Author: Kirk Falconer

  • Valeant Acquires PE-Backed Bausch + Lomb for $8.7B

    Montréal-based Valeant Pharmaceuticals International Inc. has agreed to buy eye care specialist Bausch + Lomb Holdings Inc. from U.S. private equity Warburg Pincus, which acquired the Rochester, New York-based company in 2007. The agreement, which has been approved by the directors of both companies, provides that Valeant will pay $8.7 billion in cash, of which around $4.5 billion will go to Warburg Pincus and other investors, and around $4.2 billion will be used to repay Bausch + Lomb’s debt. The deal is expected to close in the third quarter of 2013.

    PRESS RELEASE

    Valeant Pharmaceuticals International, Inc. To Acquire Bausch + Lomb For $8.7 Billion

    LAVAL, Quebec and ROCHESTER, N.Y., May 27, 2013 /PRNewswire/ — Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) and Bausch + Lomb Holdings Incorporated, the global eye health company, today announced that they have entered into a definitive agreement under which Valeant will acquire Bausch + Lomb for $8.7 billion in cash.

    Bausch + Lomb is a leading global eye health company that operates in three segments: Pharmaceutical (including prescription brands, generics and over-the-counter (OTC)), Vision Care (contact lenses and solutions), and Surgical (intraocular lenses and surgical equipment). Bausch + Lomb has a broad portfolio of eye health products, including well-known prescription and OTC brands Besivance, Lotemax, Ocuvite and PreserVision; vision care brands Biotrue ONEday, PureVision, renu and Boston; and surgical brands enVista, Storz, Stellaris and VICTUS.

    Under terms of the agreement, which was unanimously approved by the Board of Directors of both companies, Valeant will pay aggregate consideration of $8.7 billion in cash, of which approximately $4.5 billion will go to an investor group led by Warburg Pincus and approximately $4.2 billion will be used to repay Bausch + Lomb’s outstanding debt. Valeant expects to achieve at least $800 million in annual cost savings by end of 2014. Bausch + Lomb expects to have revenues of approximately $3.3 billion and adjusted EBITDA in 2013 of approximately $720 million. The transaction is expected to be immediately accretive to Valeant’s cash earnings per share. Assuming the transaction occurred on January 1, 2013 and assuming the full realization of synergies, the acquisition would have been approximately 40% accretive to Valeant’s expected 2013 Cash EPS.

    The transaction will be financed with debt and approximately $1.5 – $2.0 billion of new equity. Valeant has secured fully committed debt financing for the transaction from Goldman Sachs Bank USA. Taking into account the anticipated equity raise, Valeant’s debt to pro forma adjusted EBITDA ratio will be approximately 4.6 times.

    Bausch + Lomb will retain its name and become a division of Valeant. Valeant’s existing ophthalmology businesses will be integrated into the Bausch + Lomb division, creating a global eye health platform with estimated pro forma 2013 net revenue of more than $3.5 billion. The acquisition positions Valeant to capitalize on growing eye health trends driven by an aging patient population, an increased rate of diabetes and demand from emerging markets. The combined business will also benefit from access to a strong product portfolio and a late stage pipeline of innovative, new products.

    Valeant’s Chairman and Chief Executive Officer, J. Michael Pearson, said, “We are excited to announce the acquisition of Bausch + Lomb, which will transform Valeant into a global leader in eye health by significantly strengthening our capabilities in ophthalmic pharmaceuticals, contact lenses and lens care products, and ophthalmic surgical devices and instruments. Bausch + Lomb’s world-renowned brand, comprehensive portfolio of leading eye care products, and promising late stage pipeline are an ideal strategic fit for our current ophthalmology business and we are strongly committed to continuing to build a sustainable eye health business. With this transaction, Valeant will be a worldwide leader in both dermatology and eye health.”

    Bausch + Lomb’s Chief Executive Officer, Brent Saunders, said, “Bausch + Lomb has undergone a profound transformation over the last few years. We introduced innovative new products for patients; built a robust pipeline; expanded into new markets; and strengthened our relationships with eye care professionals around the world. Valeant’s acquisition of our company is a testament to the tremendous value our talented employees have created over the past several years.” Saunders continued, “Our companies have a shared commitment to providing innovative and high quality products and exceptional service to customers. I am confident that under their stewardship, the Bausch + Lomb brand will continue to stand for excellence and innovation in eye health.”

    Following the closing, Mr. Saunders will join Valeant in an advisory role to help ensure a seamless transition and integration and Fred Hassan, Chairman of Bausch + Lomb’s Board of Directors, will join Valeant’s Board of Directors. In addition, Dan Wechsler, Executive Vice President and President of Bausch + Lomb’s Global Pharmaceuticals, will join Valeant as Executive Vice President and Company Group Chairman, Ophthalmology and Eye Health. Bausch + Lomb’s Chief Medical Officer Calvin W. Roberts, M.D. will also join Valeant as its Chief Medical Officer, Ophthalmology and Eye Health. We also anticipate additional members of the senior management team to join Valeant.

    The transaction, which is expected to close in the third quarter, is subject to customary closing conditions and regulatory approvals.

    Skadden, Arps, Slate, Meagher & Flom LLP and Osler, Hoskin & Harcourt LLP served as Valeant’s legal counsel, and Bausch + Lomb was advised by Cleary Gottlieb Steen & Hamilton LLP. Goldman, Sachs & Co. and J. P. Morgan Securities LLC acted as financial advisors to Bausch + Lomb.

    Conference Call and Webcast Information

    Valeant will host a conference call and a live Internet webcast along with a slide presentation on Tuesday, May 28, 2013 at 8:00 a.m. ET (5:00 a.m. PT), to discuss the transaction. The dial-in number to participate on this call is (877) 876-8393, confirmation code 77049719. International callers should dial (973) 200-3961, confirmation code 77049719. A replay will be available approximately two hours following the conclusion of the conference call through June 28, 2013 and can be accessed by dialing (855) 859-2056, or (404) 537-3406, confirmation code 77049719. The live webcast of the conference call may be accessed through the investor relations section of Valeant’s corporate website at www.valeant.com.

    About Valeant

    Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, neurology and branded generics. More information about Valeant can be found at www.valeant.com.

    About Bausch + Lomb

    Bausch + Lomb is a leading global eye health company that is solely focused on protecting, enhancing, and restoring people’s eyesight. Its core businesses include ophthalmic pharmaceuticals, contact lenses and lens care products, and ophthalmic surgical devices and instruments. It globally develops, manufactures and markets one of the most comprehensive product portfolios in the eye health industry, which are available in more than 100 countries. Founded in 1853, the company is headquartered in Rochester, NY, and employs more than 11,000 people worldwide.

    Forward Looking Statements

    This press release contains forward-looking statements regarding, among other things, the proposed business combination between Valeant and Bausch + Lomb, Valeant and Bausch + Lomb’s financial position, market position, product development and business strategy, expected cost synergies, expected timing and benefits of the transaction, as well as estimates of Valeant’s future expenses and future sales and earnings per share. Statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “intend,” “guidance” or similar expressions are forward-looking statements. Because these statements reflect Valeant or Bausch + Lomb’s current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors could affect the proposed business combination of the companies and their future financial results and could cause actual results to differ materially from those expressed in forward-looking statements contained in this press release. These factors include, but are not limited to: the risk that the acquisition will not close; the risk that Valeant’s business and/or Bausch + Lomb’s business will be adversely impacted during the pendency of the acquisition; the risk that the operations of the two companies will not be integrated successfully; Valeant and Bausch + Lomb’s ability to successfully develop, commercialize and market new products; Valeant and Bausch + Lomb’s ability to obtain regulatory approval of any of their respective pipeline products; competition for the business of Valeant and Bausch + Lomb’s products; market acceptance of Valeant and Bausch + Lomb’s future products; government regulation of the companies’ industries; the outcome of any pending or future litigation or claims by third parties or the government; the risk of changes in governmental regulations; the impact of economic conditions; the impact of competition and pricing and other risks and uncertainties, including those (i) detailed from time to time in the Valeant’s periodic reports filed with the Securities and Exchange Commission (“SEC”) and the Canadian Securities Administrators (“CSA”), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, particularly the discussion under the caption “RISK FACTORS” in their annual reports on Form 10-K for the year ended December 31, 2012, which have been filed with the SEC and the CSA and (ii) the risk factors detailed in Amendment No. 1 to the Form S-1 Registration Statement on WP Prism Inc. (the former name of Bausch + Lomb Holdings Incorporated), filed with the SEC on April 26, 2013, which has not been declared effective by the SEC. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause the companies’ actual results to differ materially from expected and historical results. The companies assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

    Contact Information:

    Media Contacts:

    Sard Verbinnen & Co

    Bausch + Lomb

    Jonathan Doorley / Meghan Gavigan

    Adam Grossberg

    212-687-8080

    973-360-6439

    [email protected]

    [email protected]

    Investor Contacts:

    Valeant Pharmaceuticals International, Inc.

    Bausch + Lomb

    Laurie W. Little

    Alex Kelly

    949-461-6002

    908-303-5445

    [email protected]

    [email protected]

    SOURCE Valeant Pharmaceuticals International, Inc.

    Photo courtesy of Shutterstock.

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  • RBC Joins in $45M Bessemer-Led Financing of Adaptive Planning

    Mountain View, California-based Adaptive Planning Inc., a maker of cloud-based business analytics software, has secured US$45 million in funding in a deal led by U.S. venture capital firm Bessemer Venture Partners. Bessemer was joined by the company’s existing investors, which include Canadian firm RBC Venture Partners, a backer of Adaptive Planning since 2008.

    PRESS RELEASE:

    Adaptive Planning, the worldwide leader in cloud-based business analytics solutions for companies and nonprofits of all sizes, today announced at its Accelerate 2013 global user conference that it has secured a major new round of $45 million in venture funding. Bessemer Venture Partners (BVP), a premier global venture capital firm, led the round, with existing investors ONSET Ventures, Norwest Venture Partners (NVP), RBC Venture Partners, Cardinal Venture Capital, and Monitor Ventures also participating. Adaptive Planning will use the additional capital to scale its direct sales and partner channels in North America, expand into attractive new enterprise and international markets, and drive new product innovation.

    “The addition of Bessemer as an investor is a great testament to our market leadership — to our exceptional customer growth, product innovation, and high levels of customer satisfaction,” said John Herr, CEO of Adaptive Planning. “We grew new software bookings by 90 percent last year with high capital efficiency. As such, we didn’t need to raise more capital, but did so to take advantage of a huge opportunity in front of us to build a dominant global presence in a rapidly growing market. What’s more, BVP is a great partner with an outstanding SaaS track record, and we look forward to working closely with them to maximize this business opportunity.”

    As part of the funding, Byron Deeter, a BVP partner and an industry leader in cloud technology investments, will join Adaptive Planning’s board of directors. “We see the stars aligning with Adaptive Planning: the company is at the intersection of increasing cloud adoption, an acute market need for better analytics, and a customer base that is passionate about its products,” said Byron Deeter, whose firm is one of the leading cloud/SaaS venture firms with successful cloud investments in companies such as Box, Cornerstone OnDemand, DocuSign, Eloqua, LinkedIn, and Skype. “Combining cloud leadership in a huge and largely untapped market with a top-notch team to lead the company’s growth, Adaptive is poised to win.”

    “Adaptive Planning is on an impressive trajectory,” added Sergio Monsalve, Partner at NVP. “The company has built and significantly expanded its cloud business analytics platform to empower finance and operational teams. Its unique ability to transform planning, consolidations, reporting and analysis has resulted in improved costs, productivity and critical business decisions for thousands of brand name customers worldwide.”

    With 5x more customers than all other cloud competitors combined, Adaptive Planning has become the solution of choice for cloud-based corporate performance management (CPM) and business intelligence (BI). Addressing a $33 billion market, Adaptive Planning has more than 1,600 customers in 80 countries worldwide, with the number one market share and the top customer satisfaction rating among all cloud providers in its category.

    “Adaptive Planning has always been very effective at anticipating and capitalizing on evolving market drivers to create strong demand. The rapid move to cloud computing, the rise of mobile computing, and the need to make better, faster, data-driven decisions have been great opportunities for the company,” said Terry Opdendyk, Founder and Partner of ONSET Ventures, which has been an investor in the company since its formation. “As an alternative to manual, spreadsheet-based processes and legacy on-premises software, Adaptive Planning is establishing a new standard for cloud-based BI and CPM solutions.”

    “Adaptive’s rapid growth path is a function of its customers’ satisfaction,” commented Robert Antoniades, a Partner at RBC Venture Partners, an existing investor in Adaptive Planning. “The new infusion of capital will help accelerate the company’s market leadership, world-class product innovation, and global expansion.”

    The funding announcement is part of the news announced this week at Adaptive Planning’s annual user conference, Accelerate 2013, at the Hotel Nikko in San Francisco on May 21-22. The conference is the largest annual global gathering of cloud BI and CPM professionals, with approximately 500 Adaptive Planning customers and partners attending.

    The news comes on the heels of an announcement last month of Adaptive Consolidation, a breakthrough new integrated cloud-based solution for comprehensive and intuitive financial consolidation and analysis. Adaptive Consolidation introduces powerful new capabilities, coupled with an intuitive user interface, that make incredibly complex and time-consuming processes appear to be easy. Businesses can close their books accurately, quickly, and painlessly, with intuitive definition of rules that are automatically applied to the consolidation process each period.

    Adaptive Planning also introduced late last year its Adaptive Discovery solution, breakthrough new cloud-based visual analytics featuring interactive data visualization and alerting and an intuitive and highly interactive way for managers across an organization to access, analyze, and explore key financial and operational data. With Adaptive Discovery, CFOs, VPs of Sales, and other business leaders can quickly and easily gain insights into the underlying trends in the business, allowing them to make more intelligent business decisions that drive greater success.

    About Adaptive Planning
    Adaptive Planning is the worldwide leader in cloud-based business analytics solutions for companies and nonprofits of all sizes. The company’s software as a service (SaaS) platform allows finance and management teams to work together to plan, monitor, report on, and analyze financial and operational performance. With capabilities for budgeting, forecasting, reporting, consolidation, dashboards, and business intelligence, Adaptive Planning enables finance, sales, and other business leaders to make better, faster, more collaborative decisions that drive a true competitive advantage.
    Adaptive Planning is used by over 1,600 organizations worldwide, from midsized companies and nonprofits to large corporations, including AAA, Boston Scientific, CORT, Konica Minolta, NetSuite, Philips, and Vail Resorts. The company is the 5th fastest growing software company in Silicon Valley on the Deloitte Technology Fast 500™ list; has the #1 brand in midmarket CPM; and ranks #1 in customer satisfaction in independent industry surveys. With customers and partners in 81 countries worldwide, the company has the strongest channel ecosystem in the cloud CPM space, with worldwide partners including Armanino McKenna, Intacct, IntuitiveTek, Plex Systems, SAP, and NetSuite, which offers a specialized version of Adaptive Planning as the NetSuite Financial Planning module. Adaptive Planning is headquartered in Mountain View, Calif. and is funded by Bessemer Venture Partners (BVP), Norwest Venture Partners (NVP), Royal Bank of Canada (RBC), ONSET Ventures, Monitor Ventures, and Cardinal Venture Capital.

    About Bessemer Venture Partners
    With $4.0 billion under management, Bessemer Venture Partners (BVP) is a global venture capital firm with offices in Silicon Valley, Cambridge, Mass., New York, Brazil, Mumbai, Bangalore and Herzliya, Israel. BVP delivers a broad platform in venture capital spanning industries, geographies, and stages of company growth. From Staples to Skype, VeriSign to Yelp, LinkedIn to Pinterest, BVP has helped incubate and support companies that have anchored significant shifts in the economy. More than 100 BVP-funded companies have gone public on exchanges in North America, Europe and Asia. See www.bvp.com or follow BVP on Twitter: @bessemervp
    About Norwest Venture Partners
    Norwest Venture Partners (NVP) is a multi-stage investment firm that has partnered with entrepreneurs to build great businesses for more than 50 years. The firm manages over $3.7 billion in capital and has funded more than 500 companies since inception. Headquartered in Palo Alto, Calif., NVP has subsidiaries in Mumbai and Bengaluru, India and Herzelia, Israel. NVP makes early to late-stage venture and growth equity investments across a wide range of sectors including: technology, information services, business services, financial services, consumer products/services and healthcare. For more information, please visit www.nvp.com Follow NVP on Twitter @NorwestVP
    About Onset Ventures
    ONSET Ventures (www.ONSET.com) specializes in providing start-up, follow-on, and intellectual capital to entrepreneurs and early-stage technology ventures to help transform world-class ideas into sustainable and valuable businesses, through a process of “venture craftsmanship.” The firm has backed over 130 companies since 1984 and has more than $1 billion under management.
    About RBC Venture Partners
    Established in 1997 and headquartered in Toronto, RBC Venture Partners is the venture capital investment arm of RBC (RY on the TSX and NYSE) with over C$250 million under management. RBC Venture Partners invests directly in early and growth stage software, technology and services companies targeting the financial services industry. For more information visit www.rbc.com/vp.
    Contact Information
    Contact:

    GlobalFluency
    Stephanie Evans
    650-433-4163
    [email protected]

    Adaptive Planning
    Derek Kober
    650-810-2486
    [email protected]

    Adaptive Planning
    650-528-7500
    www.adaptiveplanning.com

    Photo courtesy of Shutterstock.

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  • Venture-Backed Ambit Biosciences Prices IPO

    San Diego-based Ambit Biosciences Corp., which discovers, develops and commercializes drugs to treat needs in oncology, autoimmune and inflammatory diseases, has priced its initial public offering at US$8.00 per share. Listing on NASDAQ under the symbol “AMBI,” the company plans to raise US$65 million. Ambit has since 2000 been backed by U.S. and Canadian venture capital firms, including Apposite Capital, Avalon Ventures, Forward Ventures, Genechem, GIMV, GrowthWorks, Horizon, MedImmune, NovaQuest, OrbiMed Advisors, Perseus-Soros, Radius Ventures and Roche Venture Fund.

    PRESS RELEASE:

    Ambit Biosciences Corporation today announced the pricing of its initial public offering of 8,125,000 shares of its common stock at $8.00 per share. Ambit has granted the underwriters a 30-day option to purchase up to an additional 1,218,750 shares at the initial public offering price to cover over-allotments, if any. Ambit’s common stock is scheduled to begin trading on The NASDAQ Global Market on May 16, 2013, under the symbol “AMBI.”

    The joint book-running managers for the offering are Citigroup and Leerink Swann. In addition, BMO Capital Markets is acting as lead manager and Robert W. Baird & Co. Inc. is acting as co-manager.

    This offering is being made by means of a prospectus, copies of which may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York, 11717, or by email at [email protected] or by phone at 1-800-831-9146, and Leerink Swann LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, Mass., 02110, or by email at [email protected] or by phone at 1-800-808-7525.

    A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (SEC) on May 15, 2013.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

    About Ambit Biosciences
    Ambit is a biopharmaceutical company focused on the discovery, development and commercialization of drugs to treat unmet medical needs in oncology, autoimmune and inflammatory diseases by inhibiting kinases that are important drivers for those diseases. Ambit’s lead drug candidate, quizartinib (AC220), is a once-daily, orally-administered potent and selective, inhibitor of FMS-like tyrosine kinase-3 (FLT3) and is currently under clinical development in patients with relapsed/refractory acute myeloid leukemia (AML) and in newly diagnosed AML patients in combination with chemotherapy as well as maintenance following a hematopoietic stem cell transplantation (HSCT). In addition to quizartinib, Ambit’s clinical pipeline includes AC410, an oral JAK2 inhibitor, and CEP-32496, a BRAF inhibitor licensed to Teva Pharmaceutical Industries Ltd. Ambit’s preclinical portfolio includes a proprietary CSF1R inhibitor program.

    Contacts:
    Ian Stone or David Schull
    Russo Partners
    (619) 308-6541
    (212) 845-4271
    [email protected]
    [email protected]

    Robert Flamm, Ph.D.
    Russo Partners
    (212) 845-4226
    [email protected]

    Photo courtesy of Shutterstock.

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  • Zoove Gets $15M From Rogers Ventures, Panorama, Other VCs

    Rogers Ventures, the venture capital arm of Rogers Communications Inc., joined Panorama Capital in a US$15 million Series E financing of New York-based Zoove Corp., which operates StarStar and StarStarMe, a mobile phone number service. The company also received investment from Worldview Technology Partners and Highland Capital Partners. The new funds will support Zoove’s continued growth, with emphasis on product expansion, business development and marketing.

    PRESS RELEASE

    Zoove Corp Secures Series E $15 Million Investment From Rogers Venture Partners, Panorama Capital and Others

    New Funding to Facilitate Significant Product Expansion for Provider of StarStar Mobile Activation Solutions

    NEW YORK, NY–(Marketwired – May 14, 2013) – Zoove Corp, the exclusive provider of StarStar and StarStarMe, a unique mobile phone number that connects people with the things they care about most — great content, favorite brands, and one another — today announced that it has secured a strategic investment of $15 Million from existing series D investors, Rogers Venture Partners and Panorama Capital, along with additional investment from the company’s early stage investors, Worldview Technology Partners and Highland Capital. This new funding will allow Zoove to expand significantly through all areas of the business, with emphasis on product expansion, business development and marketing.

    After securing relationships with all four major mobile carriers — AT&T, Sprint, T-Mobile, and Verizon Wireless, Zoove became the first and only organization to offer unique vanity mobile numbers that allow brands to provide any content experience to consumers via a simple phone call. The company has signed significant deals with major U.S. brands including AT&T, CBS Radio, Dunkin’ Donuts, Ford, Hyatt Hotels, NFL, Viacom, and many more. As mobile commerce and adoption continue to rise exponentially, more and more companies realize the indispensable need for simple and successful mobile marketing tactics. As a result, Zoove has grown rapidly across media, entertainment, retail, travel, financial services, and even non-profit organizations.

    With the new funding in place, Zoove plans to continue enhancement and expansion of the StarStar platform — including solutions for both enterprise companies and consumers. Most recently, the company announced StarStar Me, which allows individuals to obtain their own vanity phone number, such as **CHLOE or **MOVIEGUY, through all major carriers. The company will continue to roll out enhancements to the StarStar Me mobile app and experience, as well as continue to expand their enterprise marketing and sales initiatives with an emphasis on demand generation.

    “We invest in companies that are innovators in fast-growing markets, and Zoove is a clear leader in mobile marketing,” said Mike Lee, General Partner at Rogers Venture Partners. “Zoove has quickly attracted big name brands from many different industries, and is committed to expanding its portfolio across consumer and business brands.”

    “As early Series A investors in Zoove, we have been immensely pleased with the company’s rapid innovation and growth to date, and we look forward to more in the future,” said Mike Orsak, General Partner of Worldview Technology Partners. “We are convinced that StarStar is a game-changer for the mobile industry, and the recent adoption, new clients and consumers signed shows the industry believes this as well.”

    “This funding is a tremendous endorsement of our technology, growth and potential. I am extremely excited about the future for this company, the level of expertise and proprietorship behind the products and almost limitless opportunity for mobile marketing across the globe,” states Joe Gillespie, CEO of Zoove Corp. “We are proud that these venture funds have chosen to invest in Zoove, enabling us to accelerate our national growth.”

    To learn more about the StarStar solutions, please visit www.zoove.com or simply call **STARSTAR from any mobile device.

    About Zoove

    Zoove Corporation is the exclusive provider of StarStar and StarStarMe, a unique mobile phone number that connects people with the things they care about most — great content, favorite brands, and one another. Enabled across all major U.S. carriers, the StarStar platform empowers marketers to leverage media, mobile and marketing through a single platform, in order to create any offline-to-online brand experience they desire. StarStar drives millions of calls every year for the world’s top brands including CBS, Dunkin’ Donuts, Ford, Hyatt, NFL and Verizon Wireless. With offices in Chicago, New York and San Francisco, Zoove’s solutions and mobile expertise enable marketers to deliver a more relevant on-the-go customer experience with unprecedented real-time metrics and media efficacy. To learn more, please visit www.zoove.com or simply call **STARSTAR from any mobile device.

    About Highland Capital

    At Highland Capital Partners, we have always been focused on one goal: to help great people build great companies. Since our inception in 1988, we have invested in over 200 seed, early and growth stage companies — 90 of which have gone public or been acquired to date. We emphasize a team-oriented approach in providing the right mix of strategic guidance, hands-on leadership and deep industry domain expertise in helping entrepreneurs and their teams to become market-leading organizations. Visit www.hcp.com for more information.

    About Panorama Capital

    Panorama Capital was founded in 2005 by a team of experienced venture investors who had worked together for many years managing the venture business at JPMorgan Partners. During our tenure at JPMP, we completed 25 IPO’s and successfully sold more than 20 companies to strategic buyers. Our investment philosophy is to seek out and invest in exceptional management teams building companies that can become market leaders in their categories. Whether a business is at the start-up phase or experiencing rapid growth, Panorama seeks to invest in entrepreneurs who are clearly passionate about their company and skilled at navigating the complex challenges that lay ahead. More at www.panoramacapital.com

    About Rogers Ventures

    Rogers Venture Partners (“RVP”) was established in 2012 as a newly minted $150M venture capital fund headquartered in Palo Alto. The RVP team brings a wealth of global operating and investing experience. At RVP, every one of the partners has an operating background and, most importantly, all came from the high tech industry. As a result, our partners are deeply rooted in the operating ecosystem, allowing portfolio companies to better develop key partnerships and establish meaningful customer contracts. We look to take active roles within each portfolio company and are committed to working towards a common vision of revolutionizing the status quo. For more information, please visit http://www.rogersvp.com/

    About Worldview Technology Partners

    Worldview Technology Partners was founded in 1996 and is a leading venture capital firm focused on investing in and building leading U.S. technology companies. Their comprehensive business development services help their portfolio companies succeed in U.S. and international markets. The Worldview team — now on their fourth fund — has both the experience and the resources to invest in a broad range of information technology markets, including communications, semiconductors, Internet/digital media, wireless, enterprise infrastructure and software. For more information, please visit http://www.worldview.com/

    Contact:

    Mark Ballard

    212-680-0179

    Photo courtesy of Shutterstock.

     

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  • Vanedge Provides $3M Series A Funding to OpenGeo

    Canadian venture capital firm Vanedge Capital has made a US$3 million Series A investment in OpenGeo Inc., a New York-based provider of commercial open source geospatial software. At the same time, the company spun out from its incubator parent OpenPlans, and is now focused on growing its product and consumer-support initiatives. Vancouver-based Vanedge invests in interactive entertainment and digital media businesses.

    PRESS RELEASE

    OpenGeo Completes $3 Million Series A Financing and Launches as Independent Open Source Company

    New York, NY, May 15, 2013 — OpenGeo, the creators of the OpenGeo Suite, the world’s leading open source geospatial software platform, announced a $3 million Series A investment from Vanedge Capital of Vancouver, British Columbia. Simultaneous with the funding event, the company has spun out from its incubator parent, OpenPlans, and is boosting OpenGeo’s product and customer-support initiatives.

    “We are thrilled to be working with Vanedge.” said Eddie Pickle, OpenGeo CEO. “The Vanedge team understands the huge opportunity in the geospatial software space. Their investment is very timely given the tremendous demand for open source, Spatial IT solutions among government and commercial enterprises worldwide.”

    The OpenGeo Suite is widely used for managing and sharing spatial data. OpenGeo has led the industry shift toward flexible, interoperable geospatial software infrastructures and will use this Series A funding to further enhance its industry-leading product and training offerings and reach a broader array of customers.

    Moe Kermani, partner at Vanedge Capital, noted, “OpenGeo has developed an impressive customer roster who are using its product offerings in mission-critical software applications. The paradigm shift toward web and mobile geospatial services is well underway and is permanently altering the Spatial IT landscape. We believe this shift heavily favors open source and the OpenGeo Suite, which is ideally situated to become the de facto geospatial platform.”

    The Vanedge-led investment enables OpenGeo to complete its separation from tech incubator OpenPlans, which founded OpenGeo in 2002. “We are proud that our incubation with OpenPlans has been so successful,” noted Chris Holmes, OpenGeo’s founder. “We look forward to growing our contributions to open source communities as a dedicated open source geospatial software company.”

    About Vanedge Capital
    Vanedge Capital is a Vancouver, B.C. based venture capital fund focused on investments in interactive entertainment and digital media businesses. The fund managers have extensive experience and relationships in this sector and have built and led world-class companies in video games, computer animation and enterprise software, among others. For more information, visit www.vanedgecapital.com.

    About OpenGeo
    OpenGeo is the world leader for commercial open source geospatial software. Our global customer base uses the OpenGeo Suite, a complete open source geospatial web services stack, to deploy solutions for web mapping, transportation, telecommunications, open government and a huge range of other solutions. The OpenGeo Suite provides the best, continually updated geo web services platform along with maintenance agreements that include support and training. These agreements provide our customers with superior value and the growing functionality of continually enhanced open source geospatial software.

    OpenGeo supports open source communities by employing key developers of PostGIS, GeoServer, and OpenLayers. We are committed to the ideals of open source and aim to bring the best practices of open source software to organizations around the world.

    Media Contact
    David Dubovsky
    OpenGeo
    +1 917-388-9077
    [email protected]

     Photo courtesy of Shutterstock.

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  • Northleaf, Palisade Take 75% Interest in Australian Wind Farm

    Electricity and gas provider EnergyAustralia has agreed to sell a 75% equity interest in a 111MW Waterloo operational wind farm, near Clare, South Australia. The joint buyers, which will pay AUD$228 million (US$228 million) for the assets, are Canadian and Australian infrastructure investors Northleaf Capital Partners and Palisade Investment Partners. EnergyAustralia will keep a 25% interest in the wind farm and will be contracted to provide asset management services.

    PRESS RELEASE

    May 14, 2013

    JOINT VENTURE TO OWN WATERLOO WIND FARM

    EnergyAustralia today announced that it had reached a definitive agreement with infrastructure investment specialists, Palisade Investment Partners and Northleaf Capital Partners, who will now acquire a majority shareholding in the 111MW Waterloo wind farm, near Clare, South Australia.

    Under the Waterloo transaction, Palisade and Northleaf have acquired a 75% equity interest in the operational wind farm, simultaneously with a re-financing of the asset, realising total proceeds of AUD $228 million for EnergyAustralia.

    EnergyAustralia will retain a 25% equity interest in the wind farm and has signed a long-term contract with the jointly-owned entity to provide asset management services and maintain its commitment to engagement with the local community.

    EnergyAustralia will also continue to be a long term off-taker for both energy and Large-scale Generation Certificates produced by the wind farm. As an energy retailer, EnergyAustralia purchases these certificates in order to meet its obligations under the Renewable Energy Target Scheme.

    In addition, EnergyAustralia and Palisade have signed a development partnership Memorandum of Understanding, paving the way for both partners to collaborate on new renewable energy projects to meet future increases in market demand.

    EnergyAustralia Executive Manager Business Development, Ross Edwards, said the transaction would provide Palisade and Northleaf’s investors with long-term returns and exposure to the burgeoning renewable infrastructure sector, including the potential for future expansion.

    “This transaction enables EnergyAustralia to retain off-take arrangements for renewable energy and provide asset management services for Waterloo, while liberating capital to invest in future projects,” he said.

    Palisade Managing Director, Ian Mitchell, said a partnership with EnergyAustralia represented an exciting opportunity given the company’s solid operations and development track record and its reputation as a leading national energy business.

    “Palisade is looking forward to working alongside EnergyAustralia to continue the build out of our existing renewable energy and generation infrastructure portfolio in Australia,” he said.

    “Waterloo wind farm represents an exciting additional investment opportunity for our investors and we’re encouraged by the pipeline of investment opportunities that EnergyAustralia has to offer.

    Media Release

    “The Development Partnership with EnergyAustralia provides our investors with a unique opportunity to co invest alongside a leading, experienced energy player with significant operational and development expertise. The partnership also offers Palisade’s investors with a path to invest meaningful sums in quality Australian infrastructure.”

    Jamie Storrow, Managing Director and co-head of Northleaf’s infrastructure investment program, said the investment in Waterloo wind farm offers attractive, risk adjusted returns for investors with a projected asset lifespan of more than 25 years and access to contracted revenue through the offtake arrangements with EnergyAustralia.

    “Direct investment in mature, low risk wind energy assets like the Waterloo wind farm is consistent with Northleaf’s investment strategy and offers significant potential for stable, long-term returns,” he said. “We look forward to maintaining a long-term partnership with EnergyAustralia.”

    The Waterloo wind farm consists of 37 Vestas V90-3.0MW turbines.

    Participation in the joint venture also provides Palisade and Northleaf’s investors with the option to participate in a planned 18MW expansion of the wind farm, currently being assessed for local government planning approval.

    Asset-backed non-recourse financing for this transaction is being provided by a number of large banks with the first tranche lasting for five years.

    For further information please contact:

    EnergyAustralia:
    Sarah Stent, Manager Corporate Affairs
    Telephone +61418 142 173

    Palisade Investment Partners:
    Roger Lloyd, Director
    Telephone +612 8970 7801
    [email protected]

    Northleaf Capital:
    Jeff Pentland, Managing Director
    Telephone +1.416.477.6165
    [email protected]

    Photo courtesy of Shutterstock.

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  • Ron Mock to Replace Jim Leech as Head of Ontario Teachers

    Ontario Teachers’ Pension Plan‘s Ron Mock, who is currently senior vice-president, fixed income and alternative investments, will succeed Jim Leech as president and CEO at the beginning of 2014. Mr. Leech, who joined Teachers in 2001 to lead the pension plan’s private equity investment arm Teachers’ Private Capital, will retire on December 31, 2013. Mr. Mock joined Teachers in 2001. His responsibilities have included being a board member of Cadillac Fairview, which manages Teachers’ $21 billion real estate portfolio.

    PRESS RELEASE

    OTPP names Ron Mock President and CEO effective January 1, 2014, succeeding Jim Leech, who retires at year-end.

    May 14, 2013

    TORONTO – Effective January 1, 2014, Ron Mock, currently Senior Vice-President, Fixed Income and Alternative Investments, will succeed Jim Leech as President and Chief Executive Officer of Ontario Teachers’ Pension Plan (Teachers’).

    Mr. Leech is retiring December 31, 2013 after more than 12 years at Teachers’, the last six as Chief Executive Officer. Teachers’ Chair, Eileen Mercier, made the announcement today, noting that Mr. Mock’s appointment continues the organization’s tradition of cultivating talent internally and promoting from within.

    “Ron brings the ideal combination of experience, knowledge and leadership acumen to the CEO role at this high performance organization,” said Ms. Mercier. “We have every confidence that he will lead the organization to new levels of success as CEO, as Jim has and Claude Lamoureux did before him.”

    A selection committee of the board has been engaged in preparations for the CEO succession since 2011, in anticipation of Mr. Leech’s retirement. “We undertook the same approach we would expect of our portfolio companies: a comprehensive succession process with consideration to both external and internal candidates to ensure the best possible successor to Jim, for the best possible impact on the organization,” said Ms. Mercier. “Jim and his executive team have a number of important goals they are focused on achieving before he retires later this year, and he remains firmly in charge until then,” she added.

    Ron Mock joined Teachers’ in 2001 as Director of Alternative Investments. He was promoted to Vice-President later that year, a position he held until 2008, when he was promoted to Senior Vice-President, assuming responsibility for all fixed income assets and strategy as well as alternative investments and hedge funds. He also is a board member of wholly-owned Cadillac Fairview, which manages Teachers’ $21 billion commercial and retail real estate portfolio.

    Mr. Mock holds a B.A.Sc. in Electrical Engineering from the University of Toronto and an MBA from York University.

    “I have the luxury of inheriting the leadership of a thriving and successful organization,” said Mr. Mock. “I will be working from a solid foundation and I can only thank the board for their confidence and Jim for his generosity in sharing his knowledge, and most of all for his vision and leadership during his term as Teachers’ CEO. I will be working closely with him until his retirement to ensure a smooth transition.

    While this appointment may be somewhat daunting, the prospect of leading this exceptional organization is the most invigorating challenge I have ever faced and I look forward to doing my best for everyone from members to employees, plan sponsors to investment partners.”

    “I could not be more pleased with the board’s decision to appoint Ron,” said Mr. Leech. “He has been an outstanding leader at Teachers’ and members of the board, our executive team and I admire his knowledge and good judgment. Ron and I share the privilege of joining Teachers’ at the same time. His track record here is excellent, with the Fixed Income portfolio totaling $60.0 billion at the end of 2012. Importantly,” stressed Mr. Leech, “Ron has a reputation for collaboration and team building, balancing current needs with a view to future possibilities. Plan members, sponsors, our employees and our investment partners all will benefit from his leadership of Teachers’.

    “Over the past six years, I have had the honour and privilege of leading this one-of-a-kind organization,” Mr. Leech noted. “We have always been focused on doing the right things for our members, and that is reflected in our culture, which I know will continue under Ron’s leadership.”

    Mr. Mock’s successor as Senior Vice-President has not yet been named.

    Mr. Leech joined Teachers’ in 2001 with a mandate to expand Teachers’ private investment activities globally. Under his leadership, Teachers’ Private Capital became one of the world’s largest and most successful private investors. He took on the CEO role just as the investment world was about to start reeling from the financial crisis. He is credited with keeping a steady hand on the wheel as Teachers’ coped with the tumult, and with leading the team that has recouped all losses and raised net assets to $130 billion. He has earned international recognition for his leadership in advocating for an evolved defined benefit plan model that reflects the demographic and economic reality of the day. His full professional bio is available here.

    About Teachers’

    With $129.5 billion in net assets as of December 31, 2012, the Ontario Teachers’ Pension Plan is the largest single-profession pension plan in Canada. An independent organization, it invests the pension fund’s assets and administers the pensions of 303,000 active and retired teachers in Ontario. For more information, including our 2012 and previous annual reports, visit www.otpp.com. Follow us on Twitter @OtppInfo.

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  • MethylGene to Reincorporate in US, List on NASDAQ

    Montréal-based MethylGene Inc., a publicly-traded, venture-backed biopharmaceuticals company, has proposed reincorporating in the state of Delaware under a new parent organization called Mirati Therapeutics Inc. As part of the arrangement, Mirati will apply to list shares on NASDAQ. The plan, to be voted on by shareholders in June, seeks to increase Methylgene’s financing options and profile in the United States. The company’s investors include several Canadian and U.S. venture capital firms, including Baker Brothers, BDC Venture Capital, Fonds de solidarité des travailleurs du Québec (FTQ), GeneChem, OriMed Advisors, ProQuest Investments, Tang Capital and Tavistock Life Sciences.

    PRESS RELEASE

    METHYLGENE ANNOUNCES PLAN TO REINCORPORATE IN THE UNITED STATES AS MIRATI THERAPEUTICS, INC. AND LIST ON THE NASDAQ

    Montreal, Canada, May 9, 2013 – MethylGene Inc. (“MethylGene”)(TSX:MYG) today announced that its Board of Directors (the “Board”), after careful analysis, consideration and advice from its legal, tax and accounting advisors, has unanimously approved a proposal to change MethylGene’s jurisdiction of incorporation from the federal jurisdiction of Canada to the State of Delaware in the United States of America by way of a court-approved plan of arrangement (the “Arrangement”).

    Under the Arrangement, MethylGene will create a holding corporation, Mirati Therapeutics, Inc. (“Mirati”), incorporated in the State of Delaware, and Mirati will become the ultimate parent corporation of MethylGene and its subsidiaries. Concurrently with the Arrangement, Mirati is making an application to list its shares of common stock (“Mirati Shares”) on the NASDAQ Capital Market (“NASDAQ”), which we anticipate will result in the Mirati Shares being listed on both NASDAQ and the Toronto Stock Exchange (“TSX”) for a period of time. In connection with the NASDAQ listing, we will file with the Securities and Exchange Commission in the United States a registration statement on Form 10 for the purpose of registering the Mirati Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended.

    The Arrangement is subject to the approval of the Ontario Superior Court of Justice (the “Court”) and satisfaction or waiver of the conditions to closing set out in the arrangement agreement between the Corporation and Mirati dated May 8, 2013 (the “Arrangement Agreement”). In order to proceed and in addition to approval by the Court, a special resolution approving the Arrangement (the “Arrangement Resolution”) must be approved at the Meeting (as defined herein) by two-thirds of the votes cast by the shareholders of MethylGene (“Shareholders”), present in person or represented by proxy.

    The annual and special meeting of Shareholders (the “Meeting”) to approve, among other things, the Arrangement Resolution, will be held on June 25, 2013 at 10:00 a.m. Toronto time (EDT), in the Grand Boardroom of the offices of Stikeman Elliott LLP at 1155 René-Lévesque Blvd. West, 40th Floor, Montréal, Québec. Shareholders of record as of the close of business May 16, 2013, will be entitled to receive notice of and vote at the Meeting.

    The Board and management of MethylGene believe that the proposed Arrangement is in the best interests of MethylGene and, accordingly, recommend that Shareholders vote FOR the Arrangement Resolution. The Board determined that the Arrangement is in the best interests of MethylGene primarily due to the belief and rationale that the Arrangement should:

    •improve Mirati’s ability to attract financing in the larger U.S. capital markets from a greater number of U.S. investors with investment interest in the biopharmaceutical industry, which has been where the majority of our investors in recent financings have come from;

    •enhance the marketability of our capital stock by raising our profile in the United States, which is where over 90% of our Shareholders reside;

    •ultimately improve the trading liquidity of the Mirati Shares compared to the current trading of the common shares of MethylGene (the “Common Shares”) on the TSX, through the combination of the additional listing on the NASDAQ, potentially lower Shareholder transaction costs and increased interest from institutional investors;

    •eliminate potentially adverse “passive foreign investment company” tax issues for certain Shareholders who are U.S. citizens or resident in the United States; and

    •provide greater opportunity to attract and retain key personnel.

    The Board chose the State of Delaware because Delaware has a modern and flexible corporate code, well-developed corporate law and a court system with considerable expertise in dealing with corporate issues. In connection with the Arrangement, we intend to locate our corporate headquarters in the San Diego, California area, a major biotechnology center.

    Upon completion of the Arrangement, it is anticipated that each Shareholder will receive one Mirati Share for every 50 Common Shares held, which will have the effect of a 1 for 50 reverse split of our Common Shares. Subject to adjustment for fractional shares and dissent rights, the Arrangement should have no material effect on the relative ownership and voting interests of Shareholders. In addition, all outstanding options and common share purchase warrants of MethylGene will become exercisable for Mirati Shares and their terms will be proportionately adjusted to reflect the 1 for 50 effective reverse split.

    A management proxy circular (the “Circular”) in connection with the solicitation of proxies for the Meeting is expected to be mailed to Shareholders on approximately May 24, 2013, and will contain further details with respect to the Arrangement and proposed NASDAQ listing. The foregoing description of the Arrangement does not purport to be complete and is qualified in its entirety by reference to the Circular and the copy of the Arrangement Agreement, which will be available at www.sedar.com. MethylGene cautions Shareholders and others considering trading in securities of MethylGene that the Arrangement is subject to certain material conditions, some of which are beyond MethylGene’s control, including TSX, Shareholder and Court approval, and there can be no assurance that the Arrangement and the transactions contemplated therein, or any other transaction, will be completed. The transaction is expected to be completed in early July 2013.

    About MethylGeneMethylGene is a publicly-traded biopharmaceutical company engaged in the development and commercialization of novel therapeutics for the treatment of cancer. Our compounds result from internal chemistry efforts targeting the active sites of enzymes that are key drivers of tumor growth. Our clinical development programs are focussed on treating patients with tumor types that are selected for high levels of expression of these targets in order to most effectively address unmet needs in oncology. Our lead program in clinical development is MGCD265, a multi-targeted small molecule kinase inhibitor for treatment of oncology patients with solid tumors. We are also evaluating development opportunities for pipeline programs mocetinostat, a selective HDAC inhibitor and MGCD516, a kinase inhibitor with a distinct target profile.

    Notice to Investors
    This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities.

    Investor Relations Contacts
    Mark J. Gergen
    Executive Vice President & COO
    MethylGene Inc.

    Tel.: 858 546-2902
    [email protected]
    www.methylgene.com
    Michael Wood
    Managing Director
    LifeSci Advisors

    Phone: 646 597-6983
    [email protected]
    www.lifesciadvisors.com

    Tracey Rowlands, Ph.D.
    Manager, Business and Corporate Development
    MethylGene Inc.

    Tel.: 514-337-3333 ext. 512
    [email protected]
    www.methylgene.com

    Photo courtesy of Shutterstock.

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  • TrilogyGrowth Leads $11M Round for Office Products E-Tailer Poppin

    New York-based Poppin Inc., an online retailer offering innovative office products, has raised US$11.1 million in a Series B financing round led by Canadian early stage venture capital firm TrilogyGrowth. Existing investors, including Shasta Ventures, First Round Capital and company founder J. Christopher Burch, also participated in the deal. TrilogyGrowth Managing Partner Joel Silver, who formerly served as president of Indigo Books & Music, will join Poppin’s board of directors.

    PRESS RELEASE

    Poppin Announces $11.1 Million Series B Financing

    TrilogyGrowth, Shasta Ventures back innovative work-lifestyle company

    Launched in September 2012, Poppin, Inc. intends to be the first consumer brand that makes buying, using, looking at and thinking about office products an extraordinary experience.

    NEW YORK, May 2, 2013 /PRNewswire/ — Poppin (http://www.poppin.com), an innovative office products company defined by original designs and an unparalleled customer experience, announced today it has raised $11.1 million in Series B financing. The funding will be used to expand the product selection and drive continued customer acquisition.

    TrilogyGrowth, a Canadian growth stage investment fund run by former Indigo Books & Music president Joel Silver , led this round with continued participation from Shasta Ventures, First Round Capital and company founder J. Christopher Burch . There was additional participation from a small group of angel investors, including TechStars founder, David Tisch . Silver, Managing Partner of TrilogyGrowth, will be joining Poppin’s board.

    “Having helped build Canada’s leading lifestyle retailer, Indigo Books & Music, to nearly $1 billion in annual sales, Joel brings with him extensive experience in both e-commerce and retail stores,” explained Randy Nicolau , CEO of Poppin. “His unique understanding of omni-channel retailing is particularly pertinent for Poppin in this period of growth.”

    “I’m very excited about our investment in Poppin,” said Joel Silver . “TrilogyGrowth invests in companies focused on solving consumer needs through distinctive products and services. We seek investments in opportunistic companies building brands, Poppin is doing just that.”

    Poppin launched in September 2012 to be the first consumer brand that makes buying, using, looking at and thinking about office products an extraordinary experience. Over the last six months the company has seen explosive growth with both consumer and business customers. In this period, Poppin has rapidly scaled to accommodate a growing direct-to-consumer business while building an impressive corporate client list that includes Fab.com, Kate Spade , LinkedIn, Pandora, Rachel Zoe Media Group, SalesForce Marketing Cloud and Warby Parker .

    “Moving forward we will expand the product offering, with a particular focus on growing our nascent furniture collection,” noted Nicolau. “We will remain dedicated to creating an exceptional customer experience that surprises and delights at every touch point. Ultimately, with this investment, we aim to roll out new products that define the ‘WorkStyle’ space and help people to Work Happy.”

    About Poppin
    Poppin, Inc, is an innovative online retailer offering a distinctive collection of chic yet affordable workstyle products and an engaging shopping experience. Established with the unique mission to provide people with everything they need to work happy, Poppin intends to become the first company that makes buying, using, looking at, and thinking about office products an extraordinary experience. The company is privately held and financed by J. Christopher Burch , Shasta Ventures, First Round Capital, TrilogyGrowth and a group of angel investors, including David Tisch .
    All Poppin products can be found at poppin.com, while fans and friends can follow the brand at facebook.com/poppin and twitter.com/poppin.

    SOURCE Poppin

    Photo courtesy of Shutterstock.

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  • Pure Energies Secures $6M From NEA and NGEN

    Toronto-based Pure Energies Inc., which helps with the adoption by homeowners of solar energy and conservation products, has received $6 million in equity financing from U.S. venture capital firms New Enterprise Associates (NEA) and NGEN Partners. The company’s website confirms the deal was done in March 2013. In 2012, Pure Energies acquired San Francisco-based solar advisor One Block Off the Grid, which was previously backed by NEA. Earlier this year, the company acquired Seattle-based Cooler Planet.

    PRESS RELEASE

    Pure Energies Group Secures $6M Million in Funding from NEA and NGEN to Propel its Growth in the Explosive US and Canadian Residential Solar Market

    Pure Energies Group (“Pure”) has closed $6M million in equity funding. Capitalizing on growth in the US residential solar market, Pure will leverage its local brands, 1BOG and Cooler Planet, to strengthen its position as a leading trusted independent solar advisor to homeowners.

    “We believe a homeowner should have a trusted independent advisor who will demystify the process of going solar.” – Zbigniew Barwicz, founder and CEO, Pure Energies Group

    Toronto, Ontario (PRWEB) May 02, 2013

    Less than nine months after acquiring San Francisco-based solar advisor One Block Off the Grid (“1BOG”), and three months since the acquisition of Seattle’s Cooler Planet, Pure Energies Group (“Pure”) has closed $6M million in equity funding. Capitalizing on growth in the US residential solar market, Pure will leverage its local brands, 1BOG and Cooler Planet, to strengthen its position as a leading trusted independent solar advisor to homeowners. With its unique platform and re-sell agreements with leading US solar PPA providers, Pure and 1BOG are the one-stop-shop allowing homeowners to find the best solar deal, in minutes.

    “We’re extremely excited to have the opportunity to work with such great partners as NEA and NGEN for the next phase of our growth,” said Pure Energies Group founder and CEO, Zbigniew Barwicz. “Residential Solar is a new retail category, with complicated 20-year-plus power purchase and lease agreements, and multiple-thousand dollar prepay options and escalation tables. We believe a homeowner should have a trusted independent advisor who will demystify the process and provide a one-stop-shop to help select the best offering for their specific situation. We are able to provide, at no cost to the homeowner, the best PPA or lease products available from the nation’s biggest solar providers.”

    The US rooftop solar installation market is growing at over 62% per year, with falling component prices, attractive economics for solar leasing and rising electricity costs spurring increasing adoption. With the residential sector weathering the highest cost of energy, solar energy has never been more attractive for homeowners.

    “With growing demand for residential solar installations, there is clearly an opportunity to help potential customers explore, compare, and select the solution that best fits their needs. Pure’s innovative processes and strong technology platform can help homeowners save real money,” said Rick Yang, senior associate at NEA. “It’s an exciting opportunity, and Zbigniew and his team bring the passion, market experience and execution excellence required to build a great company.”

    “Residential solar is democratizing electricity production, and will transform the utility business. Pure Energies accelerates the growth of solar by making it easy and safe for homeowners to switch.” said Robb McLarty, partner with NGEN.

    Photo courtesy of Shutterstock.

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  • Kirchner and Crestline Launch New PE Group

    Kirchner Group, which provides asset management services to institutional investors, and operational and transactional support to companies, has partnered with Crestline Investors Inc. on a new initiative focused on acquiring, managing and investing in under-performing private equity assets, portfolios and funds. Crestline-Kirchner Private Equity Group will be led by W.B. (Bud) Kirchner, founder of Kirchner, which has offices in Montréal and Gadsden, Alabama.

    PRESS RELEASE:

    Kirchner Group, today announced that it has partnered with Crestline Investors, Inc. (“Crestline”), an institutional alternative investment manager, to launch a new business unit on the Crestline platform. The Kirchner team will be the cornerstone of this initiative, called Crestline-Kirchner Private Equity Group, focused on acquiring, managing and investing in underperforming private equity assets, portfolios and funds. Crestline’s new business line will be led by W.B. (Bud) Kirchner, founder of the Kirchner Group and architect of its “Successor GP” Program.

    This business complements Crestline’s industry leading position in hedge fund secondary investing and allows the firm to provide a full-service solution to institutions with underperforming private equity and hedge fund portfolios. It also adds significant opportunities for Crestline to deploy capital on behalf of its investors.

    “We are pleased to welcome Bud and his team to Crestline and to add a powerful new business to our institutional platform,” said Douglas K. Bratton, President and Chief Investment Officer of Crestline. “The team brings to Crestline a 28-year track record of restructuring companies and has been successfully deploying its model across a series of portfolios ranging from early stage venture to mid-market buyout since 2004.”

    There is an estimated $100 billion in private equity assets managed by funds past their investment periods, according to industry estimates. Many of these so-called “zombie funds” have serious issues of alignment between the general partner and limited partners. As a result, an increasing number of institutional investors are looking for creative and effective ways to restructure these funds and rationalize their private equity portfolios.

    “This partnership provides tremendous validation of a model that we pioneered years ago at Kirchner Group,” said Bud Kirchner. “Limited partners are realizing that there are alternative solutions to underperforming funds, and now is the right time for us to scale up to meet rapidly increasing market demand. I am excited to join with Crestline to continue building on the business lines that we have developed, giving us the institutional infrastructure and access to capital to best serve investors.”

    The new business unit will focus on the following:

    Successor General Partner: Acting as a fiduciary to replace or complement the general partner in order to help better align interests, find liquidity and maximize value for limited partners.
    Advisory Services for Limited Partners: Managing or monitoring an existing troubled portfolio of private equity funds on behalf of limited partners.
    Successor Fund Creation: Consolidating direct private equity investments into a fund structure to help manage, monitor and exit positions on behalf of a direct private equity investor or group of investors.
    Investment Opportunities: Sourcing and structuring investment opportunities derived from the aforementioned activities, including:
    Secured lending and/or investments in private equity portfolios to provide follow-on capital at the portfolio level
    Secondary purchases of some or all of a fund’s limited partnership interests
    Providing follow-on capital at the underlying company level
    The business will be headquartered in Fort Worth, with additional offices in New York City and Toronto.

    About Kirchner Group
    The Kirchner Group provides asset management services for institutional investors as well as operational and transactional support for companies. Kirchner Group’s proprietary platform is built on the premise that pairing deep domain expertise with process experts provides superior results. Kirchner Group manages assets on behalf of some of the world’s largest insurance companies, commercial banks and institutional investors. In addition, our transaction and operational clients range from some of the most promising entrepreneurs, to Fortune 500 companies and their investors.

    Bud Kirchner is the designer and architect of several proprietary business method models including “PortfolioWorks” and “Crystallizing Value in Intellectual Property,” with over 40 years of successful entrepreneurial, operational, transactional and international experience in numerous private equity and debt investment scenarios. He has been a principal or agent in over 300 financings, mergers, acquisitions, divestitures, workouts and turnarounds.
    www.kirchnergroup.com

    About Crestline Investors, Inc.
    Crestline Investors, Inc. is an institutional alternative investment management firm based in Fort Worth, Texas. Founded in 1997, Crestline manages $7.2 billion in client assets across separately managed accounts and commingled funds. Strategies offered include: (1) low volatility and customized hedge fund of funds, (2) opportunistic and customized investment programs including a family of opportunistic strategies, hedge fund secondary investments and private credit funds and (3) tailored beta and hedging strategies. Crestline has 84 employees with 42 investment professionals.
    www.crestlineinvestors.com

    For more information, please contact:
    David Philipp
    [email protected]
    (415) 990-9177

    Photo courtesy of Shutterstock.

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  • DW Healthcare Partners Invests in Med-Pharmex

    DW Healthcare Partners (DWHP), a healthcare-focused private equity firm with offices in Toronto, Ontario and Park City, Utah, has made an undisclosed investment in Med-Pharmex Inc.of Pomona, California. Med-Pharmex is focused on pharmaceutical research, formulation, and manufacturing in the animal health industry, and operates three manufacturing facilities. DWHP is currently investing its third fund, closed at $265 million in February 2013.

    PRESS RELEASE:

    DW Healthcare Partners (DWHP), a healthcare-focused private equity firm, is pleased to announce an investment in Med-Pharmex, Inc. of Pomona, California. Med-Pharmex offers pharmaceutical research, formulation, and manufacturing in the animal health industry. Med-Pharmex’s veterinary pharmaceuticals include products for companion animals, such as dogs, cats, and horses, and food-producing animals, such as cattle, swine and poultry. The company operates three manufacturing facilities and is committed to the continued development of newer products, and to serving the veterinary community with a complete line of quality generic products at a reasonable cost.

    “Our partnership with DW Healthcare Partners will allow us to take advantage of some exciting growth opportunities,” said Gerald Macedo, CEO of Med-Pharmex. “The financial stability and flexibility now available to us through DWHP’s investment in our company, will enable us to move forward with our acquisition and product development plans.”

    DWHP’s investment in Med-Pharmex, Inc. marks another partnership within the private equity firm’s recently-established third healthcare fund.

    Andrew Carragher, Co-founder and Managing Director stated, “We are very pleased to have this opportunity to partner with Gerry and his talented team. Med-Pharmex is uniquely positioned within the animal health market. It will provide us with a stable platform that can be further leveraged as new products are added to the portfolio, via internal research and development, product acquisitions, and strategic manufacturing partnerships.”

    Learn more about Med-Pharmex by visiting: www.med-pharmex.com

    About DW Healthcare Partners

    DW Healthcare Partners is a private equity firm focused exclusively on the healthcare industry. The firm manages over $500 million in committed capital and invests in profitable healthcare companies with proven management teams. DW Healthcare Partners is led by seasoned healthcare executives with more than 110 years of combined industry experience. The firm provides the capital, strategic guidance, and acquisition expertise to help mid-stage companies realize their potential for growth. For more information, please visit: www.dwhp.com.

    DWHP is currently seeking investment opportunities for its third fund which represents $265 million of committed capital.

    CONTACT: Andrew Carragher, DW Healthcare Partners, [email protected] ; (416) 583-2421

    SOURCE: DW Healthcare Partners

    For further information:

    Home

    Photo courtesy of Shutterstock.

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  • Ontario Teachers Completes SeaCube Acquisition

    Ontario Teachers’ Pension Plan has completed its previously announced acquisition of SeaCube Container Leasing Ltd., a Park Ridge, New Jersey-based company that acquires, owns, manages and leases containers used in global containerized cargo trade. SeaCube shareholders received US$23.00 per share in cash, for a final total equity value of US$469.5 million and an enterprise value of US$1.8 billion.

    PRESS RELEASE:

    Ontario Teachers’ Pension Plan (Teachers’) today announced it has completed the acquisition of SeaCube Container Leasing Ltd. (SeaCube) following approval of the transaction by shareholders of SeaCube at a special general meeting held on April 23, 2013.

    Shareholders will receive US$23.00 per share in cash, for a total equity value of US$469.5 million and an enterprise value (including assumed debt) of US$1.8 billion.

    SeaCube is based in Park Ridge, New Jersey, and has seven offices worldwide. It acquires, owns, manages and leases containers that are essential intermodal equipment used in global containerized cargo trade. Equipment is primarily leased under long-term contracts to the world’s largest shipping lines.

    This transaction was led by Teachers’ Long-Term Equities group, which focuses on direct investments with steady cash flow, growth potential over a long-term horizon and a low to moderate level of risk. Teachers’ plans to operate SeaCube as a standalone business operation with the current management team remaining in place.

    About Teachers’

    With $129.5 billion in net assets as of December 31, 2012, the Ontario Teachers’ Pension Plan is the largest single-profession pension plan in Canada. An independent organization, it invests the pension fund’s assets and administers the pensions of 303,000 active and retired teachers in Ontario. For more information, visit www.otpp.com. Follow us on Twitter: @OtppInfo

    About SeaCube

    SeaCube is one of the world’s largest container leasing companies based on total assets. The principal activities of SeaCube’s business include the acquisition, leasing, re-leasing and subsequent sale of refrigerated and dry containers and generator sets. SeaCube leases containers primarily under long-term contracts to a diverse group of the world’s leading shipping lines. For more information regarding SeaCube please visit www.seacubecontainers.com.

    For more information:

    Teachers’:

    Deborah Allan
    Director, Communications and Media Relations
    Ontario Teachers’ Pension Plan
    +1 416-730-5347
    [email protected]

    SeaCube:

    David Doorley
    Treasurer & Vice President of Investor Relations
    SeaCube Container Leasing Ltd.
    +1 201-391-0800
    [email protected]

     Photo courtesy of Shutterstock.

     

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  • Venture-Backed ViXS Prepares to Go Public

    Toronto-based ViXS Systems Inc., a developer of high-performance semiconductors for media solutions, has entered into a going-public transaction whereby a subsidiary of ViXS will amalgamate with capital pool company W7 Acquisition Corp. Upon completion of the transaction, W7 shareholders will ultimately receive common shares of the publicly traded ViXS. ViXS was founded in 2001 with the backing of Celtic House Venture Partners. Other investors include Export Development Canada, New Enterprise Associates and Novacap.

    PRESS RELEASE

    ViXs Systems Inc. announces proposed going public transaction

    TORONTO, April 19, 2013 /CNW/ – ViXS Systems Inc. (“ViXS”) is pleased to announce that it has entered into a letter of intent with Windsor Capital Advisors and W7 Acquisition Corp. (“W7″ TSX Venture Exchange: WSV.P) to complete a going public transaction for ViXS (the “Proposed Transaction”). The Proposed Transaction will proceed by way of an amalgamation of W7 with a wholly-owned subsidiary of ViXS (“ViXS Subco”) under the Canada Business Corporations Act (the “Amalgamation”) and will constitute W7′s “Qualifying Transaction” under the policies of the TSX Venture Exchange.

    In conjunction with, and prior to the closing of the Proposed Transaction, ViXS intends to complete a brokered private placement of subscription receipts of ViXS Subco (the “Private Placement”), to be co-led by GMP Securities L.P. and Stifel Nicolaus Canada Inc., together with a syndicate of agents including BMO Capital Markets, Cormark Securities Inc. and Byron Capital Markets Ltd. Purchasers of subscription receipts pursuant to the Private Placement will ultimately receive freely tradeable common shares of ViXS once the company becomes public.

    Sally J. Daub, President and Chief Executive Officer of ViXS, said, “ViXS was founded in 2001 and since then it has matured into a leading semiconductor company with a comprehensive portfolio of products to meet the diverse needs of the global media industry. We are extremely excited about the Company’s prospects and believe the time has come to take ViXS public.”

    It is anticipated that the board of directors of ViXS post-Amalgamation will consist of the five current directors of ViXS.

    Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Private Placement, execution of a definitive agreement in respect of the Amalgamation, regulatory approvals, Exchange acceptance, receipt of approval for listing on the TSX, shareholders of W7 approving, among other things, the Proposed Transaction and approvals of shareholders of ViXS necessary to facilitate the Proposed Transaction.

    About W7 Acquisition Corp.

    W7 is a capital pool company governed by the policies of the Exchange. W7′s principal business is the identification and evaluation of assets or businesses with a view to completing a “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange.

    About ViXS Systems Inc.

    ViXS is the semiconductor pioneer in designing and developing high-performance media solutions for the consumer electronics and video service provider industries. With over 390 patents issued and pending worldwide, ViXS has been recognized with a number of industry awards for innovation. ViXS is the world leader in transcoder deployments with over 40 million shipments to date, and still growing.

    ViXS has a comprehensive portfolio of products to meet the diverse needs of the global media industry. Portfolio highlights include the most advanced dense transcoder available for cloud-based solutions, as well as SoC’s for home devices capable of doing the most simultaneous number of HD streams in the industry. Moreover, ViXS is the only company to have integrated transcoding and Multimedia over Coax Alliance (MoCA) technologies to create the lowest-cost media gateway capable of delivering premium content to consumer IP devices, such as the iPad, inside and outside of the home.

    ViXS has three primary product lines: XCode, XCodePro and XConnex. The XCode family of media processors range from stand-alone transcoding chips to full SoC solutions, each capable of handling from one to four simultaneous HD-to-HD transcodes. XCodePro products address the professional enterprise market and are being deployed today for cloud-based media streaming services. The XConnex product line is for communications devices, including MoCA 1.1 and 2.0 solutions. Additionally, ViXS customers are provided with a robust software development kit known as Xtensiv.

    ViXS is headquartered in Toronto, Canada with global operations and offices in Europe, Asia and North America. For more information on ViXS, visit our website: www.vixs.com.

    VIXS™, the ViXS® logo, XCode®, XCodePro™, XConnex™ and Xtensiv™ are trademarks and/or registered trademarks of ViXS. Other trademarks are the property of their respective owners.

    SOURCE: ViXS Systems Inc.

    For further information:
    Donna Wong, Tel: (416) 646-2000, E-mail: [email protected]

    Photo courtesy of Shutterstock.

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  • New York State Approves Blackstone-Backed Power Line to Québec

    The New York Public Service Commission has approved a plan to build the Champlain Hudson Power Express transmission line, capable of moving 1,000 megawatts of hydropower over a 330-mile distance from Québec to New York City. According to Reuters, developer Transmission Developers Inc., whose lead investor is U.S. private equity firm Blackstone Group, has estimated the project will take over three years to construct at an estimated cost of US$2.2 billion. The Québec part of the line will be developed by Hydro-Québec.

    PRESS RELEASE

    COMMISSION APPROVES MAJOR NEW POWER LINE

    New York City Consumers Would Benefit from Low-Cost Canadian Hydropower

    Albany, NY—04/18/13—The New York State Public Service Commission (Commission) today approved the construction and operation of a 1,000 megawatt (MW) transmission line stretching 330 miles from the Canadian border to Astoria, Queens, primarily through Lake Champlain and the Hudson River, with some segments on land, primarily in railroad or state highway rights-of-way. The line would terminate at a converter station located in Consolidated Edison’s Astoria annex. From there, one high voltage, alternating current (HVAC) circuit will connect, via underground conduit, to the nearby substation of the New York Power Authority (NYPA). From the NYPA substation, another set of HVAC cables would be located under the streets for about three miles to Con Edison’s Rainey substation.

    The transmission line, estimated by the developer to cost $2 billion, would be built either underwater or underground along the entire length of the route, avoiding or minimizing visual and other potential environmental impacts. “With this order, we grant the developer a certificate to construct and operate a transmission project known as the Champlain Hudson Power Express Project,” said Commission Chairman Garry Brown.

    “The certificate will adopt most of the terms and conditions presented to us in a joint proposal and in stipulations that have the full or partial support of a wide range of parties to this case.”

    A critical factor in the Commission’s decision to approve the project is the fact that the financial risk to ratepayers is minimized since ratepayers will not be required to assume the financial risks to build the project; ratepayers will be protected from construction and operation costs. While the Commission’s decision represents a major step to build the privately funded transmission line,
    it is not the final step; project developers still need to obtain several Federal permits, as well as secure private financing. The project owners, Champlain Hudson Power Express, Inc. and CHPE Properties, Inc., applied for a certificate of environmental compatibility and public need for the siting of major utility transmission facilities to construct and operate the high voltage, direct current transmission line under Article VII of the Public Service Law. The regulatory review of the project under Article VII was rigorous and complete.

    In addition to providing renewable energy and shielding ratepayers, the project offers other significant benefits:
     The facility would provide substantial annual air pollutant emissions benefits;
     Bringing hydroelectric power to New York City would enhance fuel diversity as New York City currently relies significantly on gas- and oil-fired generation, which raises both fuel diversity and
    electric reliability concerns. The energy imported could amount to more than 10 percent of the energy consumption in the city, a significant amount of added capability that would enhance
    energy security by providing another source of power;
     The interconnection with the Quebec, Canada regional transmission system would provide stronger transmission ties into New York City, one of the most congested load pockets in the
    state;
     The new power line would help reduce strain on the gas transportation system by allowing imports of electricity from outside the city. Demand for natural gas use is increasing in New
    York City due to increased use of gas for electric generation and the gas conversion needs resulting from New York City’s phase out of use of #4 and #6 oils for home and business heating
    purposes. The increase in gas demand could strain the gas transportation system into and within New York City;
     The addition of a major new supplier would help reduce the ability of various players to exercise market power. New York City is an area with pivotal suppliers having the ability to exercise
    market power, but suppliers are constrained by federal market rules.; and
     There would be significant environmental enhancements. While negative environmental impacts are minimal, the applicants have agreed to create and fund a $117.15 million trust for the enhancement of aquatic habitats and fisheries resources in Lake Champlain and the Hudson, Harlem, and East rivers and their tributaries.

    The proceeding began with an application filed March 30, 2010 and, after several supplements, ultimately deemed compliant as of August 11, 2010. Negotiations among the parties resulted in the joint proposal filed in February 2012 and further stipulations in June, July and October 2012. The joint proposal used as the basis for the Commission’s decision was supported by several state
    agencies, the cities of New York and Yonkers, Consolidated Edison, and several environmental organizations, including Riverkeeper, Inc. and Scenic Hudson, Inc. Changes in the route from what was initially proposed helped reduce environmental impact. Full evidentiary hearings were conducted on the joint proposal in July 2012, followed by post-hearing briefs. There were two rounds of public statement hearings conducted along the route of the project, both early in the case and following the submission of the joint proposal, and members of the public have submitted written comments as well.

    The Commission’s decision today, when issued, may be obtained by going to the Commission Documents section of the Commission’s Web site at www.dps.ny.gov and entering Case Number 10-T-0139 in the input box labeled “Search for Case/Matter Number.” Many libraries offer free Internet access. Commission orders may also be obtained from the Commission’s Files Office, 14th floor, Three Empire State Plaza, Albany, NY 12223 (518-474-2500). If you have difficulty understanding English, please call us at 1-800-342-3377 for free language assistance services regarding this press release.

    Photo courtesy of Shutterstock.

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  • PE-Backed Allison Transmission Announces Secondary Offering

    Indianapolis, Indiana-based Allison Transmission Inc., a manufacturer of transmissions and hybrid-propulsion systems for commercial vehicles, announced a proposed secondary offering of 22,000,000 common shares by private equity owners The Carlyle Group and Onex Corp. Following the offering, Carlyle and Onex will continue to own up to 70% of the company’s total outstanding shares. The two buyout firms acquired Allison in 2007 for US$5.6 billion.

     

    PRESS RELEASE

    Allison Transmission Announces Proposed Sale of 22,000,000 Shares of Common Stock by Selling Stockholders

    15 Apr 2013

    Allison Transmission Holdings, Inc. (NYSE: ALSN), the world’s largest manufacturer of fully-automatic transmissions for medium- and heavy-duty commercial vehicles, medium- and heavy-tactical U.S. defense vehicles and hybrid-propulsion systems for transit buses, announced today a proposed secondary offering of 22,000,000 shares of its common stock by investment funds affiliated with The Carlyle Group and Onex Corporation (the “Sponsors”). A group led by BofA Merrill Lynch, Citigroup and J.P. Morgan will act as the underwriters in the proposed registered public offering of those shares. In addition, the underwriters will have an option to purchase up to 3,300,000 additional shares from the Sponsors. All of the shares are being sold on a pro rata basis by the Sponsors, which are existing stockholders of Allison Transmission Holdings, Inc. (“Allison”), in accordance with their current interests. Following the offering, the Sponsors will continue to beneficially own an aggregate of approximately 128,697,499 shares, or approximately 70% in the aggregate, of Allison’s outstanding common stock after giving effect to the offering (or approximately 125,397,499 shares, or approximately 68% in the aggregate if the underwriters fully exercise their option to purchase additional shares). The total number of outstanding shares of Allison’s common stock will not change as a result of the offering.

    A copy of the preliminary prospectus related to the offering may be obtained, when available, from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department, or e-mail [email protected]; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (tel: 800-831-9146); and J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 866-803-9204.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

    Photo courtesy of Shutterstock.

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  • Miraculins Buys SCOUT DS Technology From VC-Backed Veralight

    Winnipeg, Manitoba-based medical diagnostic company Miraculins Inc. has agreed to acquire all assets related to the SCOUT DS technology, a diabetes screening technology, from VeraLight, Inc. Financial terms of the proposed deal were not released. VeraLight, which is based in Albuquerque, New Mexico, is backed by a mix of U.S. venture capital firms and strategic investors, including Psilos Group, CMEA Ventures, vSpring Capital, EPIC Ventures, Dow Chemical and the Southern Ute Growth Fund.

    PRESS RELEASE

    Miraculins Executes Term Sheet to Acquire the SCOUT DS®

    Non-Invasive Diabetes Screening Technology

    World’s First Non-Invasive Diabetes Test Can Play a Critical Role in Global Diabetes Screening

    WINNIPEG, Manitoba – April 15, 2013 – Miraculins Inc. (TSX-V:MOM), (“Miraculins” or the “Company”), a medical diagnostic company focused on acquiring, developing and commercializing diagnostic tests and risk assessment technologies for unmet clinical needs, is pleased to announce that it has signed a non-binding term sheet (“Term Sheet”) with VeraLight, Inc. (“VeraLight”) to acquire all assets related to the SCOUT DS® technology, a groundbreaking diabetes screening technology that non-invasively measures changes in a person’s skin indicative of prediabetes and type 2 diabetes, enabling cost-effective, easily accessible screening of those at risk.

    The Term Sheet sets out the key financial terms of the proposed acquisition including pricing, future milestone payments, ongoing responsibilities and considerations related to an equity position in Miraculins by VeraLight and participation on Miraculins board of directors. Miraculins has an exclusive period within which to conclude its due diligence process and to finalize definitive documentation. The execution of definitive documentation and the completion of the transaction is subject to all necessary contractual, regulatory and corporate approvals of both Miraculins and VeraLight and the completion of satisfactory due diligence by Miraculins.

    The SCOUT DS system is the first non-invasive diabetes screening system in the world designed to provide a highly sensitive and convenient method for screening for prediabetes and type 2 diabetes based on the presence of diabetes-related biomarkers found in the skin. Unlike current screening methods, a SCOUT DS test requires no blood draw, no fasting, and no waiting for a lab result. The patient simply places their forearm on the portable table-top instrument, and a quantitative result is reported in under two minutes.

    SCOUT DS is Indicated for Use for the non-invasive screening of individuals 18 years or older who are at risk for prediabetes and/or type 2 diabetes to determine whether diagnostic testing is necessary. Prediabetes is defined as impaired glucose tolerance. SCOUT DS has received clearance from Health Canada for commercial distribution and it has been granted a CE Mark in the European Union, and is also cleared for sale in Mexico. Prior to this acquisition, VeraLight had not yet filed a formal application with the FDA for the clearance of SCOUT DS in the U.S. market. As a result, distribution in the United States of the SCOUT DS system at this time is limited to investigational use only.

    In 2010, it was estimated that 629 million adults worldwide had either diabetes or pre-diabetes (Impaired Glucose Tolerance). By 2030, the number is expected to grow to be 910 million adults, an increase of 44%. Today, it is estimated that over 500 million people remain undiagnosed. Complications can begin years before diagnosis, however much of diabetes can be delayed or prevented if detected early. Due to the fact that early diabetes detection is critical in helping stem this epidemic, new tools are needed to play a role in screening for this disease of growing prevalence worldwide.

    “There is a tremendous synergy between the SCOUT DS technology and our PreVu Non-Invasive Skin Cholesterol Test,” stated Christopher J. Moreau, President and CEO of Miraculins. “Both technologies non-invasively measure the skin in order to deliver a test result for two of the most serious heath concerns in medicine today, coronary artery disease and diabetes. Adding the SCOUT DS system to our product suite would leverage our existing relationship with current and planned distribution partners worldwide, including our primary sales channel – the retail pharmacy market. We would also be leveraging our experience in manufacturing a sophisticated optical medical device and our existing ISO 13485 quality system. As initial market feedback for the SCOUT DS system has been very positive to date, we look forward to the opportunity to contribute significantly to the ongoing success of the SCOUT DS technology. This proposed acquisition will represent another step towards Miraculins’ goal of becoming a world-class diagnostic, risk assessment and health screening company.”

    “We are excited about the proposed transaction with Miraculins, as the SCOUT DS technology would have a significant path to market and renewed opportunity for growth as a result of this relationship,” said Lisa Suennen, Chair of VeraLight Inc. “Early identification and treatment of those at risk for type 2 diabetes is one of the most important public health issues in the world today and the SCOUT can play an instrumental role in addressing this critical issue.”

    It is anticipated that definitive documentation will be executed within 45 days. Further updates will be provided upon the execution of definitive documentation. There is, however, no assurance that the parties will enter into definitive documentation or complete the transaction contemplated by the Term Sheet.

    About VeraLight

    VeraLight, headquartered in Albuquerque, New Mexico, is a venture-backed medical instrumentation company founded in 2004 to focus on non-invasive screening for type 2 diabetes. VeraLight’s product, the SCOUT DS system, is the first non-invasive diabetes screening system designed to provide a highly sensitive and convenient method for screening for pre-diabetes and type 2 diabetes based on the presence of diabetes-related biomarkers found in skin. Unlike current screening methods, a SCOUT DS test requires no blood draw, no fasting, and no waiting for a lab result. The product has been used and validated in thousands of patients around the world. For more information visit http://www.veralight.com

    About Miraculins Inc.

    Miraculins is a medical diagnostic company focused on acquiring, developing and commercializing non-invasive tests for unmet clinical needs. A significant number of promising diagnostic opportunities remain un-commercialized because of the sizable gap between the discovery stage, when research institutions are typically involved, and the commercialization stage, when the larger commercial enterprises become interested. Miraculins has direct experience in bridging this gap. The Company’s PreVu® technology is a revolutionary new coronary artery disease risk assessment technology that measures cholesterol levels in a patient’s skin non-invasively, painlessly and without the need for fasting. Miraculins is also advancing a suite of biomarkers to aid in the early detection of the devastating disease of pregnancy known as preeclampsia. The lead marker in the Company’s preeclampsia program is partnered with Alere Inc., one of the world’s largest diagnostic companies. For more information visit www.miraculins.com.

    For more information, please contact:

    Christopher J. Moreau Lisa Suennen

    President & CEO Chairman, VeraLight

    Miraculins Inc. Managing Member, Psilos Group

    Ph: 204-477-7599 Ph: 415-945-7010

    Fax: 204-453-1596 [email protected]

    [email protected]

    www.miraculins.com

    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.

    PreVu® is a registered trademark of Miraculins Inc. All Rights Reserved. 2013.

    Photo courtesy of Shutterstock.

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  • Persistence Capital Partners Sells Medvue’s Ontario Assets

    Persistence Capital Partners (PCP), a healthcare-focused private equity firm, has sold the Ontario-based clinics and other assets of its portfolio company Medvue Medical Imaging Inc., a Canadian provider of diagnostic imaging services. Acquired by PCP in 2008, Medvue’s Ontario assets were sold in a series of transactions completed in the first quarter of 2013. The buyers included regional operators KMH Labs, True North Imaging, Blue Water Imaging and Annex Medical Imaging. Medvue will continue to operate its Québec clinics.

    PRESS RELEASE

    PCP Announces Sale of Medvue’s Ontario Medical Imaging Assets

    April 4th, 2013 – Persistence Capital Partners (“PCP”), a private equity fund exclusively focused on high-growth opportunities in healthcare, is pleased to announce the sale of all the Ontario regional assets of its portfolio company Medvue Medical Imaging (“Medvue”), a leading Canadian provider of medical imaging services in Ontario and Quebec. The Ontario assets were sold in a series of transactions, completed in Q1, 2013, to 5 separate Ontario-based medical imaging providers.

    Acquired by PCP in 2008, Medvue’s Ontario business included 10 clinics providing publicly funded X-Ray, Mammography, Ultrasound, Nuclear Medicine and Bone Mineral Densitometry imaging procedures via OHIP, Ontario’s public payor system. PCP sold these assets in a series of independent transactions to leading regional medical imaging operators in Ontario, including KMH Labs, True North Imaging, Blue Water Imaging and Annex Medical Imaging. Medvue will continue to operate its Quebec clinics, providing MRI, CT, Ultrasound and X-Ray procedures.

    Commenting on the transaction, Lloyd M. Segal, Managing Partner at PCP, said, “Medvue Ontario represented a superb investment for PCP. Our team of professionals has set the standard for high quality medical imaging in Ontario and delivered excellent returns for PCP’s Limited Partners. We wish them continued success in their new associations with a set of great regional operators.”

    About Persistence Capital Partners

    Persistence Capital Partners is a private equity fund exclusively focused on high-growth opportunities in the healthcare field. With deep healthcare industry expertise, PCP aims to create significant long-term capital appreciation for its investors by identifying and developing attractive investment opportunities in the Canadian healthcare market.

    Photo courtesy of Shutterstock

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  • MidOcean and PSP Withdraw EDAC Purchase Offer

    Farmington, Connecticut-based EDAC Technologies Corp. a designer, manufacturer and servicer of precision components for aerospace and industrial applications, announced that MidOcean Partners and Public Sector Pension Investment Board had withdrawn a proposal to acquire 100% of company shares. The bid, which has been estimated to value about US$97 million, was made in March. EDAC’s board of directors continued to recommend an offer by GB Aero Engine LLC, an affiliate of the Greenbriar Equity Group.

    PRESS RELEASE

    MidOcean Partners And PSP Investments Withdraw Acquisition Proposal

    Board Continues To Recommend Greenbriar’s Offer At $17.75

    CHESHIRE, Conn., April 8, 2013 /PRNewswire/ — EDAC Technologies Corporation (NASDAQ: EDAC), a diversified designer, manufacturer and servicer of precision components for aerospace and industrial applications, today announced that on April 7, 2013, MidOcean Associates SPC, an affiliate of MidOcean Partners, and Public Sector Pension Investment Board, or PSP, informed EDAC that they were withdrawing their previously-announced unsolicited proposal to acquire all of the outstanding shares of EDAC common stock at $18.25 per share.

    As previously announced, on March 26, 2013, GB Aero Engine Merger Sub Inc. commenced a cash tender offer for all of the outstanding shares of common stock of EDAC at a price of $17.75 per share. On that same day, the board of directors of EDAC unanimously recommended that EDAC’s shareholders accept the offer by GB Aero Engine Merger Sub Inc. and tender their shares of EDAC common stock pursuant to such tender offer. On March 28, 2013, the board of directors of EDAC received MidOcean’s and PSP’s unsolicited acquisition proposal. On March 29, 2013, EDAC announced that it intended to engage in discussions with MidOcean and PSP regarding their acquisition proposal in order to more fully evaluate their proposal with a view to establishing whether it constituted a superior proposal. As a result of MidOcean’s and PSP’s withdrawal, EDAC is no longer in discussions with MidOcean and PSP regarding their acquisition proposal.

    The board of directors of EDAC continues to unanimously recommend that EDAC’s shareholders accept the offer by GB Aero Engine Merger Sub Inc. for all of the outstanding shares of common stock of EDAC at a price of $17.75 per share and tender their shares of EDAC common stock pursuant to such tender offer. The tender offer and withdrawal rights are scheduled to expire at midnight, New York City time, on Tuesday, April 23, 2013, unless extended or earlier terminated in accordance with the terms of the merger agreement.

    Stifel, Nicolaus & Company, Incorporated is serving as exclusive financial advisor and Robinson & Cole LLP and Godfrey & Kahn S.C. are serving as legal counsel to EDAC Technologies Corporation.

    About EDAC Technologies Corporation

    EDAC Technologies Corporation is a diversified manufacturing company serving the aerospace and industrial markets. In the aerospace sector, EDAC offers design and manufacturing services for commercial and military aircraft, in such areas as jet engine parts, special tooling, equipment, gauges and components used in the manufacture, assembly and inspection of jet engines. Industrial applications include high-precision fixtures, gauges, dies and molds, as well as the design, manufacture and repair of precision grinders and precision spindles, which are an integral part of machine tools found in virtually every manufacturing environment. EDAC’s core competencies include extensive in-house design and engineering capabilities, and facilities equipped with the latest enabling machine tools and manufacturing technologies. EDAC’s acquisition of EBTEC Corporation in June 2012 expanded its services to the aerospace and industrial markets to include electron beam welding, laser welding, laser cutting and laser drilling, EDM, vacuum heat treating and abrasive waterjet cutting as well as expanding its markets to include semiconductors and medical devices. The Company’s acquisition of Smith-Renaud assets in October 2012 added centerless grinding systems and custom precision spindles, completing the EDAC Machinery product line.

    Cautionary Statement Regarding Forward Looking Statements

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995; including forward-looking statements regarding the anticipated acquisition of EDAC by the Purchaser. These forward-looking statements may be identified by words such as “plans,” “seeks,” “projects,” “expects,” “believes,” “may,” “anticipates,” “estimates,” “should,” and other similar expressions. Each of these forward-looking statements are subject to risks and uncertainties. Actual results or developments may differ materially from those, express or implied, in these forward-looking statements. There are a number of important factors that may cause differences between current expectations and actual results or developments, including risks and uncertainties associated with the anticipated acquisition of EDAC. These risks and uncertainties include, among others, uncertainties as to how many of EDAC’s shareholders will tender their shares pursuant to the tender offer, the risk that competing offers will be made, and the possibility that various closing conditions to the tender offer or the subsequent merger may not be satisfied or waived, and the risk that shareholder litigation in connection with any tender offer and subsequent merger may result in significant costs of defense, indemnification and liability. Other factors that may cause EDAC’s actual results or developments to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in EDAC’s filings with the SEC, including the “Risk Factors” sections of EDAC’s periodic reports on Form 10-K and Form 10-Q filed with the SEC. All forward-looking statements in this announcement are qualified in their entirety by this cautionary statement. Unless required by law, EDAC does not undertake to update its forward-looking statements.

    Important Additional Information

    Shareholders of EDAC are urged to read the relevant tender offer documents because they contain important information that shareholders should consider before making any decision regarding tendering their shares. GB Aero Engine LLC and GB Aero Engine Merger Sub Inc. have filed tender offer materials with the SEC, and EDAC has filed a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, are available to all shareholders of EDAC at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available for free at the SEC’s website at http://www.sec.gov. In addition, shareholders are able to obtain a free copy of these documents from the Information Agent for the tender offer, Georgeson, at telephone number (800) 223-2064 or Glenn L. Purple , at EDAC Technologies Corporation, telephone number (860) 677-2603.

    In addition to the tender offer materials described above, EDAC files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by the Company at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The Company’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

    CONTACT:
    EDAC Technologies Corporation
    Glenn L. Purple
    Vice President-Finance
    860-677-2603

    SOURCE: EDAC Technologies Corporation

    Photo courtesy of Shutterstock. 

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  • Hilco UK Acquires HMV, Cites Canadian Success Story

    Restructuring and special situations firm Hilco UK has completed the acquisition of British entertainment retailer HMV Group PLC from its administrators, Deloitte. The transaction, which has been valued at £50 million (or around US$76 million) according to BBC News, includes 141 stores and 2,500 employees. Hilco said it hopes to “replicate some of the success we have had in the Canadian market with the HMV Canada business.” Hilco acquired HMV Canada Inc. in 2011.

    PRESS RELEASE

    Hilco completes acquisition of HMV

    Hilco has today completed the acquisition of the business and certain assets of HMV, the iconic entertainment retailer, from its Administrators, Deloitte.

    The business includes 141 stores, 25 of which had previously been slated for closure by the Administrators, and approximately 2,500 employees. All nine Fopp stores are also included in the purchase.

    Paul McGowan, CEO of Hilco, said: “We have spent a number of weeks negotiating revised terms with landlords and the key suppliers to the business, all of whom have been supportive of our plans to maintain an entertainment retailer on the High Street.”

    “We hope to replicate some of the success we have had in the Canadian market with the HMV Canada business which we acquired almost two years ago and which is now trading strongly. The structural differences in the markets and the higher level of competition in the UK will prove additional challenges for the UK business but we believe it has a successful future ahead of it.”

    The HMV UK business will initially be led by a Hilco team working alongside existing management. The Hilco team will be led by Ian Topping, formerly Chief Executive of the Steinhoff Group in the UK, and Henry Foster, an Investment Director at Hilco while Paul McGowan will take up the role of Chairman of the new business.

    Ian Topping commented: “This is an exciting investment for the Hilco team and we will be able to use some of the developments already progressed in Canada to restore HMV to health. We intend to reverse the earlier decisions to sell tablets and other devices in the stores and to reclaim the space for an enhanced music and visual range.”

    “The reaction of the British public to the administration of HMV shows a strong desire for the business to continue to trade and we hope to play a constructive part in delivering that.”

    Hilco has also confirmed that it is in negotiations with a number of landlords with a view to re-establishing an HMV business in the Republic of Ireland after Receivers there closed the business shortly after their appointment.

    This entry was posted on Friday, April 5th, 2013 at 9:30 am

    Photo courtesy of Shutterstock.

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