TORONTO, ONTARIO--(Marketwire - Feb. 13, 2012) - Clairvest Group Inc. (TSX: CVG) today reported results for the quarter ended December 31, 2011. (All figures are in Canadian dollars unless otherwise stated).
Highlights
-- December 31, 2011 book value was $316.7 million or $20.51 per share
versus $19.37 at September 30, 2011. Cash or near cash represented 32.3%
of the December 31, 2011 book value, or $6.62 per share
-- Net income for the quarter and for the nine months was $17.6 million or
$1.14 per share and $17.1 million or $1.11 per share respectively. Net
income for the quarter was primarily the result of net unrealized
valuation gains and dividends received during the quarter
-- Rivers Casino, a gaming entertainment complex located in Des Plaines,
Illinois, achieved strong performance since its opening, resulting in
Clairvest increasing the carrying value of its investment in Rivers
Casino by $15.7 million on a pre-tax basis
-- Centaur, a gaming operator which holds various gaming interests
including the Hoosier Park Racing & Casino in Anderson, Indiana emerged
from Chapter 11 protection and implemented its court-approved Plan of
Reorganization. Clairvest exchanged its pre-petition first lien debt of
Centaur for cash, new debt and new equity securities of Centaur and
realized no gain or loss on the exchange
-- KUBRA, a business process outsourcing company, completed a financing and
paid a US$20.0 million dividend to its shareholders. Clairvest and CEP
III received US$11.6 million (C$12.0 million) of this dividend against
their C$13.0 million original investment
-- Clairvest and CEP IV invested US$9.4 million in Linen King, an Oklahoma
based textile rental company that provides commercial laundry services
to the healthcare and hospitality industries
-- Subsequent to quarter end, Clairvest and CEP IV committed to invest
US$20.0 million in New Meadowlands Racetrack LLC, which operates the
Meadowlands horse racing track located in East Rutherford, New Jersey
-- Subject to the approval of the Toronto Stock Exchange, Clairvest's Board
of Directors approved a new normal course issuer bid
Clairvest's book value was $316.7 million or $20.51 per share, at December 31, 2011, compared with $19.37 per share at September 30, 2011. The increase in book value per share was attributable to a net income for the quarter primarily the result of pre-tax net unrealized gains on corporate investments of $13.3 million and a $3.0 million dividend from KUBRA Data Transfer Ltd. ("KUBRA"). Clairvest increased the carrying value of its investment in Rivers Casino by $15.7 million as a result of strong performance at Rivers Casino since its opening.
As previously announced, Centaur emerged from Chapter 11 protection and implemented its court-approved Plan of Reorganization. As holders of US$141.0 million in pre-petition first lien debt, Clairvest, Clairvest Equity Partners IV Limited Partnership and Clairvest Equity Partners IV-A Limited Partnership (collectively, "CEP IV"), and co-investors received US$23.0 million in cash, US$59.2 million in new first lien secured notes, US$22.2 million in new second lien secured notes and US$18.5 million in unsecured term loan with stapled warrants which, subject to regulatory approval, are convertible upon exercise into 35.8% of Centaur's Class A units. Clairvest received US$6.4 million in cash, US$16.4 million in new first lien secured notes, US$6.2 million in new second lien secured notes and US$5.1 million in unsecured term loan with stapled warrants which, subject to regulatory approval, are convertible upon exercise into 9.9% of Centaur's Class A units. No gain or loss was realized as a result of the exchange.
During the quarter, KUBRA completed a financing and paid a US$20 million dividend to its shareholders. Clairvest and CEP III received US$2.9 million (C$3.0 million) and US$8.7 million (C$9.0 million) respectively from this dividend against their C$13.0 million original investment.
Also during the quarter, Clairvest and CEP IV invested US$9.4 million in Linen King, LLC ("Linen King"), an Oklahoma based textile rental company that provides commercial laundry services to the healthcare and hospitality industries. Clairvest's portion of the investments is US$2.6 million.
"We are very pleased with the new investments made to date and the continued growth across our portfolio. Virtually all of our investments are exhibiting strong growth, a tribute to their management and their respective market positions," said Ken Rotman Co-Chief Executive Officer and Managing Director of Clairvest.
Subsequent to quarter end, Clairvest and CEP IV committed to invest US$20.0 million in New Meadowlands Racetrack LLC ("Meadowlands"), which operates the Meadowlands horse racing track located in East Rutherford, New Jersey. The investment will be made by way of debt. The commitment also grants Clairvest and CEP IV warrants as well as future co-investment rights. Clairvest's portion of the commitment is US$5.4 million, none of which has been funded as of February 13, 2012.
Subject to the approval of the Toronto Stock Exchange, Clairvest's Board of Directors has approved a new normal course issuer bid to purchase up to 772,135 common shares on the Toronto Stock Exchange during the 12-month period commencing March 6, 2012.
Summary of Financial Results - Unaudited
----------------------------------------------------------------------------
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Financial Performance Measures Quarters ended Nine months ended
December 31 December 31
-----------------------------------------
2011 2010 2011 2010
----------------------------------------------------------------------------
($000's, except per share amounts) $ $ $ $
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Net realized gains (losses) on
corporate investments (54) - 501 52
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Net unrealized gains on corporate
investments 13,282 5,290 10,186 6,458
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Net income 17,592 4,652 17,068 5,612
----------------------------------------------------------------------------
Basic net income per share 1.14 0.29 1.11 0.35
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Fully diluted net income per share 1.12 0.29 1.09 0.35
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Financial Condition Measures December March
2011 2011
----------------------------------------------------------------------------
($000's, except per share amounts) $ $
----------------------------------------------------------------------------
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Total assets 334,194 318,860
----------------------------------------------------------------------------
Total cash, cash equivalents and temporary
investments(1) 102,233 138,338
----------------------------------------------------------------------------
Total corporate investments 177,205 162,177
----------------------------------------------------------------------------
Total liabilities 17,538 16,458
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Book value 316,656 302,402
----------------------------------------------------------------------------
Book value per share 20.51 19.65
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(1) Excludes restricted cash and temporary investments
Clairvest's third quarter fiscal 2012 financial statements and MD&A are available on the SEDAR website at www.sedar.com and on the Clairvest website at www.clairvest.com.
About Clairvest
Clairvest Group Inc. is a private equity management firm which invests its own capital, and that of third parties through the Clairvest Equity Partners ("CEP") limited partnerships, in businesses that have the potential to generate superior returns. In addition to providing financing, Clairvest contributes strategic expertise and execution ability to support the growth and development of its investee partners. Clairvest realizes value through investment returns and the eventual disposition of its investments.
Forward-looking Statements
This news release contains forward-looking statements with respect to Clairvest Group Inc., its subsidiaries, its CEP limited partnerships and their investments. These statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Clairvest, its subsidiaries, its CEP limited partnerships and their investments to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general and economic business conditions and regulatory risks. Clairvest is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.
FOR FURTHER INFORMATION PLEASE CONTACT:
Clairvest Group Inc.
Maria Klyuev
Director, Investor Relations and Marketing
(416) 925-9270
Fax: (416) 925-5753(FAX)
mariak@clairvest.com
www.clairvest.com
Source: Clairvest Group Inc.
IRVINE, Calif., Feb. 13, 2012 (GLOBE NEWSWIRE) -- Sabra Health Care REIT, Inc. (Nasdaq: SBRA) announced today that it has amended its existing secured revolving credit facility and increased the current borrowing capacity under the facility from $100 million to $200 million, with an accordion feature allowing for an additional increase of up to $150 million, resulting in a maximum borrowing capacity under the amended secured revolving credit facility of $350 million ("Amended Credit Facility").
The Amended Credit Facility has a maturity date of February 10, 2015, and includes a one year extension option. Borrowings under the Amended Credit Facility bear interest on the outstanding principal amount at a rate equal to, at our option, LIBOR plus 3.00% - 4.00% or a Base Rate (as defined in the Amended Credit Facility) plus 2.00% - 3.00%. The actual interest rate within the applicable range is determined based on our then applicable Consolidated Leverage Ratio (as defined in the Amended Credit Facility). In addition, the Amended Credit Facility includes a facility fee equal to between 0.35% and 0.50% per annum based on the amount of unused borrowings under the Amended Credit Facility.
"The Amended Credit Facility provides us with more than enough liquidity to fund the level of acquisitions implied by the high end of our 2012 guidance. In addition to the $200 million available under the Amended Credit Facility, we had cash on hand of $42 million as of December 31, 2011. We are also pleased to have eliminated the 175 basis point LIBOR floor from the original facility and to have lowered our spread over LIBOR. As a result and based on current LIBOR rates, we expect our interest rate under the Amended Credit Facility to be in the range of 3.50% to 4.00%, which is 1.75% to 2.25% lower than what our interest rate would have been under the original facility. This lower borrowing cost should enhance our competitiveness for assets, particularly given our desire to increase the percentage of senior housing assets in our portfolio," stated Rick Matros, Chairman and CEO.
The lenders under the Amended Credit Facility are: Bank of America, NA, Barclays Bank PLC, Citibank, N.A., Wells Fargo Bank, National Association, Royal Bank of Canada, RBS Citizens Bank, N.A. dba Charter One, and Jefferies Group, Inc.
ABOUT SABRA
Sabra Health Care REIT, Inc. (Nasdaq: SBRA), a Maryland corporation, is a self-administered, self-managed real estate investment trust (a "REIT") that, through its subsidiaries, owns and invests in real estate serving the healthcare industry. Sabra leases properties to tenants and operators throughout the United States. As of December 31, 2011, Sabra's investment portfolio consisted of 97 properties: (i) 76 skilled nursing facilities, (ii) ten combined skilled nursing, assisted living and independent living facilities, (iii) six assisted living facilities, (iv) two mental health facilities, (v) one independent living facility, (vi) one continuing care retirement community, and (vii) one acute care hospital. As of December 31, 2011, Sabra's properties were located in 23 states and included 10,877 licensed beds.
The Sabra Health Care REIT, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=8563
FORWARD-LOOKING STATEMENTS SAFE HARBOR
Statements made in this release that are not historical or current facts are "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995 and the federal securities laws) that involve risks and uncertainties and are subject to change at any time. These statements may be identified, without limitation, by the use of "expects," "believes," "intends," "should" or comparable terms or the negative thereof. Forward-looking statements in this release include all statements regarding our expectations concerning the borrowing costs under the Amended Credit Facility and how that should enhance our competitiveness for asset acquisitions, as well as our statements regarding the impact of our anticipated liquidity on our ability to fund acquisitions at the high end of our previously announced 2012 guidance.
Our actual results may differ materially from those projected or contemplated by our forward-looking statements as a result of various factors, including, among others, the following: our dependence on Sun Healthcare Group, Inc. until we are able to further diversify our portfolio; our dependence on the operating success of our tenants; changes in general economic conditions and volatility in financial and credit markets; the dependence of our tenants on reimbursement from governmental and other third-party payors; the significant amount of and our ability to service our indebtedness; covenants in our debt agreements that may restrict our ability to make acquisitions, incur additional indebtedness and refinance indebtedness on favorable terms; increases in market interest rates; our ability to raise capital through equity financings; our ability to pursue and complete acquisitions and the costs and management attention required to do so; the relatively illiquid nature of real estate investments; competitive conditions in our industry; the loss of key management personnel or other employees; the impact of litigation and rising insurance costs on the business of our tenants; uninsured or underinsured losses affecting our properties and the possibility of environmental compliance costs and liabilities; our ability to maintain effective internal control over financial reporting; ownership and transfer limits and certain anti-takeover defenses in Maryland law and our charter and bylaws; our ability to qualify and maintain our status as a REIT; compliance with REIT requirements and certain tax matters related to status as a REIT; and other factors discussed from time to time in our news releases, public statements and/or filings with the Securities and Exchange Commission (the "SEC"), especially the "Risk Factors" sections of our Annual and Quarterly Reports on Forms 10-K and 10-Q. We assume no, and hereby disclaim any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law.
CONTACT: Investor & Media Inquiries:
(949) 679-0410
Source: Sabra Health Care REIT, Inc.
LOS ANGELES, Feb. 13, 2012 /PRNewswire/ -- Crosby, Stills & Nash (CSN) have announced four U.S. concerts scheduled for April 2012. The dates kick off on April 17 at the Table Mountain Casino in Friant, CA, followed by Agua Caliente Casino in Rancho Mirage, CA on April 18. CSN performs at The Joint at Hard Rock Hotel & Casino in Las Vegas, NV on April 20, and then back to California for an intimate concert at the Performing Arts Center of San Luis Obispo on April 22. On-sale dates begin February 17.
The west coast U.S. shows follow CSN's March/April tour of Australia and New Zealand, and precede a tour of South America—a May 10 date at Via Funchal (www.viafunchal.com.br) in Sao Paulo, Brazil has just been announced (on-sale Feb. 14). For special benefit seating at the U.S. shows, please visit www.guacfund.org. In addition, CSN will donate $1 from every ticket sold to various charities, including donor-related causes, environment, human rights, and music education. CSN have plans for an extensive US tour this summer. Special VIP packages will be available through their website, www.crosbystillsnash.com.
Most recently, CSN performed a handful of U.S. dates in 2011, including the all-star MUSE (Musicians United for Safe Energy) concert at Shoreline Amphitheatre to benefit Japan disaster relief and groups promoting non-nuclear energy worldwide, and three shows at NYC's Beacon Theater.
More than four decades since CSN first harmonized in Laurel Canyon, and played their first-ever concert as a trio at the legendary Woodstock festival, its members continue a creative partnership that is one of the most influential and enduring in music. David Crosby, Stephen Stills, and Graham Nash have each been inducted into the Rock and Roll Hall of Fame twice—once with Crosby, Stills & Nash, and a second time with The Byrds, Buffalo Springfield, and The Hollies, respectively. They have also been inducted into the Songwriter's Hall of Fame, with the honor recognizing both CSN as a group, and each member as individual solo artists.
CSN's music first became a cornerstone of rock 'n roll with the self-titled 1969 debut LP, one of Rolling Stone's "500 Greatest Albums of All Time." Ever since—through changing times, various configurations, and acclaimed solo careers—Crosby, Stills & Nash have continued to tour and record as "three together."
CROSBY, STILLS & NASH 2012 U.S. DATES
April
|
17 |
Friant, CA |
Table Mountain Casino |
|
18 |
Rancho Mirage, CA |
Agua Caliente Casino |
|
20 |
Las Vegas, NV |
The Joint at Hard Rock Hotel & Casino |
|
22 |
San Luis Obispo, CA |
Performing Arts Center of San Luis Obispo |
Australia-New Zealand dates:
March
|
24 |
Auckland, New Zealand |
Vector Arena |
|
27 |
Wollongong, Australia |
Entertainment Centre |
|
29 |
Melbourne, Australia |
Palais Theatre |
|
30 |
Melbourne, Australia |
Palais Theatre |
April
|
1 |
Perth Australia |
Blues Festival |
|
4 |
Sydney, Australia |
Hordern Pavilion |
|
6 |
Byron Bay, Australia |
Blues Festival |
SOURCE Crosby, Stills & Nash
MISSION VIEJO, CA -- (MARKET WIRE) -- 02/13/12 -- Aeolus Pharmaceuticals, Inc. (OTCQB: AOLS) (PINKSHEETS: AOLS)
- $2.2 million in revenue
- Meeting to request exercise of additional contract options scheduled for February 14, 2012
Aeolus Pharmaceuticals, Inc. (OTCQB: AOLS) (PINKSHEETS: AOLS), a biotechnology company leveraging significant government funding to develop a platform of novel compounds in oncology and biodefense, announced today financial results for the three months ended December 31, 2011.
The Company reported a net profit of approximately $2,977,000, or $0.05 per share, which includes a non-cash adjustment of approximately $3,688,000 related to decreases in the fair value of warrants that are included as a component of other income (expenses) in the statement of operations, for the three months ended December 31, 2011, compared to a net loss of $7,620,000, or $0.13 per share, which includes a non-cash charge of approximately $7,202,000 related to increases in the fair value of warrants that are included as a component of other income (expenses) in the statement of operations, for the three months ended December 31, 2010.
"We have completed the first year of our five year contract with BARDA, and our team has delivered key milestones such as developing and validating murine and NHP models for lung acute radiation syndrome, improving our manufacturing processes, enhancing our understanding of the mechanism of action of AEOL 10150 and initiating dose finding studies in mice," stated John L. McManus, President and Chief Executive Officer. "We look forward to BARDA's decision on additional contract options, and hope to initiate large murine and NHP efficacy studies, as well as a Phase 1 study in healthy human volunteers."
Revenue for the three months ended December 31, 2011 was approximately $2,215,000, which compares to zero revenue for the three months ended December 31, 2010. The revenue is from the collaboration with BARDA announced on February 11, 2011.
Research and development expenses increased about $1,880,000 to approximately $2,077,000 for the three months ended December 31, 2011, from approximately $190,000 for the three months ended December 31, 2010. The increase is primarily attributable to work related to the BARDA Contract.
General and administrative expenses increased about $306,000, or 55%, to approximately $856,000 for the three months ended December 31, 2011 from approximately $550,000 for the three months ended December 31, 2010. The increase is primarily attributable to work related to the BARDA Contract.
As of December 31, 2011, the Company had approximately $1,186,000 in cash and cash equivalents and 60,470,718 common shares outstanding.
Aeolus is filing today with the SEC its Quarterly Report on Form 10-Q for the quarter ended December 31, 2011. Aeolus urges its investors to read this quarterly filing as well as its amended Annual Report on Form 10-K/A, also filed with the SEC, for further details concerning the Company. The Quarterly Report on Form 10-Q and the amended Annual Report on Form 10-K/A are also available on the Company's website, at http://www.aeoluspharma.com.
About AEOL 10150
AEOL 10150 is a broad-spectrum catalytic antioxidant specifically designed to neutralize reactive oxygen and nitrogen species. The neutralization of these species reduces oxidative stress, inflammation, and subsequent tissue damage-signaling cascades resulting from radiation exposure. AEOL 10150 could have a profound beneficial impact on people who have been exposed, or are about to be exposed, to high-doses of radiation in the treatment of oncology.
AEOL 10150 has already performed well in preclinical and non-clinical studies, was well-tolerated in two human clinical trials, and has demonstrated statistically significant survival efficacy in an acute radiation-induced lung injury model. The Company believes it could have a profound beneficial impact on people who have been exposed, or are about to be exposed, to high-doses of radiation, whether from cancer therapy or a nuclear event.
About Aeolus Pharmaceuticals
Aeolus Pharmaceuticals is developing a new class of catalytic antioxidant compounds that protects healthy tissue from the damaging effects of radiation. Its first compound, AEOL 10150, is being developed for oncology indications, where it is used in combination with radiation therapy. It is also being developed, with funding by the US Government, as a medical countermeasure against chemical and radiological weapons, where its initial target indications are as a protective agent against the effects of acute radiation syndrome and delayed effects of acute radiation exposure. Aeolus' strategy is to leverage the substantial investment in toxicology, manufacturing, and preclinical and clinical studies made by US Government agencies in AEOL 10150, including the contract with BARDA valued, with options, at up to $118.4 million, to efficiently develop the compound for use in oncology.
Forward-Looking Statements
The statements in this press release that are not purely statements of historical fact are forward-looking statements. Such statements include, but are not limited to, those relating to Aeolus' product candidates, as well as its proprietary technologies and research programs, the Company's potential initiation of large efficacy studies in mice and NHPs, as well as a phase 1 study in healthy normal volunteers, and the BARDA Contract. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Aeolus' actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. Important factors that could cause results to differ include risks associated with uncertainties of progress and timing of clinical trials, scientific research and product development activities, difficulties or delays in development, testing, obtaining regulatory approval, the need to obtain funding for pre-clinical and clinical trials and operations, the scope and validity of intellectual property protection for Aeolus' product candidates, proprietary technologies and their uses, and competition from other biopharmaceutical companies, and whether BARDA exercises one or more additional options under the BARDA Contract. Certain of these factors and others are more fully described in Aeolus' filings with the Securities and Exchange Commission, including, but not limited to, Aeolus' amended Annual Report on Form 10-K/A for the year ended September 30, 2010. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
AEOLUS PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
December 31, September 30,
2011 2011
------------- -------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,186 $ 518
Accounts receivable 1,500 1,677
Prepaids and other current assets 56 63
------------- -------------
Total current assets 2,742 2,258
Investment in CPEC LLC 32 32
------------- -------------
Total assets $ 2,774 $ 2,290
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 3,142 $ 2,144
------------- -------------
Total current liabilities 3,142 2,144
Warrant liability 19,717 23,405
------------- -------------
Total liabilities 22,859 25,549
Commitments and contingencies (Notes E and H)
Stockholders' deficit:
Preferred stock, $.01 par value per share,
10,000,000 shares authorized:
Series B nonredeemable convertible preferred
stock, 1,600,000 and 600,000 shares
authorized as of December 31, 2011 and
September 30, 2011, respectively; 526,080
and 526,080 shares issued and outstanding
as of December 31, 2011 and September 30,
2011, respectively 5 5
Common stock, $.01 par value per share,
200,000,000 shares authorized; 60,470,718
and 60,470,718 shares issued and
outstanding as of December 31, 2011 and
September 30, 2011, respectively 605 605
Additional paid-in capital 158,740 158,543
Accumulated deficit (179,435) (182,412)
------------- -------------
Total stockholders' deficit (20,085) (23,259)
------------- -------------
Total liabilities and stockholders'
deficit $ 2,774 $ 2,290
============= =============
AEOLUS PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Three Months Ended
December 31,
------------------------
2011 2010
----------- -----------
Revenue:
Contract revenue $ 2,215 $ --
Costs and expenses:
Research and development 2,070 190
General and administrative 856 550
----------- -----------
Total costs and expenses 2,926 740
----------- -----------
Loss from operations (711) (740)
Non-cash financing charges and change in fair
value of warrants (Notes D, E and F) 3,688 (7,202)
Interest income (expense), net -- (15)
Other income (expense), net -- 337
----------- -----------
Net income (loss) $ 2,977 $ (7,620)
=========== ===========
Net income (loss) per weighted share attributable
to common stockholders:
Basic $ 0.05 $ (0.13)
----------- -----------
Diluted $ 0.04 $ (0.13)
=========== ===========
Weighted average common shares outstanding:
Basic 60,471 57,026
----------- -----------
Diluted 80,006 57,026
=========== ===========
AEOLUS PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended
December 31,
------------------------
2011 2010
----------- -----------
Cash flows from operating activities:
Net income (loss) $ 2,977 $ (7,620)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Stock-based compensation 197 187
Change in fair value of warrants (3,688) 6,645
Noncash exercise of warrants -- 169
Noncash interest and warrant costs -- 382
Change in assets and liabilities:
Accounts receivable 177 --
Prepaid and other assets 7 11
Accounts payable and accrued expenses 998 (291)
----------- -----------
Net cash provided by (used in) operating
activities 668 (517)
----------- -----------
Cash flows provided by financing activities:
Proceeds from issuance of common stock and
warrants -- 1,000
Costs related to the issuance of common stock
and warrants -- (13)
Proceeds from exercise of warrants -- 42
----------- -----------
Net cash provided by financing activities -- 1,029
----------- -----------
Net increase in cash and cash equivalents 668 512
Cash and cash equivalents at beginning of period 518 2,355
----------- -----------
Cash and cash equivalents at end of period $ 1,186 $ 2,867
=========== ===========
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Contact: Russell Skibsted Sr. Vice President and Chief Financial Officer Aeolus Pharmaceuticals, Inc. 1-(949) 481-9825
Source: Aeolus Pharmaceuticals
Disclosure under Rule 2.11in respect of recommended cash offerforGlobeOp Financial Services S.A. (“GlobeOp”)byGeo 3 & Co. S.C.A. (“Geo”)(a newly-established partnership indirectly owned byTPG Partners VI-AIV, L.P.)
Disclosure under Rule 2.11 of the City Code on Takeovers and Mergers (the “Code”)
LUXEMBOURG--(BUSINESS WIRE)-- Further to the announcement made by Geo on 1 February 2012 in connection with its recommended cash offer for GlobeOp, pursuant to Rule 2.7 of the Code (the “Offer Announcement”), on 10 February 2012 Geo received additional irrevocable undertakings to accept the Offer from members of GlobeOp’s operational management team as set out below, in respect of their beneficial holdings in GlobeOp amounting to, in aggregate, 15,722 Ordinary Shares, representing approximately 0.015 per cent. of the existing issued share capital of GlobeOp (the “Irrevocables”).1
Geo also entered into deeds of adherence to the Share Exchange Agreement on 10 February 2012 with the members of GlobeOp’s operational management team set out below, whereby they agreed to exchange their Ordinary Shares, as set out against their name below, for securities in Geo 1 S.à.r.l., an indirect holding company of Geo (the “Rollover”).2 Together with the Irrevocables, these arrangements relate to, in aggregate, 423,472 Ordinary Shares, representing approximately 0.40 per cent. of the existing issued share capital of GlobeOp.
Pursuant to the Irrevocables, the relevant members of the operational management team have also agreed to accept the Offer in respect of any Ordinary Shares which are issued to them pursuant to the Share Schemes or otherwise, and have agreed that, except with the prior consent of Geo, they will only exercise any rights to acquire Ordinary Shares, pursuant to Share Schemes or otherwise, upon the Offer becoming or being declared unconditional in all respects by Geo in accordance with the Code.
In aggregate, Geo has now received irrevocable undertakings to accept the Offer, letters of intent and agreements to sell pursuant to the Share Exchange Agreement in respect of a total of 38,982,705 Ordinary Shares, representing approximately 36.75 per cent of the existing issued share capital of GlobeOp. In addition, Geo owns 5.5 million shares of GlobeOp, equivalent to approximately 5.2% of the current issued share capital of GlobeOp.
| Name | No. of Ordinary Shares subject to Rollover | % of Ordinary Shares in issue at the date hereof^ | ||
| Rob Diaz* | 86,200 | 0.08 | ||
| Eamonn Graeves* | 25,000 | 0.02 | ||
| Nandini Sankar* | 196,550 | 0.19 | ||
| Bob Schwartz* | 100,000 | 0.09 | ||
| Jon Anderson* | N/A | N/A | ||
| Tom Kirkpatrick* | N/A | N/A | ||
| Total (Rollover) | 407,750 | 0.384 | ||
| Phil Tazza | N/A (15,722 Ordinary Shares subject to Irrevocable) | 0.015 | ||
| Total (Rollover plus Irrevocables) | 423,472 | 0.40 | ||
* These managers have signed Irrevocables in respect of any Ordinary Shares they receive pursuant to the exercise of rights under the GlobeOp Share Option Schemes or otherwise. They have not signed deeds of adherence to the Share Exchange Agreement.
^ With reference to GlobeOp’s issued share capital as at the date hereof of 106,061,040 Ordinary Shares.
Defined terms used in this announcement have the meaning given to them in the Offer Announcement unless otherwise defined herein.
J.P. Morgan Limited, which conducts its UK investment banking activities as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for TPG and Geo and no one else in connection with the recommended cash offer by Geo for the entire issued and to be issued share capital of GlobeOp and this announcement, and will not be responsible to anyone other than TPG and Geo for providing the protections afforded to its clients nor for providing advice in connection with the Offer or any matter referred to herein.
Publication on Website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in any jurisdiction where making the announcement available would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other form which Geo regards as unduly onerous) on http://www.globeop.com/globeop/ab/fi by no later than 12 noon (London time) on 10 February 2012.
1 The Irrevocables cease to be binding if (i) the Offer document is not published within 28 days of 1 February 2012 (or such later date as the Takeover Panel may permit) and (ii) the Offer does not become wholly unconditional.
2 The Rollover is subject only to the Offer becoming or being declared wholly unconditional (or in certain circumstances can be completed immediately prior to the Offer becoming or being declared wholly unconditional).
Enquiries:J.P. Morgan Cazenove (Financial Adviser to TPG and Geo)Barry Weir, +44 (0)20 7742 4000James ThomlinsonorPelham Bell Pottinger (Media enquiries to TPG and Geo)Gavin Davis, +44 (0)20 7861 3159Tristan Peniston-Bird, +44 (0)20 7861 3928
Source: Geo 3 & Co. S.C.A.
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