Cassel Salpeter & Co. Acts as Exclusive Financial Advisor in Sale of CORD:USE

Cassel Salpeter & Co., LLC, a middle-market investment banking firm providing merger, acquisition, divestiture and corporate finance services, represented CORD:USE Cord Blood Bank (“CORD:USE”) in its sale to Cryo-Cell International, Inc. (“Cryo-Cell”).

CORD:USE, based in Orlando, FL, is a leader in the cord blood and cord tissue banking industry. CORD:USE operates a family bank in Orlando and a public bank based out of the Duke University Medical Center in Durham, NC. Co-founded by a board-certified obstetrician, Dr. Edward Guindi, and his business partner Michael Ernst, together they assembled a world class team of experts in the field and established relationships with some of the leading obstetrical centers in the U.S. Known for their high quality, the CORD:USE banks participated in over 660 stem cell transplants since inception.

Cassel Salpeter advised CORD:USE in evaluating strategic alternatives and ran a process to contact both potential financing sources and acquirers and solicit offers for the Company. During this process, several entities tendered offers to acquire the Company. Cassel Salpeter advised CORD:USE throughout this process, which resulted in Cryo-Cell  acquiring substantially all of CORD:USE’s assets. In connection with the transaction, Cassel Salpeter provided a fairness opinion to the Board of Directors of CORD:USE. Ira Leiderman, Managing Director, Healthcare, who has years of experience helping quality, middle-market life science companies raise capital and complete mergers and acquisitions, joined Vice President Laura Salpeter in leading the Cassel Salpeter team.

CORD:USE Chief Executive Officer Dr. Edward Guindi said: “The Cassel Salpeter team was at our side throughout the transaction. They continuously advised us through the many twists and turns of the deal and their determination did not waiver. It was a pleasure to work with them.”

About Cassel Salpeter & Co.

Cassel Salpeter & Co., LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Co-founded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior professionals have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.CasselSalpeter.com.

Cassel Salpeter & Co. Secures Senior Debt Financing for Lakewood Organics

Cassel Salpeter & Co., LLC, a middle-market investment banking firm providing merger, acquisition, divestiture and corporate finance services, represented Florida Bottling, Inc. d/b/a Lakewood Organics (“Lakewood”) in securing senior debt financing from Fifth Third Bank. The financing will support numerous growth initiatives.

Lakewood, based in Miami, FL, is an independent family juice company bottling a diverse line of pure organic and premium fruit juice products. The Lakewood story began in 1935 with its founder, Fred Fuhrman, and a small fresh fruit facility in the Allapattah neighborhood of Miami from which Fred would deliver fruits and juices to the hotels on Miami Beach. From that modest beginning, Lakewood has expanded its distribution across the U.S. and dozens of countries. Fred’s son, Thomas, took over from his father in the late 1970’s and pioneered Lakewood’s trademark “Fresh Pressed” line of not-from-concentrate juices. Fred’s grandson, Scott Fuhrman, eventually took the reins from Thomas and currently serves as Chairman and Chief Executive Officer. Scott’s three daughters – Eleanor, Amelia, and Penelope – are the fourth generation of Lakewood ownership. The Fuhrman family takes great pride in being a responsible steward of the Lakewood brand, and holds true to its mission to provide the best quality juices to its customers.

Cassel Salpeter advised Lakewood in evaluating its financing options and provided assistance throughout the due diligence and closing process. Cassel Salpeter Director Philip Cassel led the assignment. Cassel has years of experience helping quality, middle-market businesses raise capital and complete mergers and acquisitions.

Lakewood’s Chairman and Chief Executive Officer Scott Fuhrman said: “I am grateful for the good advice and guidance that Cassel Salpeter provided in connection with the financing transaction. The financing will support numerous growth initiatives to capitalize on the fast-growing organic shelf space.”

About Cassel Salpeter & Co.

Cassel Salpeter & Co., LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Co-founded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior professionals have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.CasselSalpeter.com.

About Lakewood Organics  

Lakewood, based in Miami, FL, is an independent family juice company bottling a diverse line of pure organic and premium fruit juice products. The Lakewood story began in 1935 with its founder, Fred Fuhrman, and a small fresh fruit facility in the Allapattah neighborhood of Miami from which Fred would deliver fruits and juices to the hotels on Miami Beach. From that modest beginning, Lakewood has expanded its distribution across the U.S. and dozens of countries. Fred’s son, Thomas, took over from his father in the late 1970’s and pioneered Lakewood’s trademark “Fresh Pressed” line of not-from-concentrate juices. Fred’s grandson, Scott Fuhrman, eventually took the reins from Thomas and currently serves as Chairman & CEO. Scott’s three daughters – Eleanor,  Amelia, and Penelope – are the 4th generation of Lakewood ownership. The Fuhrman family takes great pride in being a responsible steward of the Lakewood brand, and holds true to its mission to provide the best quality juices to its customers.

Cassel Salpeter & Co. Represents Systems 2000, Inc in its Sale to Serent Capital

Cassel Salpeter & Co., a middle-market investment banking firm providing financial advisory services, represented Systems 2000, Inc. (“Sys2k”) in its sale to Serent Capital.  The acquisition will enable Serent Capital to broaden its portfolio of system-of-record software businesses and automobile technology investments.

The Cassel Salpeter team, led by President and Co-Founder Scott Salpeter and Vice President Marcus Wai, supported Sys2k through the closing of the transaction.

Sys2k is a SaaS business that provides a mission-critical dealership management system for the specialty vehicle market. With over 350 customers throughout the U.S. and Canada and a strong recurring revenue base, the Sys2k platform is highly regarded due to its true multi-company, multi-location system offering full DMS capabilities across all departments of a dealership.

Carl Sconnelly, Sys2k’s founder and former President and CEO said, “The Cassel Salpeter team helped guide me throughout the sales process from marketing and LOI negotiation through to due diligence and closing.  The complexity of the Transaction combined with the vigorous due diligence process was made much easier with their help and resulted in the ideal outcome for me and the Company. The support provided by the Cassel Salpeter team was invaluable and I couldn’t have asked for a better outcome.”

“It was a pleasure working with the Sys2k team to find the best fit to take the company to the next level of its growth trajectory.  We believe Sys2k to be a highly attractive investment to Serent Capital given their ownership experience with SaaS based businesses and potential synergies with their other portfolio companies,” said President and Co-Founder Scott Salpeter of Cassel Salpeter & Co.

Ira Rosner, Jordan Schneider, and Ashley Hamilton with Holland & Knight provided legal representation to Sys2k.  Carl Erhardt, Elliot Franklin, and Lori Bibb with Morris, Manning & Martin, LLP provided legal representation to Serent Capital.

About Cassel Salpeter & Co.

Cassel Salpeter & Co., LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Co-founded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior professionals have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. For more information, visit www.CasselSalpeter.com.

About Sys2k  

Sys2K is a premier provider of Powersports, Bus, Marine, Automotive, Class 8/Heavy Duty, and RV dealership software. Sys2K’s Infinity software is a fully integrated, Windows-based DMS that features modules including CRM, F&I, Parts and Service, Payroll, Accounting, Rental, Advanced Reporting, as well as offering Premium Websites, Cloud Hosting, and Mobile Apps. Founded in 1984, Sys2K prides itself in developing the highest-quality software solutions for the dealership environment. For more information, visit www.sys2k.com.

About Serent Capital

Serent Capital invests in growing businesses that have developed compelling solutions that address their customers’ needs. As those businesses grow and evolve, the opportunities and challenges that they face change with them. Principals at Serent Capital have firsthand experience at capturing those opportunities and navigating these difficulties through their experiences as CEOs, strategic advisors, and board members to successful growing businesses. By bringing its expertise and capital to bear, Serent helps growing businesses thrive. For more information on Serent Capital, visit www.serentcapital.com.

Cassel Salpeter & Co. Represents Austin-based Software Company, Trucker Path, Inc. in its Sale to Renren, Inc.

Cassel Salpeter & Co. served as exclusive financial advisor to Austin-based Trucker Path, Inc., a leading software platform for the trucking industry, on its sale to Renren, Inc. (NYSE: RENN). This deal represented Cassel Salpeter’s third technology transaction in 2017.

Trucker Path’s core product is the Trucker Path app, a trip planning companion for truck drivers, enabling a large driver community to assist each other in updating the real-time status of relevant points-of-interest on their route. It helps truckers find truck stops, available parking spots, rest areas, scales, open DOT weigh stations, truck washes and more. Expanding on the success of the Trucker Path app, Trucker Path also introduced the Truckloads app, a mobile marketplace providing freight load matching with over 3 million loads posted monthly. Currently, Trucker Path has more than 600,000 monthly active users, which represent more than 33% of all U.S. long haul truck drivers, and maintains steady organic growth. For Renren’s global business, the acquisition of Trucker Path means an entry into the transportation sector.

“We appreciated Cassel Salpeter’s timely and thorough marketing to the right potential acquirers for Trucker Path” said Ivan Tsybaev, Founder and CEO, Trucker Path. “Cassel Salpeter guided us through a competitive process and clearly articulated the acquisition alternatives to management and the Board of Directors. Cassel Salpeter continued to actively guide us through due diligence and closing.”

About Cassel Salpeter & Co.

Cassel Salpeter & Co., LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Co-founded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior professionals have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.CasselSalpeter.com.

Cassel Salpeter & Co. Represents Norquay Technology in its Sale to MPD Chemicals

Cassel Salpeter & Co., a middle-market investment banking firm providing financial advisory services, represented Norquay Technology, Inc. (“Norquay”) in its sale to MPD Chemicals (“MPD”), a portfolio company of Addison Capital Partners.  The acquisition will enable MPD to broaden its specialty chemical manufacturing capabilities.

The Cassel Salpeter team, led by President and Co-Founder Scott Salpeter and Director Philip Cassel, supported Norquay through the closing of the transaction.

Norquay is a specialty chemical manufacturer with over 30 years of expertise in providing the scale-up and production of advanced proprietary custom materials, including organometallic, inorganic and organic molecules. Norquay’s product line includes chromic, electronic, catalyst, ligand, medical adhesive and UV performance products, with a customer base that ranges from startups to large multi-national corporations.

Robert Heldt, Norquay’s founder and former CEO and now division Founder and President said, “The Cassel Salpeter team guided me through the sales process from start to finish.  They helped me understand my options and ensured this complex transaction resulted in the ideal outcome for me and the Company.  I couldn’t have asked for more from their team and the support they provided was invaluable.”

“It was a pleasure working with the Norquay team to find the best fit to continue their current growth trajectory. We believe Norquay will be accretive to the MPD Chemicals family of companies, and the partnership will provide great opportunities for both groups,” said President and Co-Founder Scott Salpeter of Cassel Salpeter & Co.

Debra Gruenstein, Michael Weiner, Michael Bookbinder, and Anne Hoover with Fox Rothschild LLP provided legal representation to Norquay.  Donald “Rocky” Thompson, Andrew Rosenthal, and Sarah Klee with Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. provided legal representation to MPD.

About Cassel Salpeter & Co.

Cassel Salpeter & Co., LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Co-founded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior professionals have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.CasselSalpeter.com.

About Norquay

Founded in 1987, Norquay’s focus is developing a product line and custom synthesis for custom proprietary products.  The Company’s niche is the demanding low volume commercialization of specific molecules for high performance applications.  Norquay brings scale-up and process optimization to reduce costs and cycle times while understanding the chemical synthesis.

About MPD Chemicals

MPD Chemicals is a US-based manufacturer of specialty chemicals with expertise in multiple technical areas including complex organic synthesis, unique monomers, polymer development, organosilicon chemistries and stable isotope labeling. The individual business units that comprise MPD are Monomer-Polymer and Dajac Labs, Silar and IsoSciences. The recent combination of these entities into a single organization allows for further development of novel materials and solutions for client application needs by leveraging the company’s cross-disciplinary expertise and operational strength when internally scaling from milligram to metric ton batches. For more information please go to www.mpdchemicals.com.

About Addison Capital Partners

Addison Capital Partners is a private equity investment firm that seeks out partnerships with owners and operators of lower middle market growth companies to provide liquidity, growth capital and management resources to grow and build exceptional enterprises.

Cassel Salpeter & Co. Represents Diversified Aero Services, Inc. (“DASI”) with Growth Capital Financing

MIAMI – October 6, 2017 Cassel Salpeter & Co., a middle-market investment banking firm providing financial advisory services, served as exclusive financial advisor and facilitated a growth capital financing for Diversified Aero Services, Inc. (“DASI”) by an undisclosed, global investment firm. The investment will enable DASI to expand its distribution platform and broaden its offerings.

Diversified Aero Services, Inc. is a leading global aircraft inventory solutions provider. For nearly 25 years, DASI has been providing comprehensive aircraft inventory support for airlines, MROs, OEMs, and distributors. DASI’s unique value proposition is exemplified by the magnitude and diversification of its inventory, combined with a focused commitment to speed, ease of use and customer service. Additionally, its e-commerce web store, which is unmatched in the industry, affords the scalability and integrated support to offer real solution flexibility and growth to its customers.

Based in Miami, Florida, with service centers in London and Singapore, DASI is a global partner, serving its customers’ parts and inventory needs in more than 140 countries. Additionally, DASI’s new Miami headquarters is a state-of-the-art, 250,000 sq. ft., warehouse and logistics center, with close proximity to Miami International Airport (“MIA”), the busiest air cargo hub in the Americas.

The Cassel Salpeter team, led by Director of Aviation Services Joseph “Joey” Smith, Vice President Marcus Wai, and Associate Laura Salpeter supported Diversified Aero Services, Inc. through the closing of the transaction. “We recognized that DASI was an institutional ready, high-growth company with a unique and defensible value proposition within the commercial aviation industry and were eager to get involved with a company of this caliber and support its next phase of growth,” Smith said. “We enjoyed working on this transaction, and believe that the creative deal structure was advantageous for all parties, and we look forward to our continued collaboration with DASI.”

Cassel Salpeter, with its headquarters in Miami, has experience providing clients in diverse industries with a range of advisory services including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization.

Rhod Gibson, DASI’s President remarked, “We greatly appreciate Cassel Salpeter’s ability to understand our needs and assist us in all aspects of the marketing, negotiations, due-diligence, and legal documentation. We are confident that this will be a long and successful relationship for all parties.”

About Cassel Salpeter & Co.

Cassel Salpeter & Co., LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Co-founded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior partners have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.CasselSalpeter.com.

About Diversified Aero Services, Inc.

Diversified Aero Services, Inc. is a leading global aircraft inventory solutions provider. For nearly 25 years, DASI has been in the business of providing comprehensive aircraft inventory support for airlines, MROs, OEMs, and distributors. Headquartered in Miami, Florida, with service centers in London and Singapore, DASI is a truly global partner, serving customers’ parts and inventory needs in more than 140 countries. For more information, please visit www.dasi.com

Cyalume Technologies Holdings, Inc. to Be Acquired by an Affiliate of Arsenal Capital Partners

FORT LAUDERDALE, Fla.–(BUSINESS WIRE)–Cyalume Technologies Holdings, Inc. (OTCQB:CYLU) (the “Company” or “Cyalume”) today announced the signing of a definitive agreement and plan of merger, pursuant to which Cyalume will be acquired by an affiliate of Arsenal Capital Partners (“Arsenal”) in an all-cash transaction. The total cash consideration to be paid by the purchaser in the transaction is $45 million, subject to certain adjustments set forth in the merger agreement, which includes the repayment of outstanding indebtedness of the Company. The deal is expected to close in September 2017, subject to the satisfaction of the closing conditions set forth in the merger agreement. Upon completion of the transaction, the management team will remain in place.

Zivi Nedivi, Cyalume President and CEO, commented “We are very pleased to announce this transaction with Arsenal, as we believe it affords us the opportunity to both deliver a return to many of our various stake holders that have supported Cyalume over the past several years and positions the Company for continued growth and future success.” Dale S. Baker, Chief Operating Officer, added “We are very excited to have Arsenal as our partner and we are confident that with their strategic and financial support we will be able to significantly accelerate our growth in the specialty chemical, pharmaceutical and medical product markets.”

Sal Gagliardo, Industry and Operations Partner at Arsenal, said “Cyalume has a strong brand and long-term relationships with blue chip customers. Given its robust portfolio of technologies, we expect that Cyalume will serve as a platform for further acquisitions in the specialty chemicals and performance polymers sector. We look forward to partnering with the Cyalume team to expand the Company’s capabilities.” Roy Seroussi, Principal at Arsenal, added “The investment in Cyalume represents an opportunity for Arsenal to leverage its industry knowledge and operating expertise in the formulated materials sector to support the Company’s strategy.”

Terms of the Agreement

Under the terms of the merger agreement, each outstanding share of Cyalume common stock and preferred stock will be converted into the right to receive an amount in cash calculated in accordance with the terms of the merger agreement, other than any shares held by stockholders who are entitled to and who properly demand appraisal rights, in each case subject to the terms and conditions of the merger agreement. Cyalume currently estimates that, if the closing of the transaction were to occur on August 31, 2017, the total amount to be paid to holders of Cyalume’s common stock would be approximately $5.8 million, or approximately $0.2081 per share of common stock. However, because this amount is based on Cyalume’s current estimates of deductions from the purchase price, including its outstanding closing indebtedness, transaction expenses, closing working capital and other amounts described in the merger agreement, and because Cyalume does not know the actual date on which the closing will occur or actual amounts of the corresponding deductions, the actual portion of the purchase price payable to holders of common stock could be different.

Stockholders affiliated with certain directors of the Company who hold the requisite percentage of Cyalume shares of voting stock to approve the transaction have executed a written consent approving the transaction, thereby providing the required stockholder approval for this transaction. As a result, no further action by other stockholders of Cyalume is required to approve the transaction, but consummation of the transaction remains subject to certain closing conditions as set forth in the merger agreement. The merger agreement was unanimously recommended by a special committee of Cyalume’s Board of Directors and was then approved by Cyalume’s full Board.

Advisors

Greenberg Traurig serves as legal counsel to Cyalume, and Cassel Salpeter & Co., LLC acts as financial advisor to the special committee of the Board of Directors of Cyalume, in connection with the transaction. DLA Piper LLP (US) serves as legal counsel to Arsenal Capital Partners in connection with the transaction.

About Cyalume Technologies Holdings, Inc.

Cyalume produces specialty chemicals, pharmaceutical components, designs and manufactures unique related products and does sub-contract manufacturing of components for use in pharmaceutical, medical, commercial and military markets. The company is headquartered in Ft. Lauderdale, FL and has manufacturing locations in West Springfield, MA and Bound Brook, NJ as well as a subsidiary, Cyalume Technologies, SAS located in Aix-en-Provence, France. The company sells to the US Military and other militaries and to major pharmaceutical and medical device companies throughout the world.

About Arsenal Capital Partners

Established in 2000, Arsenal Capital Partners is a leading New York based private equity firm that specializes in investments in middle market specialty industrials and healthcare companies. Since inception, Arsenal has raised institutional equity investment funds of approximately $3 billion. Arsenal invests in industry sectors in which the firm has significant prior knowledge and experience and seeks companies typically in the range of $100 – $500 million of initial enterprise value. The firm works with management teams to build strategically important companies with leading market positions, high growth, and high value-add. For additional information on Arsenal Capital Partners, please visit www.arsenalcapital.com.

Additional Information and Where to Find It

In connection with the proposed merger transaction, Cyalume will prepare an information statement for the stockholders of Cyalume to be filed with the Securities and Exchange Commission (the “SEC”) and will mail the information statement to its stockholders and file other documents regarding the proposed transaction with the SEC as well. Cyalume urges investors and stockholders to read the information statement when it becomes available, as well as other documents filed with the SEC with respect to the transaction, because they will contain important information. Investors and security holders will be able to receive the information statement and other documents free of charge at the SEC’s web site, http://www.sec.gov, or from Cyalume at 910 SE 17th Street, Suite 300, Fort Lauderdale, Florida 33316.

Forward Looking Statements

Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding Cyalume’s anticipated future performance, the amount to be paid to holders of Cyalume’s common stock in connection with the proposed transaction, and the expected timing of the closing of the proposed transaction. These statements often include words such as “approximately,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the expected closing date of the transaction; the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions in the merger agreement; and the outcome of potential litigation Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Cyalume’s 2016 Annual Report on Form 10-K and other filings with the SEC available at the SEC’s website (http://www.sec.gov). Although Cyalume believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Cyalume disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.

Contacts

Cyalume Technologies Holdings, Inc.
Zivi Nedivi
znedivi@cyalume.com

Steel Partners Ltd. to Acquire Remaining Outstanding Shares of Ore Holdings, Inc.

NEW YORKJuly 6, 2017 /PRNewswire/ — Steel Partners Ltd. (“Steel”) the owner of approximately 60% of the outstanding Common Stock of Ore Holdings, Inc. (“Ore”, Pink Sheets: ORXE) and all of the outstanding Series A Convertible Preferred Stock of Ore, together representing approximately 93% of the outstanding Common Stock of Ore on an as converted basis, has agreed to acquire the remaining issued and outstanding shares of Ore pursuant to a definitive Agreement and Plan of Merger (the “Merger Agreement”) entered into today by and among Ore, Steel and Ore Merger Sub, Inc., an entity controlled by Steel (the “Merger Sub”).  The Merger Agreement was unanimously approved by both a Special Committee of the Board of Directors of Ore consisting solely of an independent director and the entire Board of Directors of Ore.

Under the terms of the Merger Agreement, Merger Sub will be merged with and into Ore, with Ore surviving as a wholly owned subsidiary of Steel (the “Merger”), and all holders of outstanding Common Stock of Ore (other than Steel, and holders who properly exercise appraisal rights of Section 262 of the General Corporation Law of the State of Delaware) will receive $0.20 per share in cash for each share of Common Stock of Ore they own at the effective time of the Merger.

The Merger is subject to certain customary closing conditions, including stockholder approval, and the parties anticipate the closing of the Merger to occur within 30 days.

In evaluating the Offer, the Special Committee retained Cassel Salpeter & Co. LLC to provide financial analyses with respect to the Ore stock.  In announcing the transaction, Terry Gibson, President and Chief Executive Officer of Ore, said Ore’s Common Stock has been thinly traded and essentially illiquid and the transaction provides liquidity to Ore’s stockholders while at the same time preserving Ore’s net operating loss.

Certain statements in this press release and other statements made by Ore or its representatives that are not strictly historical facts are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 that should be considered as subject to the many risks and uncertainties that exist in Ore’s operations and business environment.  The forward-looking statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results, performance and/or achievements of Ore to differ materially from any future results, performance or achievements, expressed or implied, by the forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, and that in light of the significant uncertainties inherent in forward-looking statements, the inclusion of such statements should not be regarded as a representation by Ore or any other person that the objectives or plans of Ore will be achieved.  Ore also assumes no obligation to publicly update or revise its forward-looking statements or to advise of changes in the assumptions and factors on which they are based.

As previously reported, Ore has suspended its SEC registration and no longer provides financial or other information through SEC filings. Ore intends to continue to provide quarterly and annual financial information by posting such information on its web site, www.oreholdings.com.

To ensure the preservation of Ore’s net operating loss, Ore’s Certificate of Incorporation limits the ability of  stockholders from acquiring more than five percent of its outstanding stock.

Ore Holdings, Inc.  – Overview

Ore Holdings, Inc. is currently focused on investing in profitable operations to redeploy its working capital and maximize the use of its net operating loss carryforwards.

Terry Gibson – President, CEO & CFO (212) 520-2260

 

SOURCE Ore Holdings, Inc.

Las Olas Venture Capital Announces Investment in ReloQuest

Award-Winning Technology Considered a Breakthrough for Global Mobility Industry

MIAMI & FORT LAUDERDALE, Fla. – May 9, 2017 – Las Olas Venture Capital announces an investment in ReloQuest, the first-of-its-kind cloud-based platform that provides an independent, unbiased and fully transparent resource for global mobility clients and individuals in need of sourcing temporary housing, serviced apartments, and hotels.

“ReloQuest has all of the attributes that foretell a highly successful digital marketplace,” said Dean Hatton, one of LOVC’s Founding Partners.  “With its flexible workflow management tools, the ReloQuest platform also solves complex business coordination problems and eliminates inefficiencies.  We are very excited to partner with Darin Karp, ReloQuest Founder and CEO.”

The ReloQuest team drew from its extensive industry experience to develop the ReloQuest technology, which reflects an understanding of client needs in sourcing accommodations, quickly comparing global options, collecting data to provide customizable analytics, and proficiently managing the supply chain.

Scott Salpeter and Ranjini Chandirakanthan with investment banking firm Cassel Salpeter & Co. advised ReloQuest on the transaction.

”We appreciate Cassel Salpeter’s assistance in making introductions to the right investors and with the deal negotiations,” said Darin Karp, ReloQuest Founder and CEO. “Working with Cassel Salpeter allowed me to focus on customer success and growth while raising much needed growth capital.”

About ReloQuest, Inc.
ReloQuest is the industry leader and the only temporary housing platform that provides an independent, unbiased and fully transparent resource to global mobility clients and individuals in need of sourcing temporary housing, service apartments, and hotels, worldwide. Its award-winning technology is quickly becoming the industry standard by delivering a much-needed tool to facilitate educated decisions and provide supporting data to clients. More information is available at www.reloquest.com

About Las Olas Venture Capital
Las Olas VC is a Florida-based early stage fund that invests in startups in a variety of industries. Las Olas VC’s mission is to find outstanding entrepreneurs in non-obvious places and maximize their impact by connecting them to networks of capital, talent, and customers in well-established startup ecosystems. Dean HattonEsteban ReyesPaul Tanner and Mark Volchek are the Founding Partners of Las Olas VC. For more information visit www.lasolasvc.com

About Cassel Salpeter & Co.
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Heat Biologics Announces Agreement to Acquire Pelican Therapeutics

Acquisition brings $15.2 million CPRIT grant to fund 70-patient Phase I trial

DURHAM, N.C., March 08, 2017 (GLOBE NEWSWIRE) Heat Biologics, Inc. (“Heat”) (Nasdaq:HTBX), a leader in the development of immunotherapies designed to activate a patient’s immune system against cancer, announced that the company has entered into a definitive agreement with the holders of 75.5% of the outstanding capital stock of Pelican Therapeutics, Inc. (“Pelican”) to acquire an 80% controlling interest in Pelican.  Headquartered in Austin, Texas, Pelican is a privately held immuno-oncology company focused on developing agonists to TNFRSF25, a highly differentiated and potentially “best-in-class” T cell costimulatory receptor.

Key highlights include:

  • Pelican was the recipient of a highly competitive $15.2 million New Company Product Development Award from the Cancer Prevention and Research Institute of Texas (CPRIT), which should enable the company to advance multiple products through preclinical development and at least one program through a 70-patient Phase 1 clinical trial.  The CPRIT grant is subject to customary CPRIT funding conditions and was awarded in 2016 following a rigorous scientific and clinical evaluation process.
  • Pelican’s T cell costimulator, PTX-25, in combination with other immunotherapies, including Heat’s ImPACT and ComPACT technologies, has the potential to enhance durability of responses due to its preferential specificity to ‘memory’ CD8+ T cells.
  • Preclinical studies demonstrate PTX-25 has superior “best-in-class” costimulatory activity for CD8+ cytotoxic T cells as compared to other costimulators.

“The acquisition of Pelican aligns with our strategic focus targeting exciting immuno-oncology combinations, strengthening Heat’s portfolio in the emerging T cell activation space,” said Jeff Wolf, Heat’s Founder and Chief Executive Officer.  “Pelican’s two product candidates are transformative assets for us as there are compelling data indicating that targeting TNFRSF25 may have significant advantages over competing costimulatory receptors currently under development.  This is important because many of the leading global pharmaceutical companies are focused on T cell costimulators to enhance the effectiveness of their existing immuno-oncology therapies.”

“Pelican’s PTX-25 has the potential to dramatically improve the durability of antigen-specific immune responses due to its preferential specificity for stimulating the production of ‘memory’ CD8+ T cells,” added Jeff Hutchins, Ph.D., Heat’s Chief Scientific Officer and Senior Vice President of Preclinical Development.  “We look forward to advancing these new product candidates with synergistic combinations including Heat’s existing T cell-activating platform technologies, ImPACT and ComPACT, vastly expanding our reach within oncology and possibly beyond.”

The acquisition is contingent upon certain closing conditions, including agreements of the holders of 80% of the outstanding capital stock of Pelican, on a fully diluted basis, to participate in the acquisition and enter into a stockholders agreement with respect to their remaining Pelican shares.  As consideration for the sale of 80% of the Pelican Stock, Heat will pay the Pelican stockholders that participate in the acquisition an upfront cash payment not to exceed $500,000 and will issue an aggregate of 1,323,021 shares of Heat common stock, representing 4.99% of the outstanding shares of Heat common stock.  In addition, Heat will cause Pelican to pay certain clinical and commercialization milestone payments, royalty and sublicensing income payments, and Heat will loan Pelican amounts sufficient to pay Pelican’s transaction expenses.  Cassel Salpeter & Co. served as financial advisor to the Heat special committee and Geller Biopharm served as financial advisor to the Pelican special committee and Pelican stockholders.

The acquisition is expected to close no later than April 30, 2017, subject to applicable regulatory approvals and other customary terms and conditions.

About Pelican Therapeutics, Inc.
Pelican Therapeutics, Inc. is a privately held immuno-oncology company focused on developing agonists to TNFRSF25, a differentiated and potentially “best-in-class” T cell costimulatory receptor. TNFRSF25 has shown great promise due to its preferential specificity for stimulating the production of “memory” CD8+ T cells, the strongest predictive biomarker of clinical benefit from cancer immunotherapy. T cell costimulatory therapy, when combined with checkpoint inhibitors and other treatments, could significantly improve clinical responses for a broader range of patients. Pelican has conducted extensive preclinical studies and completed humanization of its lead monoclonal antibody, PTX-25.

About the Cancer Prevention and Research Institute of Texas (CPRIT)
Beginning operations in 2009, CPRIT has to-date awarded $1.78 billion in grants to Texas researchers, institutions and organizations. CPRIT provides funding through its academic research, prevention, and product development research programs. Programs made possible with CPRIT funding have reached all 254 counties of the state, brought more than 123 distinguished researchers to Texas, advanced scientific and clinical knowledge, and provided more than three million life-saving education, training, prevention and early detection services to Texans. Learn more at www.cprit.texas.gov.

About Heat Biologics, Inc.
Heat Biologics, Inc. (Nasdaq:HTBX) is an immuno-oncology company developing novel therapies that are designed to activate a patient’s immune system against cancer utilizing an engineered form of gp96, a protein that activates the immune system when cells die. Heat’s highly specific T cell-stimulating therapeutic vaccine platform technologies, ImPACT and ComPACT, in combination with other therapies, such as checkpoint inhibitors, are designed to address three distinct but synergistic mechanisms of action: robust activation of CD8+ “killer” T cells (one of the human immune system’s most potent weapons against cancer); reversal of tumor-induced immune suppression; and T cell co-stimulation to further enhance patients’ immune response.  Currently, Heat is conducting a Phase 1b trial with HS-110 (viagenpumatucel-L) in combination with an anti-PD-1 checkpoint inhibitor to treat patients with non-small cell lung cancer (NSCLC) and a Phase 2 trial with HS-410 (vesigenurtacel-L) in patients with non-muscle invasive bladder cancer (NMIBC).

Heat’s wholly-owned subsidiary, Zolovax, Inc., is developing therapeutic and preventative vaccines to treat infectious diseases based on Heat’s gp96 vaccine technology, with a current focus on the development of a Zika vaccine in conjunction with the University of Miami.

For more information, please visit www.heatbio.com.

Forward Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 on our current expectations and projections about future events.  In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions.  These statements are based upon current beliefs, expectations and assumptions and include statements regarding the ability of the parties to satisfy all closing conditions and consummate the Pelican transaction, and to develop Pelican’s potential products singly or in combinations with Heat’s existing product portfolio, the advantages that TNFRSF25 may have over competing costimulatory receptors currently under development, the potential of PTX-25, to enhance durability of responses due to its preferential specificity to ‘memory’ CD8+ T cells, the availability of the CPRIT grant and the potential of Heat’s ImPACT and ComPACT therapies.  These statements are based on management’s expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements, including the ability of Heat to consummate the Pelican transaction and develop its product candidates and prove them safe and efficacious, as well as results that are consistent with prior results, the ability to enroll patients and complete the clinical trials on time and achieve desired results and benefits, the company’s ability to obtain regulatory approvals for commercialization of product candidates or to comply with ongoing regulatory requirements, regulatory limitations relating to the company’s  ability to promote or commercialize its product candidates for specific indications, acceptance of its product candidates in the marketplace and the successful development, marketing or sale of products, the company’s ability to maintain its license agreements, the continued maintenance and growth of its patent estate, its ability to establish and maintain collaborations, its  ability to obtain or maintain the capital or grants necessary to fund its research and development activities, and its ability to retain its key scientists or management personnel and the other factors described in the company’s annual report on Form 10-K for the year ended December 31, 2015 and other filings with the SEC.  The information in this release is provided only as of the date of this release and the company undertakes no obligation to update any forward-looking statements contained in this release based on new information, future events, or otherwise, except as required by law.