (calculated based on median enterprise value of select publicly-traded development-stage biopharmaceutical companies of approximately $115 million) and (y) projected cash as of September 2014 of $495 million. The select publicly-traded development-stage biopharmaceutical companies used by Centerview in connection with clause (x) above were ArQule, Inc., BIND Therapeutics, Inc., Immune Design Corp., La Jolla Pharmaceutical Company, MEI Pharma, Inc., Oncothyreon Inc., Regulus Therapeutics Inc. and Verastem, Inc., the enterprise values (calculated as the equity value (calculated using the treasury stock method and taking into account outstanding in-the-money options, restricted stock units, warrants and other convertible securities), plus the book value of debt, less cash and cash equivalents) of which (based on information Centerview obtained from SEC filings and Wall Street research as of August 21, 2014)) are set out in the following table."

Company

Ent. Value ($mm)

ArQule, Inc.

3

BIND Therapeutics, Inc.

114

Immune Design Corp.

131

La Jolla Pharmaceutical Company

99

MEI Pharma, Inc.

118

Oncothyreon Inc.

105

Regulus Therapeutics Inc.

216

Verastem, Inc.

121

 

Item 4 of the Schedule 14D-9 under the heading "Financial Analyses and Opinions—Opinion of Centerview—Other Considerations" is to be amended and supplemented by:

(i)     Replacing the fourth sentence of the last paragraph of such section with the following:

"In addition, Centerview will receive a fee (equal to 15% of the termination fee received by InterMune, subject to certain limitations and qualifications) in the event that the Merger Agreement is terminated or the Transaction is not consummated and InterMune receives a termination fee in connection therewith."

Item 4 of the Schedule 14D-9 under the heading "Financial Analyses and Opinions—Opinion of Goldman Sachs—Selected Companies Analysis" is to be amended and supplemented by:

(i)     Replacing the bullet points on page 35 of the Schedule 14D-9 with the following table:

Selected Companies

2017E Enterprise Value/Revenue

2017E Price/Earnings Multiple

Actelion Ltd

5.7x

18.6x

BioMarin Pharmaceutical Inc.

8.2x

NM

Cubist Pharmaceuticals, Inc.

3.4x

15.2x

Incyte Corporation

8.9x

24.5x

Jazz Pharmaceuticals plc

6.0x

10.8x

Medivation, Inc.

5.9x

17.7x

NPS Pharmaceuticals, Inc.

4.2x

11.5x

Pharmacyclics, Inc.

4.6x

18.6x

Salix Pharmaceuticals, Inc.

5.7x

15.6x

Seattle Genetics, Inc.

10.4x

NM

United Therapeutics Corporation

2.7x

7.8x

Median Multiples:

5.2x

15.6x

"NM" = not meaningful

(ii)    Replacing the second paragraph under such section with the following:

"Although none of the selected companies is directly comparable to InterMune, the selected companies were chosen because they are publicly traded companies in the biotechnology industry with equity market capitalizations of less than $15 billion and with operations and market size that for purposes of analysis may be considered similar to certain of InterMune's operations and market size."

(iii)   Replacing the notes under the first table on page 36 of the Schedule 14D-9 with the following:

"* Based on IBES estimates.** Using earnings estimates based on the Forecasts.Excludes P/E multiples above 50x , as such high multiples suggest the equity markets are not valuing the comparable company based upon a multiple of earnings, and, as a result, the quality of such a high multiple from a comparable perspective is questionable and therefore less reliable."

Item 4 of the Schedule 14D-9 under the heading "Financial Analyses and Opinions—Opinion of Goldman Sachs—Premia Paid Analysis" is to be amended and supplemented by:

(i)     Replacing the table at the bottom of page 36 of the Schedule 14D-9 with the following table:

Target

Acquiror

Announced Date

1-Day Prior

4-Weeks Prior

Idenix Pharmaceuticals, Inc.

Merck & Co., Inc.

June 9, 2014

239%

379%

Questcor Pharmaceuticals, Inc.

Mallinckrodt plc

April 7, 2014

27%

30%

Algeta ASA

Bayer AG

December 19, 2013

37%

61%

ViroPharma Inc.

Shire plc

November 11, 2013

84%

93%

Santarus, Inc.

Salix Pharmaceuticals, Ltd.

November 7, 2013

36%

50%

Onyx Pharmaceuticals, Inc.

Amgen Inc.

August 25, 2013

44%

31%

Human Genome Sciences, Inc.

GlaxoSmithKline plc

July 16, 2012

99%

85%

Amylin Pharmaceuticals, Inc.

Bristol-Myers Squibb Company

June 29, 2012

101%

75%

Inhibitex, Inc.

Bristol-Myers Squibb Company

January 7, 2012

163%

76%

Cephalon, Inc.

Teva Pharmaceutical Industries Ltd.

May 2, 2011

39%

46%

Crucell N.V.

Johnson & Johnson

September 17, 2010

58%

62%

Abraxis BioScience, Inc.

Celgene Corporation

June 30, 2010

17%

42%

OSI Pharmaceuticals, Inc.

Astellas Pharma Inc.

May 16, 2010

55%

68%

 

Item 4 of the Schedule 14D-9 under the heading "Financial Analyses and Opinions—Opinion of Goldman Sachs—Illustrative Present Value of Future Share Price Analysis" is to be amended and supplemented by:

(i)     Replacing the first paragraph under such section with the following:

"Goldman Sachs performed an illustrative analysis of the implied present value of the future price per Share, using the Forecasts. For purposes of this analysis, Goldman Sachs calculated implied future values per Share as of August 21 of 2017, 2018 and 2019 by applying illustrative price to one year forward earnings per share multiples ranging from 15.0x to 25.0x to estimated fully taxed earnings per Share for 2018, 2019 and 2020 as reflected in the Forecasts and adjusted for net present value of remaining net operating losses and tax credits in each year. These illustrative P/E multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and the current P/E multiples for the selected companies. The resulting implied future values per Share were then discounted to present value as of August 21, 2014 using a discount rate of 12.5%, reflecting an estimate of InterMune's cost of equity. The 12.5% discount rate used by Goldman Sachs was derived by application of the Capital Asset Pricing Model, taking into account certain public and non-public company-specific metrics, including InterMune's target capital structure and predicted beta, as well as certain financial metrics for the United States financial markets generally, including a risk-free rate based on the 30-year U.S. treasury yield as of August 21, 2014. This analysis resulted in illustrative ranges of implied present values per Share of $33.04 to $53.46 as of August 21, 2017, $51.86 to $85.18 as of August 21, 2018 and $74.81 to $124.23 as of August 21, 2019."

Item 4 of the Schedule 14D-9 under the heading "Financial Analyses and Opinions—Opinion of Goldman Sachs—Illustrative Discounted Cash Flow" is to be amended and supplemented by:

(i)     Inserting after the second sentence of the first paragraph of such section the following:

"Goldman Sachs used a range of discount rates from 11.0% to 14.0% derived by application of the Capital Asset Pricing Model, which takes into account certain company-specific metrics, including InterMune's target capital structure and predicted beta, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation."

Item 8 of the Schedule 14D-9 under the heading "Litigation" is to be amended and supplemented by:

(a)   Replacing paragraph one of such section with the following:

"On August 28, 2014, InterMune and its directors were named as defendants in a purported stockholder class action lawsuit filed in the Superior Court of California, San Mateo County: Kimberly Walters v. InterMune, Inc.et al., CIV 530186. The case was a putative class action brought by purported stockholders of InterMune alleging, among other things, that InterMune's directors breached their fiduciary duties to InterMune's stockholders by approving the Merger Agreement, and that InterMune, Parent and Purchaser aided and abetted these alleged breaches of fiduciary duty. The complaint sought, among other things, an order enjoining the proposed transaction. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complaint, which is filed as Exhibit (a)(5)(xii) to the Schedule TO."

(b)   Replacing paragraphs three and four of such section with the following:

"Since August 29, 2014, InterMune and its directors have been named as defendants in seven other purported stockholder class actions. Four of these actions were filed in the Superior Court of California, San Mateo County: Meraz v. InterMune, Inc., et al., CIV 530275, filed September 4, 2014, Corabi et ano. v. InterMune, Inc., et al., CIV 530290, filed September 5, 2014, Paul v. InterMune, Inc, et al., CIV 530304, filed September 5, 2014 and Tevanian v. InterMune, Inc., et al., CIV 530431, filed September 15, 2014. The other three actions were filed in the Court of Chancery of the State of Delaware: McCracken v. Welch, et al., C.A. No. 10086-VCN, filed September 4, 2014, Wagner v. InterMune, Inc.,et al., C.A. No. 10098, filed September 5, 2014, and Miller v. InterMune, Inc., et al., C.A. No. 10096, filed September 5, 2014. Each of these seven cases is a putative class action brought by a purported stockholder or stockholders of InterMune alleging, among other things, that InterMune's directors breached their fiduciary duties to InterMune's stockholders by approving the Merger Agreement, that the disclosures in the Schedule 14D-9 are inadequate, and that InterMune, Parent and Purchaser aided and abetted the alleged breaches of fiduciary duty. The complaints seek, among other things, an order enjoining the proposed transaction. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complaints, which are or will be filed as Exhibits (a)(5)(x), (a)(5)(xi), (a)(5)(xii), (a)(5)(xiii), (a)(5)(xiv), (a)(5)(xv) and (a)(5)(xvi) to the Schedule 14D-9.

On September 11, 2014, the three putative shareholder class actions pending in the Court of Chancery of the State of Delaware were consolidated by the Court under the caption In re InterMune, Inc. Stockholder Litigation, C.A. No. 10086-VCN (the "Consolidated Delaware Action")."

(c)   Adding the following paragraphs before the last paragraph of such section:

"On September 17, 2014, the plaintiff in the Paul action pending in California state court filed an application for a temporary restraining order precluding the closing of the Offer pending the issuance of certain supplemental disclosures. On September 18, 2014, the defendants in the Paul action filed an opposition to this application as well as a motion to dismiss on the basis of an exclusive forum selection provision in the Company's bylaws. Plaintiff's application for a temporary restraining order is scheduled to be heard on September 23, 2014, and the defendants' motion to dismiss is scheduled to be heard on October 17, 2014.

Beginning in mid-September 2014, the parties to the Consolidated Delaware Action engaged in expedited document and deposition discovery. On September 19, 2014, following expedited discovery, the parties to the Consolidated Delaware Action entered into a memorandum of understanding (the "MOU") reflecting the terms of an agreement, subject to final approval by the Court of Chancery of the State of Delaware, to settle the Consolidated Delaware Action. Pursuant to the MOU, the defendants agreed to make certain supplemental disclosures set forth in this Amendment. The MOU further provides that, among other things, (a) the parties will enter into a definitive stipulation of settlement (the "Stipulation") and will submit the Stipulation to the Court of Chancery of the State of Delaware for review and approval, (b) the Stipulation will provide for dismissal of the Consolidated Delaware Action, (c) the Stipulation will include a general release of defendants of claims relating to the Offer, the Merger, and the Merger Agreement and (d) the proposed settlement is conditioned on, among other things, consummation of the Merger, completion of confirmatory discovery, class certification, and final approval by the Court of Chancery of the State of Delaware after notice to InterMune's stockholders. Notwithstanding the MOU, there can be no assurance that the Merger will be consummated or that the court will approve the settlement contemplated by the MOU. The settlement will not affect the amount of consideration that InterMune's stockholders are entitled to receive in the Offer or the Merger.

Defendants deny all liability with respect to the facts and claims alleged in the Consolidated Delaware Action and specifically deny that any breach of fiduciary duty occurred, or that any further disclosure is required to supplement the Schedule 14D-9 under any applicable rule, statute, regulation or law. However, to avoid the risk that litigation may delay or otherwise adversely affect the consummation of the Merger, to minimize the expense of defending such litigation, to remove the distraction of continued litigation and to provide additional information to our stockholders at a time and in a manner that would not cause any delay of the closing of the Offer or the Merger, defendants have agreed to the terms of the proposed settlement described above."

 

SOURCE InterMune, Inc.


National Museum of the American Indian Launches Pivotal Exhibition to Celebrate 10 Years on the National Mall Sep 19, 2014 09:45PM

WASHINGTON, Sept. 19, 2014 /PRNewswire-USNewswire/ -- The Smithsonian's National Museum of the American Indian will open "Nation to Nation: Treaties Between the United States and American Indian Nations" Sunday, Sept. 21—the 10th anniversary of the opening of the museum on the Mall in Washington, D.C.

"Nation to Nation" is the museum's most ambitious effort yet; it will present the history of the relationship between the United States and American Indian Nations through their treaties in the largest historical collection ever offered to an audience. The exhibition focuses on historic episodes of treaty-making and will feature nine original treaties on loan from the National Archives that will rotate throughout the run of "Nation to Nation." The first to be exhibited will be the Treaty of Canandaigua between the Haudenosaunee (the Six Nations, or Iroquois Confederacy) and the fledgling United States. One of the earliest treaties made, it was signed by Cornplanter, Red Jacket, Handsome Lake and President George Washington in 1794. Each treaty represents diplomatic agreements between the United States and Native Nations that remain in force to this day.

For the full press kit including hi-res photography, visit http://americanindian.si.edu/explore/exhibitions/item/?id=934

More than 125 historical and some contemporary objects from the museum's collection and private lenders—peace medals given to Native Nations by George Washington and Thomas Jefferson; the pipe of Chief Washakie, who was present at the 1851 Horse Creek Treaty; the sword and scabbard of Andrew Jackson (on loan from the Smithsonian's National Museum of American History); and iconic memorabilia from the American Indian Movement—tell the story of living side-by-side from the birth of the United States to the present. Wampum belts, richly beaded pipe bags, a Seneca dress, Navajo blanket, Cheyenne painted deer skin depicting the Battle of Little Big Horn, Potawatomi medicine bags, tomahawks, baskets, archival photographs and more highlight historical moments.

The exhibition, in development for 10 years, offers visitors the hidden stories of the United States and American Indian Nations diplomacy, the history of how the states were ultimately drawn and how promises were kept and broken and renewed with Native Nations. Guest curated by Suzan Shown Harjo (Cheyenne and Hodulgee Muscogee), the story is woven through five sections: Introduction to Treaties; Serious Diplomacy; Bad Acts, Bad Paper; Great Nations Keep Their Word; and The Future of Treaties. The exhibition also features three original media productions: "Nation to Nation," a four-minute video that will introduce the main themes of the exhibition; "Indian Problem," a 10-minute video that shows the cultural side of the shift in power relations between Native Nations and the U.S. government; and "Sovereign Rights," a four-minute video that covers the topic of termination of tribes. All three videos are narrated by Robert Redford.

"The history of U.S.-Indian treaties is the history of all Americans," said Kevin Gover (Pawnee), director of the National Museum of the American Indian. "We cannot have a complete understanding of what it means to be Americans without knowing about these relationships, whether we are Native Americans or not."

Exhibition Sections

"Serious Diplomacy" looks at treaties from the early republic and how diplomacy and the negotiation process evolved from the exchange of ceremonial gifts to complex negotiations in which Native Nations sought unity within a large and sophisticated confederation, while U.S. negotiators faced conflict between federal and state interests.

"Bad Acts, Bad Paper" refers to periods in the 1800s when the United States abandoned the ideals of earlier treaty-making, and treaties became the means for confiscating Indian land. Among the worst were the coercive treaties that made Native Nations east of the Mississippi landless. Through The Indian Removal Act of 1830, President Andrew Jackson financed the forced removal of the Nations to the West on Trails of Tears. As bad as treaties could be, however, the California Unratified Treaties showed that their absence could be worse. When California successfully petitioned the U.S. Senate not to ratify the treaties negotiated with the Native Nations there, Indian Peoples were left with no lands, no protection and no rights, and were either murdered or run off by gold-rushers. In 1868, the Navajo became the only Native Nation to negotiate a treaty to escape removal and return to their land, but only after years of living in a desolate camp declared unfit by the Army, 400 miles from their homeland.

"Great Nations Keep Their Word" shows how, in the 1900s, Native Nations more successfully appealed to treaty rights and used them as powerful tools to demand a return to a balanced and peaceful co-existence. Never giving up, American Indian delegations traveled to Washington, D.C., to represent their nations' interests, point out grievances and remind administrations of U.S. nation-to-nation treaty obligations. In the mid-1900s, Native Peoples were able to turn back the greatest threat ever to their sovereignty—Termination, a U.S. policy to nullify treaties altogether—but not before dozens were federally terminated. In another great victory in the second half of the 20th century, Native Nations demanded—through social activism, the courts and legislation—the reaffirmation of treaties and a return to a respect-based relationship. They won the Salmon Wars of the Pacific Northwest and Great Lakes. Significant shifts in federal policy in support of Native Nations' self-determination followed.

"The Future of Treaties" illuminates two main points to take away from the exhibition: Everyone is affected by the treaties between the United States and Native Nations, and the struggle is not yet over.  

"Nation to Nation: Treaties Between the United States and American Indian Nations" will be open through fall 2018 in the museum's fourth-level gallery. To read the actual treaties featured in the exhibition, visit http://nmai.si.edu/static/nationtonation/  

Join the conversation on Twitter @SmithsonianNMAI and use the hashtag #HonorTheTreaties.

About the Museum

Established in 1989, through an Act of Congress, the Smithsonian's National Museum of the American Indian (NMAI) is a vital component of the Smithsonian Institution, the world's largest museum complex. The NMAI is dedicated to advancing knowledge and understanding of the Native cultures of the Western Hemisphere—past, present, and future—through partnership with Native people and others. The NMAI cares for one of the world's most expansive collections of Native objects spanning 12,000 years of culture from the Arctic Circle to Tierra del Fuego. This year marks the 10th anniversary of the opening of the National Museum of the American Indian on the National Mall located at 4th St & Independence Ave. SW, Washington, DC 20560. For more information, visit: AmericanIndian.si.edu

Contact        Eileen Maxwell    maxwelle@si.edu(202) 633-6615 

Leonda Levchuk levchukl@si.edu  (202) 633-6613 

Photo - http://photos.prnewswire.com/prnh/20140920/147406

 

 

 

SOURCE Smithsonian National Museum of the American Indian


American Bank of Texas and Federal Home Loan Bank of Dallas Award $10K Grant to Four Rivers Outreach Sep 19, 2014 09:33PM

SHERMAN, Texas, Sept. 19, 2014 /PRNewswire/ -- A check presentation and fundraising banquet with music and sports stars was held yesterday that included a $10,000 Partnership Grant Program (PGP) award from the Federal Home Loan Bank of Dallas (FHLB Dallas) and its member institution, the American Bank of Texas, to Four Rivers Outreach, an addiction-treatment facility in Sherman, Texas.

The check presentation was held at the Ray Davis Hangar, North Texas Regional Airport, 4700 Airport Dr., Denison, Texas. It was followed by a fundraising banquet, with country singers Larry Gatlin (keynote speaker) and Randy Travis, and Dallas Cowboy legends Gene Stallings, Cliff Harris, and Charlie Waters.

Four Rivers Outreach offers residential and non-residential recovery programs for men and women who struggle with substance abuse and/or homelessness. Proceeds from the banquet, as well as the full PGP award, will be used to serve this vulnerable population. This marks the second PGP grant to Four Rivers. The first grant for $10,500 was awarded in 2010. 

"We're very lean and mean. We have only three full-time employees and a few part-time," said Arthur Horn, Four Rivers Outreach president and co-founder. "Most of us are volunteers so that most of the money goes to our clients. It's all about the clients. The grant money will be used for operational costs to provide transitional living for our residents and for our career center. We also have a print shop, a dental clinic, and outpatient counseling."

Through the PGP, FHLB Dallas awards partnership grants through its member institutions, like American Bank of Texas, to provide funding for the operational needs of community-based organizations involved in affordable housing and community development. FHLB Dallas matches a member's cash contribution to a community-based organization of $500 up to $5,000 at a 3:1 ratio. Through its member institutions, FHLB Dallas awarded $225,000 in partnership grants in 2013.

"American Bank of Texas is proud to assist Four Rivers because we believe in the work they do," said Ginger Nye, director of marketing, American Bank of Texas. "Arthur and Jeannie and all the volunteers are making a real difference to lives and to our community."

FHLB Dallas supports community investment throughout its five-state District of Texas, New Mexico, Arkansas, Louisiana, and Mississippi.

"The Partnership Grant Program was created to help fill a gap in funding so often seen in community-based organizations," said FHLB Dallas SVP and Chief Administrative Officer Bre Chapman. "We heard from our members of a tremendous need in the community for operational support for these organizations and partnership grants allow our members to be there for them in tangible ways."

About the Federal Home Loan Bank of Dallas

The Federal Home Loan Bank of Dallas is one of 12 district banks in the FHLBank System created by Congress in 1932. FHLB Dallas, with total assets of $33.6 billion as of June 30, 2014, is a member-owned cooperative that supports housing and community development by providing competitively priced advances and other credit products to approximately 900 members and associated institutions in Arkansas, Louisiana, Mississippi, New Mexico, and Texas.

Contact:

Corporate CommunicationsFederal Home Loan Bank of Dallaswww.fhlb.com (214) 441-8445

Photo - http://photos.prnewswire.com/prnh/20140920/147398 Photo - http://photos.prnewswire.com/prnh/20140729/130876

SOURCE Federal Home Loan Bank of Dallas


Calgary International Film Festival Celebrates 15 Years of Excellence in Film Sep 19, 2014 09:30PM

CALGARY, ALBERTA -- (Marketwired) -- 09/19/14 -- Department of Canadian Heritage

Joan Crockatt, Member of Parliament (Calgary Centre), today announced Government of Canada funding of $55,500 through the Building Communities Through Arts and Heritage program in support of the 15th Calgary International Film Festival (CIFF). Ms. Crockatt made this announcement on behalf of the Honourable Shelly Glover, Minister of Canadian Heritage and Official Languages.

Activities at this year's CIFF include film screenings, question and answer sessions with local filmmakers, and post-screening events with live performances by local musicians and dancers. Festival-goers will also be able to enjoy art installations on display both inside and outside participating theatres.

Quick Facts


--  This year's festival takes place from September 18 to 28, 2014, at
    various venues throughout Calgary, including the Southern Alberta
    Jubilee Auditorium, Theatre Junction GRAND and the Globe Cinema.
--  Founded in 1999, CIFF is an annual celebration of visual arts and
    cinema, highlighted by a series of gala events, awards ceremonies and
    special presentations.
--  The festival presents more than 200 films from more than 40 countries,
    in multiple categories and genres.
--  The Building Communities Through Arts and Heritage program provides
    Canadians with more opportunities to take part in activities that
    present local arts and culture and celebrate local history and heritage.

Quotes

"The films presented at the Calgary International Film Festival show the powerful role that filmmaking has in our society. Films entertain us, reflect the world we live in and let us explore new horizons. With its film screenings and other outreach activities, the Festival continues to offer film lovers in Calgary and across Canada unique movie-going experiences."

-The Honourable Shelly Glover, Minister of Canadian Heritage and Official Languages

"The Calgary International Film Festival has the unique ability to showcase a wide range of diverse Canadian-made and international projects. This year, Calgarians and visitors will once again have the opportunity to see stories come to life on screen in a lineup that features a young inventor's adventure, friendship, greed and a personal journey of discovery. I am thrilled to see our Government's support for this year's festival."

-Joan Crockatt, Member of Parliament (Calgary Centre)

"CIFF's mission is to entertain and engage audiences by curating the most innovative and compelling films, and creating remarkable festival experiences. Presenting leading and emerging local filmmakers and other local artists is a crucial part of that. So is engaging an ever-wider number of local citizens thorough our amazing volunteer corps. By enhancing these and other local engagement activities, this year's funding from Canadian Heritage helps take the festival to a new level for the benefit and enjoyment of all Calgarians."

-Stephen Schroeder, Executive Director, Calgary International Film Festival Society

Associated Links

Calgary International Film Festival

Building Communities Through Arts and Heritage

Stay Connected

Follow us on Twitter, YouTube, Facebook and Flickr.

Contacts:
Marisa Monnin
Press Secretary
Office of the Minister of Canadian Heritage
and Official Languages
819-997-7788

Anna Gravelle
A/Regional Communications Manager
Canadian Heritage
Western Region
604-666-6504

Media Relations
Canadian Heritage
819-994-9101
1-866-569-6155
media@pch.gc.ca

Source: Department of Canadian Heritage


Stock Option Grant Sep 19, 2014 09:30PM

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 09/19/14 -- Avino Silver & Gold Mines Ltd. (TSX VENTURE: ASM)(NYSE MKT: ASM)(BERLIN: GV6)(FRANKFURT: GV6) (the "Company") wishes to announce that it has granted an aggregate of 855,000 incentive stock options under its stock option plan to its directors, officers, employees and consultants. The stock options are exercisable for up to five years at a price of $1.90 per share exercisable on or before September 19, 2019.

The stock options are not transferrable and will be subject to a four-month hold period from the date of grant and any applicable regulatory acceptance.

About Avino

Avino is a silver and gold producer operating the Avino property located in Durango, Mexico. The Company's mission is to become a mid-tier silver producer through profitable organic growth at the Avino property and the strategic acquisition of mineral exploration and mining properties. We are committed to managing all business activities in an environmentally responsible and cost-effective manner while contributing to the well-being of the communities in which we operate.

ON BEHALF OF THE BOARD

AVINO SILVER & GOLD MINES LTD.

David Wolfin, President & CEO

Safe Harbor Statement - This news release may contain "forward-looking information" and "forward-looking statements" (together, the "forward looking statements") within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995, including our belief as to the extent and timing of various studies and exploration results, the potential tonnage, grades and content of deposits, timing and establishment and extent of resources estimates. These forward-looking statements are made as of the date of this news release and the dates of technical reports, as applicable. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated in or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. While we have based these forward-looking statements on our expectations about future events as at the date that such statements were prepared, the statements are not a guarantee that such future events will occur and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements.

Such factors and assumptions include, among others, the effects of general economic conditions, the price of gold, silver and copper, changing foreign exchange rates and actions by government authorities, uncertainties associated with legal proceedings and negotiations and misjudgments in the course of preparing forward-looking information. In addition, there are known and unknown risk factors which could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Known risk factors include risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain of our officers, directors or promoters with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the our common share price and volume; tax consequences to U.S. investors; and other risks and uncertainties. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. We are under no obligation to update or alter any forward-looking statements except as required under applicable securities laws.

Cautionary Note to United States Investors - The information contained herein and incorporated by reference herein has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. In particular, the term "resource" does not equate to the term "reserve". The Securities Exchange Commission's (the "SEC") disclosure standards normally do not permit the inclusion of information concerning "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" or other descriptions of the amount of mineralization in mineral deposits that do not constitute "reserves" by SEC standards, unless such information is required to be disclosed by the law of the Company's jurisdiction of incorporation or of a jurisdiction in which its securities are traded. U.S. investors should also understand that "inferred mineral resources" have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measures.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts:
Avino Silver & Gold Mines Ltd.
David Wolfin
President & CEO
604.682.3701
604.682.3600 (FAX)
ir@avino.com
www.avino.com

Source: Avino Silver & Gold Mines Ltd.


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