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 YORK, July 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 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 Hatton, Esteban Reyes, Paul Tanner and Mark Volchek are the Founding Partners of Las Olas VC. For more information visit www.lasolasvc.com

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 more than 50 years of 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

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.

Cassel Salpeter & Co. Represents Boxycharm in Successful Follow-on Investment by KarpReilly

Based on Boxycharm’s Success, Connecticut Private Equity Firm Exercises Option to Increase Stake in Boxycharm

MIAMI – November 14, 2016 – Cassel Salpeter & Co., a middle-market investment banking firm, today announced that Connecticut private equity firm KarpReilly LLC has invested additional capital in Boxycharm, an option in the successful deal completed by Cassel Salpeter earlier this year. Cassel Salpeter, which provides capital-raising services as well as merger, acquisition, divestiture and corporate finance services, served as exclusive financial advisor in both deals.

The money will be used for innovative marketing programs and other initiatives to reach new subscribers for Boxycharm, a monthly beauty box subscription service providing high-end beauty and cosmetic products. The amount of the deal, which closed on October 13, is undisclosed.

“We are thankful for Cassel Salpeter’s guidance in both of these significant deals, which effectively enable us to strengthen Boxycharm’s momentum and leadership positioning,” said Joe Martin, who will continue in his role as Boxycharm’s CEO. “Cassel Salpeter identified and brought on KarpReilly, a premier PE firm behind many of the nation’s biggest and most well-known consumer brands. It was a master-stroke, as our partnership with KarpReilly was immediately off to a great start.”

The team at Cassel Salpeter was led by Director Joseph “Joey” Smith and Vice President Philip Cassel, who assisted the Miami-based Boxycharm through the closings of both transactions.

“We are pleased to continue to work with the high-caliber professionals at Boxycharm and KarpReilly and support their mutual goals of maximizing Boxycharm’s phenomenal growth potential,” Philip Cassel said.

Added KarpReilly Principal Hank Spring: “We continue to be very impressed with what Joe and his team at Boxycharm have accomplished and are excited to be able to further support him and the company in delivering value and a best-in-class experience to their customers.”

Berger Singerman attorneys Daniel Lampert, David Black and Mitchell Goldberg represented Boxycharm. Ropes & Gray attorneys Daniel Evans, Darlyn Heckman and Michael Ross represented KarpReilly.

 

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 more than 50 years of 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 Boxycharm

Boxy Charm Inc. is the premier monthly beauty box subscription service, delivering 4-5 full-size and luxury travel-size products of well-known, popular, chic, and up-and-coming cosmetic brands for only $21 per month. For more information, please visit www.boxycharm.com

 

About KarpReilly
KarpReilly, LLC, is a private investment firm, founded by Allan Karp and Chris Reilly, whose primary mission is to partner with premier small- to mid-size growth companies and help them achieve their long-term vision. KarpReilly currently manages funds and affiliates with capital commitments in excess of $500 million. Over the past 15 years, the principals of KarpReilly have invested in, sat on the boards of and nurtured over 25 growth companies. For more information, please visit www.karpreilly.com

Tecogen to Acquire American DG Energy

ne91281logoWALTHAM, Mass., Nov. 2, 2016 /PRNewswire/ — Tecogen Inc. (NASDAQ: TGEN) (“Tecogen”) and American DG Energy Inc. (NYSE MKT: ADGE) (“American DG”) today announced that their Boards of Directors unanimously approved a definitive agreement under which Tecogen will acquire all of the outstanding shares of American DG in a stock-for-stock merger. Each share of American DG common stock will be exchanged for 0.092 shares of Tecogen common stock, valuing American DG at an approximately 27% premium to the company’s most recent closing share price. The transaction creates a vertically integrated clean technology company able to offer equipment design, manufacturing, installation, financing, and long term maintenance service. The combined company will retain the Tecogen Inc. name and be led by Co-Chief Executive Officers John Hatsopoulos and Benjamin Locke.

“We are extremely pleased with this transaction and believe that over time it will create significant value for shareholders. I’d like to thank the independent special committees of the boards of both companies for their diligent work to bring this deal to fruition,” said John Hatsopoulos, co-founder, co-CEO, and director of both Tecogen and American DG.

Transaction Rationale and Highlights

  • Competitive Advantage– Bringing American DG under the Tecogen umbrella allows Tecogen to offer a cost-free-installation option to customers without access to financing, sufficient capital on hand, or for those who may not be interested in owning and maintaining the equipment – creating a vertically integrated clean technology company better able to compete with other distributed generation peers offering in-house financing arrangements.
  • Stable Revenue Base –On a combined basis, approximately half of total company annual revenue is initially expected be from stable, long-term contracted sources (Tecogen Service revenue and American DG Energy revenue). This revenue base will provide a reliable funding source for both operating expense and growth initiatives while also making the combined company’s revenue profile more predictable, reducing the revenue volatility caused by somewhat cyclical equipment sales and installations.
  • Growth Potential –Shareholders of the combined company will benefit from Tecogen’s ongoing growth initiatives and joint venture interests, including automotive emissions control joint venture Ultra Emissions Technologies Ltd. (“ULTRATEK”) and cogeneration joint venture TTcogen LLC.
  • Cost Savings– The combined companies expect to benefit from approximately $1 million of general and administrative cash savings as duplicative functions are eliminated.

Upon closing of the transaction, Tecogen shareholders are expected to own approximately 81% and American DG shareholders are expected to beneficially own approximately 19% of the combined company.  The stock-for-stock transaction is intended to be structured such that it is tax-free to shareholders.

Approvals and Timing
Completion of the transaction is subject to satisfaction of customary closing conditions and the approval of shareholders of both companies.  No voting agreements have been entered into in connection with the transaction, and there are no lock-up agreements, no-shop covenants or termination fees contained in the merger agreement.  The transaction is expected to close in the first half of 2017.

Advisors
Scarsdale Equities issued a fairness opinion to the Special Committee of the Board established by Tecogen Inc. in connection with the transaction, and White, White and Van Etten, P.C. are acting as the Special Committee’s legal counsel.  Cassel Salpeter & Co. is acting as financial advisors to the Special Committee of the Board established by American DG Energy Inc. and Gennari Aronson, LLP is acting as legal counsel to the American DG Special Committee.

Conference Call and Webcast
Tecogen and American DG will take questions regarding this transaction on their third quarter 2016 earnings conference calls hosted Thursday, November 10, 2016. For information about the conference calls please visit:

For Tecogenhttp://investors.tecogen.com/webcasts or http://investors.tecogen.com/2016-10-12-Tecogen-Schedules-Earnings-Release-and-Conference-Call-for-Third-Quarter-2016-Results.

For American DG http://investors.americandg.com/webcast or http://investors.americandg.com/2016-10-14-C-O-R-R-E-C-T-I-O-N-American-DG-Energy-Inc.

About Tecogen
Tecogen® Inc. designs, manufactures, sells, installs, and maintains high efficiency, ultra-clean, cogeneration products including natural gas engine-driven combined heat and power, air conditioning systems, and high-efficiency water heaters for residential, commercial, recreational and industrial use. The company is known for cost efficient, environmentally friendly and reliable products for energy production that, through patented technology, nearly eliminate criteria pollutants and significantly reduce a customer’s carbon footprint.

In business for over 20 years, Tecogen has shipped more than 2,300 units, supported by an established network of engineering, sales, and service personnel across the United States. For more information, please visit www.tecogen.com  or contact us for a free Site Assessment.

Tecogen, InVerde, Ilios, Tecochill, Ultera, and e+, are registered trademarks or trademark pending registration of Tecogen Inc.

About American DG Energy
American DG Energy supplies low-cost energy to its customers through distributed power generating systems. We are committed to providing institutional, commercial and small industrial facilities with clean, reliable power, cooling, heat and hot water at lower costs than charged by local utilities – without any capital or start-up costs to the energy user – through our On-Site Utility energy solutions. American DG Energy is headquartered in Waltham, Massachusetts. Learn more about how American DG Energy reduces energy costs at www.americandg.com or follow us on Facebook and Twitter.

Additional Information about the Proposed Transaction and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval.  In connection with the proposed transaction, Tecogen and American DG will prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to the merger.  INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, THESE ITEMS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by Tecogen and American DG with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov.  Copies of the documents filed by Tecogen with the SEC will also be available free of charge on Tecogen’s website at www.tecogen.com and copies of the documents filed by American DG with the SEC are available free of charge on American DG’s website at www.americandg.com.

Tecogen, American DG and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Tecogen’s and American DG’s shareholders in respect of the proposed transaction.  Information regarding Tecogen’s directors and executive officers can be found in Tecogen’s definitive proxy statement filed with the SEC on May 5, 2016.  Information regarding American DG’s directors and executive officers can be found in American DG’s definitive proxy statement filed with the SEC on May 13, 2016.  Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SECin connection with the proposed transaction if and when they become available.  These documents are available free of charge on the SEC’s website and from Tecogen and American DG, as applicable, using the sources indicated above.

Cautionary Language regarding Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements regarding Tecogen’s, American DG’s or their respective separate or combined future financial position, results of operations, cash flows, funds from operations, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, merger integration, growth opportunities, dispositions, plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions or the negative form of the same are forward-looking statements.  Such forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from the companies’ expectations.  Neither Tecogen nor American DG undertakes a duty to update such forward-looking statements, which speak only as of the date on which they are made.

Tecogen’s and American DG’s actual future results and trends may differ materially depending on a variety of factors discussed in their filings with the SEC.  These factors include without limitation: (a) the satisfaction of the conditions to closing the transaction in the anticipated timeframe or at all; (b) the failure to obtain necessary regulatory and stockholder approvals; (c) the ability to realize the anticipated benefits of the transaction; (d) the ability to successfully integrate the businesses; (e) disruption from the transaction making it more difficult to maintain business and operational relationships; (f) the negative effects of this announcement or the consummation of the proposed transaction on the market price of Tecogen’scommon stock; (g) significant transaction costs and unknown liabilities; (h) litigation or regulatory actions related to the proposed transaction; (i) the ability and willingness of each company’s customers to meet and/or perform their obligations under their respective contractual arrangements with the company; (j) the ability of each company to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing debt instruments; (k) each company’s success in implementing its business strategy; (l) the nature and extent of future competition and technology developments; (m) the extent of future or pending regulation of the energy sector; (f) the future cost and trends in electricity prices from utilities and other sources; (n) changes in general economic conditions and/or economic conditions in the markets in which each company may, from time to time, compete and the effect of those changes on the company’s revenues and its ability to access the capital markets or other sources of funds; and (o) each company’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due.  Many of these factors are beyond the control of the companies and their management.

Cassel Salpeter & Co. Represents Reservations.com with Capital Raise

MIAMI & ORLANDO, Fla.– Cassel Salpeter & Co., a middle-market investment banking firm providing financial advisory services, represented Reservations.com in a capital raise. The investment enables the company to continue to expand its business and online hotel booking platform.

“We appreciate the Cassel Salpeter team’s ability to secure the necessary capital to take our rapidly growing company to the next level”

Reservations.com is an Orlando-based provider of online booking services for more than 150,000 hotels across the United States and worldwide.

The Cassel Salpeter team, led byPhilip Cassel, identified and approached Versant Funding LLC, which provided the capital. Cassel Salpeter assisted Reservations.com through the closing of the transaction.

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.

“We appreciate the Cassel Salpeter team’s ability to secure the necessary capital to take our rapidly growing company to the next level,” said Yatin Patel, co-founder of Reservations.com. “This capital will enable us to strengthen our business, expand our global roster of hotels, and implement a strategic digital marketing program. It also enables us to secure additional capital in the coming years from Versant Funding that will further strengthen our business operations.”

About Reservations.com

Reservations.com is one of the fastest-growing hotel reservation platforms helping millions of travelers per month easily search and book hotel reservations for top destinations worldwide. Reservations.com (https://www.reservations.com) aims to provide the latest technology, information and features to help travelers research and book hotels on Reservations.com website or over the phone. Travelers can save big with the best hotel room deals available online including group discounts (http://groups.reservations.com). Reservations.com offers excellent customer support including a 24/7 reservations help desk.

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.

Cassel Salpeter & Co. Represents Lang Group in its Sale to IG Design Group

MIAMI – August 18, 2016 – Cassel Salpeter & Co., a middle-market investment banking firm providing financial advisory services, represented Lang Companies in its sale to IG Design Group plc (formerly International Greetings plc).

Lang is a design-led supplier of high-quality branded consumer indoor and outdoor home and lifestyle products. IG is one of the world’s leading designers, innovators and manufacturers of gift packaging and greetings, social expression giftware, stationery and creative play products.

“We appreciate Cassel Salpeter’s deep understanding of our company, our industry, and what it takes to get a deal done,” said Alan Patrick, former CEO of Lang. “This deal is an important strategic move that will bring significant benefit to both companies, including an enhanced ability to meet our customers’ growing needs while providing both companies synergies in management, sourcing and cross-selling.”

The Cassel Salpeter team was led by James Cassel, chairman, and Philip Cassel, vice president.

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.

Operating under three brands – Lang, Wells St., and Turner Licensing – Lang’s products include design-led giftware and gift calendars, with licenses such as NBA and NFL. The business has revenue streams with a complementary range of customer channels and live trading relationships with many U.S.-based national chains and more than 3,000 specialty gift stores. Additionally, Lang has established a direct-to-consumer sales channel through its own website and catalogs with more than 150,000 direct customers.

Jeffrey D. Cunningham with Seyfarth Shaw LLP provided legal representation to IG Design Group. Hayley Smith and Corey Fox with Kirkland & Ellis LLP provided legal representation to Lang.

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.

Cassel Salpeter & Co. Represents Avenger Flight Group with Growth Capital Financing

MIAMI – June 6, 2016 – 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 Avenger Flight Group. The investment will enable the company to expand its services and geographic reach.

Avenger is a South Florida-based provider of commercial aviation simulation and training services to domestic and international airlines, using state-of-the-art simulators located in strategically convenient locations including: Fort Lauderdale; Las Vegas; Mexico City; and now Dallas.

The Cassel Salpeter team, led by Director Joseph “Joey” Smith and Vice President Marcus Wai, identified and approached Patriot Capital and Seacoast Capital, the private equity firms that provided the capital. Cassel Salpeter assisted Avenger through the closing of the transaction.

“We recognized that Avenger is a high-growth company in a unique and defensible sector 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 with Avenger, Patriot, Seacoast and their excellent deal teams, and we look forward to our future collaboration.”

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.

“We greatly appreciate Cassel Salpeter’s ability to understand our needs and move quickly to address them by finding the type of strategic partners we wanted: ones that would offer more than just capital,” said Avenger President and Founder Pedro Sors. “Patriot and Seacoast were able to quickly grasp the passion and vision for the future of the company. We are confident that this will be a long and successful relationship for all parties.”

The Patriot team was comprised of Managing Director Daniel Yardley, Senior Principal Charles Bryan, and Associate Jonathan Cope. “Patriot is excited to partner with Pedro and the Avenger team,” Yardley said. “We are very impressed with what they have been able to accomplish by focusing on delivering a best-in-class experience to their aviation partners and look forward to supporting them in their continued growth.”

Added Seacoast Partner Thomas Gorman: “Pedro Sors and his team at Avenger have built a unique and promising company that provides a critical service to the domestic and international commercial aviation industry and flight training community.” The Seacoast team was comprised of Partner Thomas Gorman and Associate David Romagnoli.

Salazar Jackson, LLP, Partner Linda Jackson supported Elsa Gagnon, Avenger Flight Group’s Vice President & General Counsel, in the transaction. John Evans and Chris Fowler of Moore & Van Allen PLLC represented Patriot Capital and Seacoast 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 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 Avenger Flight Group

Avenger Flight Group is a provider of commercial aviation simulation and training. Avenger provides simulation training to domestic and international airlines using state of the art simulators located in strategically convenient locations in Ft. Lauderdale, Las Vegas, Mexico City and now Dallas, Texas. Avenger also provides classroom training for trainers and pilots. The company is led by an experienced management focused on meeting specific customer requirements in an environment dedicated to exceeding and surpassing all expectations.      For more information, please visitwww.afgsim.com

About Patriot Capital

Patriot Capital is a leading source of growth capital for middle market companies seeking to finance business expansion, acquisitions, management buyouts or balance sheet recapitalizations. Patriot senior deal professionals each have more than 20 years of diverse corporate finance experience, providing companies with capital and seasoned business judgment for transactions. Patriot Capital utilizes a disciplined investment strategy developed over many years that focuses on capital preservation, consistent earnings growth and income generation. Patriot Capital has invested in and managed companies successfully through varying periods of economic expansion and contraction. Patriot understands and employs successful strategies and tactics needed to guide our companies through these periods.

For more information, please visit www.patriot-capital.com

About Seacoast Capital

Seacoast Capital invests mezzanine and equity capital in small, growing companies led by strong, entrepreneurial management teams. Seacoast invests in high quality U.S. businesses that are market leaders in our target industrial sectors of manufacturing, distribution, business services and industrial technologies. The investment opportunity may be an acquisition, management buyout or internal growth. Seacoast has a particular interest in companies located in underserved urban and rural markets. In all cases, Seacoast partners with managers who have proven track records and significant equity stakes. With over $300 million of funds under management and over 50 investments since 1994, Seacoast Capital is among the nation’s leading mezzanine investors in our target small company sector. Seacoast’s demonstrated ability to respond quickly and offer value beyond dollars makes Seacoast Capital an excellent financial partner. For more information, please visit www.seacoastcapital.com

Cassel Salpeter & Co. Adds Noted Healthcare Investment Banker Ira Z. Leiderman as Managing Director, Healthcare

MIAMI – May 23, 2016 – Cassel Salpeter & Co., a middle-market investment banking firm providing financial advisory services, has added Ira Z. Leiderman as Managing Director. Leiderman is noted as a highly experienced healthcare investment banker and executive.

Cassel Salpeter’s advisory services include: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. At the firm, Leiderman will utilize his extensive expertise and relationships within the healthcare and life sciences investment banking and U.S. capital markets to further clients’ goals.

“Ira is a skilled healthcare investment banker with a wealth of experience and insight that will bring significant value to our clients and our firm’s growing healthcare practice,” said James Cassel, chairman and co-founder of Cassel Salpeter. “Cassel Salpeter will continue to expand in response to the increased demand for our healthcare industry expertise.”

Prior to joining Cassel Salpeter, Leiderman was the founder and managing partner of Long Trail Advisors, a life sciences advisory firm and mergers and acquisitions boutique. Ira also served as the co-head of Ladenburg Thalmann & Co.’s Healthcare Group, headed the Healthcare Group at Punk Ziegel, and served on the firm’s management committee. He also served as a member of The Palladin Group, an investment-management firm where he oversaw investment transactions in public and private life sciences companies. He joined Palladin after leading the healthcare practice at Gerard Klauer Mattison (now part of BMO).

Throughout his career, Leiderman has successfully led numerous transactions, including mergers and acquisitions, private placements, public offerings, follow-on financings, and valuations. He has conducted strategic advisory work for companies in the healthcare and life sciences sectors. His experience also includes providing guidance on investments in healthcare and life sciences companies in the United States, Europe, and Israel.

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.