Archive for 'Merrill Lynch'

Bank of America Lawsuit Nearing Deadline

Only 10 days remain before the Nov. 22, 2011, lead plaintiff deadline in a case filed against Bank of America (NYSE: BAC) (“BAC”) alleging the bank misled investors regarding a $10 billion claim by American International Group (NYSE: AIG).

According to the lawsuit, BAC, Merrill Lynch & Co. and Countrywide Financial sold $28 billion in mortgage-backed securities to AIG. After analyzing data from hundreds of thousands of loans, in Jan. 2011 AIG allegedly informed BAC that it felt the risk of the securities had been misrepresented and was prepared to sue the banking giant for more than $10 billion.

AIG finally filed a lawsuit against BAC on Aug. 8, 2011, following months of reported negotiations. On the news, BAC shares fell sharply, losing 20 percent of their value.

Investors with losses over $500,000 who purchased Bank of America common stock during the class period, from Feb. 25, 2011, to Aug. 5, 2011, are encouraged to contact Partner Reed R. Kathrein, who is leading Hagens Berman’s investigation. Reed R. Kathrein can be reached at (510) 725-3000 or via email at BACSecurities@hbsslaw.com.

The lawsuit centers around claims that BAC failed to fully disclose the risks of a pending legal battle with AIG.

Individuals with direct non-public information that may help advance the investigation are encouraged to contact the firm. The SEC recently finalized new rules as part of its implementation of the whistleblower provisions in the Dodd-Frank Wall Street Reform Bill. The new rules protect whistleblowers from employer retaliation and allow the SEC to reward those who provide information leading to a successful enforcement with up to 30 percent of the recovery.

Investors can also learn more about this investigation at www.hbsslaw.com/BACsecurities.

About Hagens Berman

Seattle-based Hagens Berman Sobol Shapiro LLP is an investor-rights class-action law firm with offices in 10 cities. The National Law Journal has rated Hagens Berman as one of the top plaintiffs’ firms in the country five times. More information about the firm is available at www.hbsslaw.com, and the firm’s securities law blog is at www.meaningfuldisclosure.com.

Media Contact: Mark Firmani, Firmani + Associates Inc., 206.443.9357 or mark@firmani.com

Web Site: http://www.hbsslaw.com

Uzurp.com offers new database of Financial Advisors and Registered Reps of Broker Dealer wire houses and independent BDs.

Uzurp announces the official launch of their new Financial Advisor database. The new database makes it easy to research and contact financial advisors and registered reps of broker dealer wire house firms and independent BDs.

“Whether you’re looking for Merrill Lynch, Wells Fargo, LPL, UBS, or all the rest, our new Financial Advisor database is extremely comprehensive,” explains Christopher Joyce, CEO of Uzurp Inc. “Like all our products, the new database is affordable and easy to use.”

The Financial Advisor Registered Representative database provides complete financial advisor information for all major and independent broker dealers including details, license information, location, education, groups, and of course full email information, all easily usable and fully downloadable. Throughout the past year, the Uzurp databases have been helpful to a wide range of businesses ranging from software, compliance, and recruiting, to public relations, securities attorneys, mutual funds and hedge funds .

With the introduction of the Financial Advisor Registered Rep database, Uzurp.com now has three main products, including the Registered Investment Advisor (RIA database) and the Broker Dealer database (BD Database). The Registered Investment Advisor database includes updated and in-depth information on more than 36,000 RIA firms. The Broker Dealer database features detailed information about more than 5,000 Broker Dealers across the country. Databases are accessible for only $999 per year making it a more affordable way for businesses to provide their team with access to this valuable information.

The benefits of using the new Financial Advisor Registered Representative database is that searches can now be filtered by over 140 different specific criteria, such as geographic location, amount of assets under management, type of organization, type of compensation, advisory activities, and more. Users also gain access to information for contacting key officers, owners, and decision-makers directly including email addresses.

The Financial Advisor, RIA, and BD databases are designed to be user-friendly, allow mobile downloads, and provide unlimited “cloud” usage. There is also free technical support and a discount for multiple users.

“Over the past year, a lot of companies have turned to Uzurp.com to obtain Registered Investment Advisor and Broker Dealer information,” adds Joyce. “That’s because when you compare Uzurp to others, people can see ours is affordable, comprehensive, and a much greater value. With over 100,000 contacts, we know Uzurp is the most comprehensive and the best value.”

“If you’re looking for Financial Advisors and Registered Reps, Registered Investment Advisors, or Broker Dealers, Uzurp.com offers a wealth of information,” adds Joyce. “Considering the price on our products, the return on investment can’t be beat.”

About Uzurp:
Uzurp Inc., based in Wilmington, Del., is a company that specializes in providing easy and affordable access to the Financial Advisor Registered Rep database as well as the Registered Investment Advisor database, and the Broker Dealer database. Their RIA database includes more than 36,000 RIA Firms and 100,000 contacts. The Broker Dealer database has over 5,000 Broker Dealer firms. Both can be accessed for a fraction of what their competitors typically charge. Uzurp Inc. is a Joyce Co company. To learn more about Uzurp, visit the website at http://www.uzurp.com.

About Joyce Co:
Joyce Co., based in Wilmington, Del., is a business development company specializing in identifying revolutionary ideas and turning them into successful start-up companies. To learn more about Joyce Co, visit the site at http://www.joyceco.com.

 

Hagens Berman today announced that it is continuing to advance its investigation of Bank of America (NYSE: BAC) (“BAC”) after a lawsuit was filed alleging that the banking giant failed to disclose the risk associated with a $10 billion lawsuit threat from American International Group (“AIG”) (NYSE: AIG) to investors.

Institutional investors and others who purchased Bank of America common stock between February 25, 2011, and August 5, 2011 (the “Class Period”), are encouraged to contact the firm. The deadline to move the court for lead plaintiff is November 22, 2011.

According to the lawsuit, BAC, Merrill Lynch & Co. and Countrywide Financial sold $28 billion in mortgage-backed securities to AIG. In January 2011, after analyzing data from hundreds of thousands of loans, AIG reportedly informed the bank that it felt the risk of the securities had been misrepresented and was prepared to sue the banking giant for more than $10 billion.

Following months of reported negotiations, AIG filed suit against BAC on August 8, 2011. BAC shares fell sharply, losing 20 percent of their value. Hagens Berman’s investigation centers around claims that BAC failed to fully disclose the risks of a pending legal battle with AIG.

“It appears clear that Bank of America knew for quite a while that negotiations with AIG were at an impasse,” said Reed R. Kathrein, Hagens Berman partner. “A potential $10 billion issue is material to most companies. How BofA failed to mention it in quarterly and earnings reports is baffling to investors.”

Reed R. Kathrein, who is leading the firm’s investigation, can be reached at (206) 623-7292 or via email at BACSecurities@hbsslaw.com. Investors can also learn more about this investigation at www.hbsslaw.com/BACsecurities.

Individuals with direct non-public information that may help advance the investigation are also encouraged to contact the firm.

The SEC recently finalized new rules as part of its implementation of the whistleblower provisions in the Dodd-Frank Wall Street Reform Bill. The new rules protect whistleblowers from employer retaliation and allow the SEC to reward those who provide information leading to a successful enforcement with up to 30 percent of the recovery.

About Hagens Berman

Seattle-based Hagens Berman Sobol Shapiro LLP is an investor-rights class-action law firm with offices in ten cities. The National Law Journal has rated Hagens Berman as one of the top ten plaintiffs’ firms in the country four out of the last five years. More information about the firm is available at www.hbsslaw.com, and the firm’s securities law blog is at www.meaningfuldisclosure.com.

Media Contact: Mark Firmani, Firmani + Associates Inc., 206.443.9357 or mark@firmani.com

http://www.hbsslaw.com

Capital One (NYSE: COF) Puts Up 40 Million Shares

Capital One (NYSE: COF) Puts Up 40 Million Shares-Image by Robert Scoble via Flickr

Capital One Financial Corporation (NYSE: COF) today announced that it has priced a public offering of 40 million shares of its common stock at a per share price of $50.00, which will be subject to the forward sale agreements described below. Barclays Capital, Morgan Stanley, BofA Merrill Lynch and J.P. Morgan are acting as book-running managers for the offering. Capital One also has granted the underwriters a 30-day option to purchase an additional 6 million shares of common stock from Capital One at the same price to cover any over-allotments. Any shares purchased pursuant to the underwriters’ option to purchase additional shares are not subject to the forward sale agreements. The offering is expected to close on July 19, 2011, subject to customary closing conditions. Capital One intends to use the net proceeds received upon settlement of the forward sale agreements and any exercise of the over-allotment option to fund a portion of its previously announced acquisition of ING Direct.

In connection with the offering of its common stock, Capital One entered into forward sale agreements with Barclays Capital and Morgan Stanley, whom we refer to as the forward purchasers. The forward purchasers or their affiliates have agreed to borrow and sell to the public, through the underwriters, shares of Capital One’s common stock. The settlement of the forward sale agreements is expected to occur no later than approximately seven months following the date of the common stock offering. Capital One expects to settle the forward sale agreements entirely by the physical delivery of shares of its common stock unless, subject to certain conditions, it elects cash or net share settlement for all or a portion of its obligations under the forward sale agreements.

The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Copies of the prospectus supplement and the base prospectus relating to these securities may be obtained from (i) Barclays Capital Inc. by calling 1-888-603-5847, by mail at Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by e-mail, at Barclaysprospectus@broadridge.com, or (ii) Morgan Stanley & Co. LLC, by calling 1-866-718-1649, by mail at Morgan Stanley Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Dept., or by e-mail at prospectus@morganstanley.com, Telephone: (866) 718-1649.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of the common stock or any other security of Capital One, nor shall there be any sale of the common stock in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-looking statements

The company cautions that its current expectations in this release dated July 13, 2011, and the company’s plans, objectives, expectations, and intentions, are forward-looking statements which speak only as of the date hereof. The company does not undertake any obligation to update or revise any of the information contained herein whether as a result of new information, future events or otherwise. Actual results could differ materially from current expectations due to a number of factors, including, but not limited to: general economic conditions in the U.S., the U.K., Canada or the company’s local markets, including conditions affecting consumer income, confidence, spending, and savings which may affect consumer bankruptcies, defaults, charge-offs, deposit activity, and interest rates; financial, legal, regulatory, tax or accounting changes or actions, including the impact of the Dodd-Frank Act and the regulations promulgated thereunder; developments, changes or actions relating to any litigation matter involving the company; increases or decreases in interest rates; the success of the company’s marketing efforts in attracting or retaining customers; changes in the credit environment; increases or decreases in the company’s aggregate loan balances or the number of customers and the growth rate and composition thereof; the level of future repurchase or indemnification requests the company may receive, the actual future performance of mortgage loans relating to such requests, the success rates of claimants against the company, any developments in litigation and the actual recoveries the company may make on any collateral relating to claims against it; changes in the reputation of or expectations regarding the financial services industry or the company with respect to practices, products, or financial condition; any significant disruption in the company’s operations or technology platform; the company’s ability to execute on its strategic and operational plans; changes in the labor and employment market; competition from providers of products and services that compete with the company’s businesses; the possibility that regulatory and other approvals and conditions to the ING Direct acquisition are not received or satisfied on a timely basis or at all; the possibility that modifications to the terms of the ING Direct acquisition may be required in order to obtain or satisfy such approvals or conditions; changes in the anticipated timing for closing the ING Direct acquisition; difficulties and delays in integrating the company’s and ING Direct’s businesses or fully realizing projected cost savings and other projected benefits of the ING Direct acquisition; business disruption during the pendency of or following the ING Direct acquisition; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; diversion of management time on issues related to the ING Direct acquisition; and changes in asset quality and credit risk as a result of the ING Direct acquisition. A discussion of these and other factors can be found in the company’s annual report and other reports filed with the Securities and Exchange Commission, including, but not limited to, the company’s report on Form 10-K for the fiscal year ended December 31, 2010.

About Capital One

Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A. and Capital One Bank (USA), N.A., had $126.1 billion in deposits and      $199.8 billion in total assets outstanding as of June 30, 2011. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients. Capital One, N.A. has approximately 1,000 branch locations primarily in New York, New Jersey, Texas, Louisiana, Maryland, Virginia, and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index.

http://www.capitalone.com

Guess?, Inc. (NYSE: GES) Secures $200 Million

Guess?, Inc. (NYSE: GES) today announced that it has entered into a five-year $200 million secured revolving credit facility with a global and strategic syndicate of banks led jointly by J.P. Morgan Securities LLC and Bank of America Merrill Lynch. This new credit facility, which includes an additional $100 million accordion feature, replaces the Company’s existing $85 million revolving line of credit which was scheduled to mature September 30, 2011.

Commenting on the announcement, Maurice Marciano, Chairman of the Board, stated, “The favorable terms of the new facility capitalize on the Company’s solid financial position and our consistent track record of strong performance.  We have assembled a premier group of banks with a presence in all the major markets of the world where we operate and we value their continued support as they have all been key relationships for the Company.”

Mr. Marciano continued, “Our credit facility, combined with the Company’s operating cash flows and strong balance sheet and cash position, provide us the platform to access well over $1 billion of potential capital to pursue our global expansion efforts and any other opportunities.”

At the time of closing, there were no borrowings due under the prior credit facility other than normal letter of credit obligations.

Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, footwear and other related consumer products.  Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world.  As of April 30, 2011, the Company directly operated 484 retail stores in the United States and Canada and 202 retail stores in Europe, Asia and Latin America.  The Company’s licensees and distributors operated an additional 735 retail stores outside of the United States and Canada.  For more information about the Company, please visit www.guess.com.

Except for historical information contained herein, certain matters discussed in this press release, including statements concerning the Company’s global expansion strategies, strategic growth opportunities, and potential access to capital, are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are only expectations, and involve known and unknown risks and uncertainties, which may cause actual results in future periods to differ materially from what is currently anticipated.  Factors which may cause actual results in future periods to differ materially from current expectations include, among other things: domestic and international economic conditions, including economic and other events that could negatively impact consumer confidence and discretionary consumer spending and result in increasingly difficult competitive conditions; our ability to, among other things, anticipate consumer preferences, protect our brand image, effectively operate our various retail concepts, manage inventories, address potential increases to product costs and successfully execute our strategies, including our supply chain and international growth strategies; and risks associated with changes in economic, political, social and other conditions affecting our global operations, including currency fluctuations and global tax rates.  In addition to these factors, the economic, technology, management, litigation-related and other risks identified in the Company’s most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission, including but not limited to the risk factors discussed therein, could cause actual results to differ materially from current expectations.

Contact: Guess?, Inc.
Maili Bergman
VP Investor Relations
(213) 765-5578

http://www.guess.com

Chiquita Brands (NYSE: CQB) to Restructure Loan

Chiquita Brands (NYSE: CQB) to Restructure Loan-Image via Wikipedia

Refinancing Includes Proposed New Term Loan and Tender Offer for a Portion of its 8 7/8% Senior Notes due 2015

Chiquita Brands International, Inc. (NYSE: CQB) today announced that it has commenced a refinancing of a portion of its existing indebtedness, including its 8 7/8% Senior Notes due 2015 and existing Senior Credit Facility. As part of the refinancing, the company has commenced a cash tender offer (the “Offer”) for $100 million of approximately $177 million outstanding aggregate principal amount of its 8 7/8% Senior Notes due 2015 (CUSIP No. 170032AS5) (the “Notes”). The terms of the Offer are described in the Offer to Purchase, dated June 27, 2011 (the “Offer to Purchase”), and a related Letter of Transmittal (the “Letter of Transmittal”), which are being sent to holders of Notes.

The Offer is being conducted in connection with the company’s efforts to enter into a new senior credit facility which is expected provide for a new $250 million term loan and a $150 million revolving credit facility to replace its existing revolving line of credit. The net proceeds from the new term loan will be used to refinance the approximately $155 million that will then be outstanding under the company’s current term loan and to fund, together with available cash, the purchase of the tendered Notes that are accepted for purchase pursuant to the Offer.

Holders must validly tender and not validly withdraw their Notes prior to the early tender deadline of 5:00 p.m., New York City time, on July 11, 2011, unless extended (the “Early Tender Deadline”), in order to be eligible to receive the “Total Consideration.” The Total Consideration will equal $1,033.33 per $1,000 principal amount of Notes, which includes an early tender payment of $10 per $1,000 principal amount of Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for the Notes.

The Offer expires at 8:00 a.m., New York City time, on July 26, 2011 unless extended (the “Expiration Date”). Holders who validly tender their Notes after the Early Tender Deadline but on or prior to the Expiration Date shall be eligible to receive the “Tender Offer Consideration” equal to $1,023.33 per $1,000 principal amount of Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for the Notes. Holders of Notes tendered after the Early Tender Deadline will not be eligible to receive the early tender payment.

The Early Tender Deadline and the Expiration Date may be extended, and the company may withdraw or not complete the Offer. Except in certain circumstances, Notes tendered may not be withdrawn after 5:00 p.m., New York City time, on July 11, 2011.

The aggregate principal amount of Notes purchased in the Offer will be subject to proration and other terms set forth in the Offer to Purchase. If the aggregate principal amount of Notes tendered exceeds $100 million, the sum of each holder’s validly tendered Notes accepted for purchase will be determined by multiplying each holder’s tender by the proration factor, and rounding the product to the nearest $1,000. The proration factor will be determined by the company as soon as practicable after the Expiration Date and announced by press release or other permitted means.

The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, the receipt by the company of net proceeds from one or more debt financings, which may include the new senior secured credit facility, that together with $12 million of available cash are sufficient to pay the total consideration (including the early tender payment) for the tender of at least $100 million aggregate principal amount of Notes plus estimated fees and expenses relating to the Offer.

The company’s obligations to accept any Notes tendered and to pay the consideration for them are set forth solely in the Offer to Purchase and the Letter of Transmittal. There can be no assurance that the company will consummate one or more new debt financings or that the proceeds therefrom, when combined with the company’s other available funds, will be sufficient to pay the total consideration in connection with the Offer.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase and the Letter of Transmittal. Subject to applicable law, the company may amend, extend, waive conditions to or terminate the Offer, including to increase the principal amount of Notes it may accept.

The Company has engaged BofA Merrill Lynch and Barclays Capital as the dealer managers for the Offer. Persons with questions regarding the Offer should contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 388-9217 (collect) or Barclays Capital at (800) 438-3242 (toll-free) or (212) 528-7581 (collect). Requests for copies of the Offer to Purchase or other tender offer materials may be directed to Global Bondholder Services Corporation, the information agent for the tender offer, at 866-873-7700 (toll-free) or 212-430-3774 (banks and brokers).

About Chiquita Brands International, Inc.

Chiquita Brands International, Inc. (NYSE: CQB) is a leading international marketer and distributor of high-quality fresh and value-added food products – from energy-rich bananas and other fruits to nutritious blends of convenient green salads. The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks. With annual revenues of more than $3 billion, Chiquita employs more than 21,000 people and has operations in nearly 70 countries worldwide. For more information, please visit our corporate web site at www.chiquitabrands.com.

Forward-looking Statements

This press release contains certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita, including the customary risks experienced by global food companies, such as prices for fuel and other commodity inputs, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting us or the industry, labor relations, taxes, political instability and terrorism; unusual weather events, conditions or crop risks; access to, and cost of, financing; the outcome of pending litigation and governmental investigations involving us, as well as the legal fees and other costs incurred in connection with such items; the Company’s ability to consummate the refinancing of its credit agreement; and other factors disclosed in our reports filed with the Securities and Exchange Commission (“SEC”).

Any forward-looking statements made in this press release speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and the company undertakes no obligation to update any such statements. Additional information on factors that could influence Chiquita’s financial results is included in its SEC filings, including its Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
http://www.ChiquitaBrands.com

Arch Coal, Inc. (NYSE: ACI) (“Arch”) today announced that the company raised gross proceeds of approximately $1.3 billion through its previously announced public offering of common stock.  In connection with the offering, Arch issued 48.0 million shares of common stock, at a public offering price of $27 per share.  Net proceeds of the offering to Arch after deducting underwriting discounts and commissions and estimated offering expenses were approximately $1,250 million, before giving effect to any exercise of the underwriters’ over-allotment option.

Arch plans to use the net proceeds of the offering to finance a portion of the $3.4 billion purchase price for the previously announced acquisition of International Coal Group, Inc. (“ICG”).  The acquisition is expected to close in June.  If the acquisition is not completed, Arch intends to use the net proceeds from this offering for general corporate purposes, which may include the financing of future acquisitions, including lease-by-applications, or strategic combinations, capital expenditures, additions to working capital, repurchases, repayment or refinancing of debt or stock repurchases.

This press release is neither an offer to sell nor a solicitation of an offer to sell or a solicitation of an offer to buy any securities.

Morgan Stanley & Co. LLC, PNC Capital Markets LLC, BofA Merrill Lynch and Citigroup Global Markets Inc. are the joint book-running managers for the common stock offering.

Arch has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and the applicable prospectus supplement and other documents Arch has filed or will file with the SEC for more complete information about Arch and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

The prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Morgan Stanley & Co. LLC, Prospectus Department, 180 Varick Street 2nd Floor, New York, New York 10014 or by email at prospectus@morganstanley.com, PNC Capital Markets LLC by telephone at (412) 762-2852, BofA Merrill Lynch, 4 World Financial Center, New York, New York 10080, Attn: Prospectus Department or by email to dg.prospectus_requests@baml.com and Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220, by e-mail to batprospectusdept@citi.com or by calling (800) 831-9146.

About Arch Coal

U.S.-based Arch Coal is one of the world’s largest coal producers, with more than 160 million tons of coal sold in 2010. Arch’s national network of mines supplies cleaner-burning, low-sulfur coal to customers on four continents, including U.S. and international power producers and steel manufacturers.  In 2010, Arch achieved record revenues of $3.2 billion.

Important Additional Information

This communication is provided for informational purposes only.  It does not constitute an offer to purchase shares of ICG or the solicitation of an offer to sell any shares of ICG’s common stock.  Arch and its subsidiary Atlas Acquisition Corp. have filed with the SEC a tender offer statement on Schedule TO, including the offer to purchase and related documents, which has been previously amended and will be further amended as necessary.  ICG has filed with the SEC a tender offer solicitation/recommendation statement on Schedule 14D-9, which has been previously amended and will be further amended as necessary.  These documents contain important information and stockholders of ICG are advised to carefully read these documents before making any decision with respect to the cash tender offer.  These documents are available at no charge on the SEC’s website at http://www.sec.gov.  In addition, a copy of the offer to purchase, letter of transmittal and certain related tender offer documents may be obtained free of charge by directing such requests to Arch Coal investor relations at (314) 994-2897 or our information agent, Innisfree M&A Incorporated, at (877) 717-3922 (toll-free for stockholders) or (212) 750-5833 (collect for bank and brokers).  A copy of the tender offer statement and ICG’s solicitation/recommendation statement on Schedule 14D-9 are available to all stockholders of ICG free of charge at http://www.intlcoal.com.

Forward-Looking Statements: This press release contains “forward-looking statements” — that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties arise from changes in the demand for our coal by the domestic electric generation industry; from legislation and regulations relating to the Clean Air Act and other environmental initiatives; from operational, geological, permit, labor and weather-related factors; from fluctuations in the amount of cash we generate from operations; from future integration of acquired businesses; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. For a description of some of the risks and uncertainties that may affect our future results, you should see the risk factors described from time to time in the reports we file with the SEC.

http://www.archcoal.com
http://www.intlcoal.com

Financial Services Booming in Palm Desert

Financial Services Booming in Palm Desert

Financial Services Booming in Palm Desert-Image by SheepGuardingLlama via Flickr

HighTower, a national financial services company serving high net worth and institutional clients, is pleased to announce that it has expanded with a new advisor team, the Blanke Schein Group of Palm Desert, Calif.  This is the second group to join HighTower from the Palm Desert area in the past month.

“The Blanke Schein Group delivers more than 50 years of investing and wealth management experience serving individuals, families and businesses,” said Mike Papedis, HighTower’s Managing Director of Business Development. “We are thrilled to welcome the group to HighTower’s growing partnership of elite advisors.  This is the second large advisory team to join us in Palm Desert and we expect to expand our California presence over the next year.”

The Blanke Schein Group is led by William F. Blanke, Robert L. Schein and J. Michael Shields, all of whom will serve as Partners and Managing Directors at HighTower. Mr. Blanke has 37 years of experience in the financial services industry, including 20 years with Morgan Stanley Smith Barney, 17 of which he spent as a Branch Manager. Mr. Schein has more than 20 years experience working as an investment professional, having spent the past 10 years at Morgan Stanley Smith Barney and the previous decade at American Express Financial Advisors, Merrill Lynch and Dean Witter. Mr. Shields spent three years with Morgan Stanley Smith Barney.

“Wall Street’s model is now designed to maximize the profits it earns off of each client. Our model is designed to maximize the amount of choice and competitive access our clients can get,” said Kevin Geary, Director of Business Development for HighTower on the West Coast. “Rick and Rob and their team are keenly focused on doing what is right for their clients and the HighTower model allows them to do just that.”

For media inquiries, please contact Jennifer Connelly at 973-732-3521 or jenn@jcprinc.com.

About HighTower

HighTower is a national, advisor-owned financial services company serving high net worth and institutional clients. HighTower advisors are experienced investment professionals with large and established practices. As a dually-registered, multi-custodial firm, HighTower provides sophisticated investment solutions as well as an independent and unobstructed view of the markets. The company is headquartered in Chicago and maintains corporate centers in New York and San Francisco and offices around the country. See www.hightoweradvisors.com.

http://www.hightoweradvisors.com.

– Determines that proposal fails to recognize full value of Cephalon shares

Cephalon, Inc. (NASDAQ: CEPH) announced today that after a thorough review, its Board of Directors has formally rejected Valeant Pharmaceuticals International, Inc.’s March 29th unsolicited proposal to purchase the Company for $73 per share.  In a letter to Valeant CEO J. Michael Pearson, the full text of which is included below, the Cephalon Board of Directors concluded, after an analysis by its financial and legal advisors, that Valeant’s non-binding proposal is inadequate and not in the best interests of Cephalon’s shareholders.

The following reasons, among others, support the Board’s conclusion:

  • The Valeant Non-Binding Proposal Does Not Fully Reflect Cephalon’s Standalone Value. The Board determined that Valeant’s proposed price significantly undervalues the Company, including the greater value obtainable from the Company’s strategic plan, especially the value inherent in the Company’s diversified and robust portfolio of marketed and pipeline products.  The Board believes that the Valeant non-binding proposal is an opportunistic attempt by Valeant to shift this value to Valeant and its shareholders and away from the Company’s shareholders.
  • Valeant Values Cephalon Using “Worst-Case Scenario.” By Valeant’s own admission, its analysis of Cephalon’s value is based on a worst-case scenario, which is an inappropriate methodology.
  • Valeant’s Timing is Opportunistic. The 30-day average Cephalon share price of $56.74 on which Valeant based their proposal is near the stock’s 52-week low.  Valeant’s proposal represents virtually no premium to Cephalon’s 52-week high.
  • The Valeant Non-Binding Proposal Ascribes Little to No Value to Cephalon’s Pipeline. Cephalon has created one of the broadest pipelines in the industry, with 10 late-stage product candidates targeted at novel and “best-in-class” therapeutics.  This includes six indications with blockbuster potential which are projected to begin launching in the next three years.  These programs represent tremendous value that is not reflected in Valeant’s current proposal.  Additionally, this proposal ignores the proven ability of the Cephalon Board and management to successfully identify, develop and commercialize pipeline opportunities.

 

Kevin Buchi, Cephalon’s Chief Executive Officer, said “This is all about shareholder value.  The Cephalon Board of Directors is committed to maximizing value for our shareholders, and we take this responsibility very seriously.”

On March 30th, Valeant stated that it intended to commence a consent solicitation process during the week of April 4th to remove all of Cephalon’s directors and replace them with Valeant’s nominees.  In the interests of allowing consideration of this matter on a timely basis by Cephalon’s shareholders and significant participation in the process by Cephalon’s many long-term shareholders, pursuant to the Company’s by-laws, the Cephalon Board of Directors has set a record date for the consent solicitation of Friday, April 8, 2011.  The consent solicitation period will last for 60 days from the date of the earliest dated consent delivered to the Company.

Deutsche Bank Securities Inc. and BofA Merrill Lynch are acting as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is acting as Cephalon’s legal counsel.

April 5, 2011

J. Michael Pearson

Chairman and Chief Executive Officer

Valeant Pharmaceuticals International, Inc.

14 Main Street, Suite 140

Madison, New Jersey 07940

Dear Mr. Pearson:

After a thorough review, the Cephalon Board of Directors has unanimously concluded that your March 29th unsolicited non-binding proposal is inadequate and not in the best interests of Cephalon shareholders.  In reaching this conclusion, the Board took into account the advice of its independent financial advisors.  The Cephalon Board believes that your proposed price significantly undervalues Cephalon, its key assets and its prospects.

From the standpoint of the Cephalon shareholder, a transaction with Valeant at this time and at the price you proposed would mean foregoing the greater value obtainable from Cephalon’s strategic plan, including the value inherent in our diversified and robust portfolio of marketed and pipeline products.  Cephalon’s Board and management will, as we always have, continue to review, develop and adapt our plan to maximize value for our shareholders.

Sincerely,

J. Kevin Buchi

Chief Executive Officer

Cephalon, Inc.

cc: Cephalon Board of Directors

About Cephalon, Inc.

Cephalon is a global biopharmaceutical company dedicated to discovering, developing and bringing to market medications to improve the quality of life of individuals around the world.  Since its inception in 1987, Cephalon has brought first-in-class and best-in-class medicines to patients in several therapeutic areas.  Cephalon has the distinction of being one of the world’s fastest-growing biopharmaceutical companies, now among the Fortune 1000 and a member of the S&P 500 Index, employing approximately 4,000 people worldwide.  The company sells numerous branded and generic products around the world.  In total, Cephalon sells more than 150 products in nearly 100 countries.  More information on Cephalon and its products is available at http://www.cephalon.com/.

Additional Information:

Cephalon, Inc. (the “Company”), its directors and certain of its officers and employees may be deemed to be participants in the solicitation of consent revocations from stockholders in connection with a consent solicitation by Valeant Pharmaceuticals International, Inc. (“Valeant”) to replace the Company’s current Board of Directors with nominees of Valeant. The Company plans to file a consent revocation statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of written consent revocations in connection with Valeant’s consent solicitation (the “Consent Revocation Statement”). Information regarding the names of the Company’s directors and other participants in the solicitation and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s proxy statement relating to its 2011 annual meeting of stockholders, which may be obtained free of charge at the SEC’s website at http://www.sec.gov and the Company’s website at http://www.cephalon.com.  Additional information regarding the interests of such potential participants will be included in the Consent Revocation Statement and other relevant documents to be filed with the SEC in connection with the consent solicitation.

Promptly after filing its definitive Consent Revocation Statement with the SEC, the Company will mail the definitive Consent Revocation Statement and a form of white consent revocation card to each stockholder entitled to deliver a written consent in connection with the consent solicitation.

WE URGE INVESTORS TO READ THE CONSENT REVOCATION STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO), THE COMPANY’S  SOLICITATION/RECOMMENDATION STATEMENT REGARDING ANY TENDER OFFER THAT MAY BE COMMENCED BY VALEANT, AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Stockholders will be able to obtain, free of charge, copies of the Consent Revocation Statement, the solicitation/recommendation statement and any other documents filed by the Company with the SEC in connection with the consent solicitation or any tender offer at the SEC’s website at http://www.sec.gov, at the Company’s website at http://www.cephalon.com, or by contacting Innisfree M&A Incorporated at (877) 800-5186 (banks and brokers call collect at (212) 750-5833).
Media:
Cephalon Contacts:

Fritz Bittenbender
O: 1 610 883 5855
C: 1 610 457 7041
fbittenb@cephalon.com

Natalie de Vane
O: 1 610 727 6536
C: 1 610 999 8756
ndevane@cephalon.com

Steve Lipin/Jennifer Lowney
Brunswick Group
O: 1 212 333 3810

Investors:
Cephalon Contacts

Chip Merritt
O: 1 610 738 6376
cmerritt@cephalon.com

Joseph Marczely
O: 1 610 883 5894
jmarczel@cephalon.com

Alan Miller / Scott Winter
Innisfree M&A Incorporated
O: 1 212 750 5833

http://www.cephalon.com

Mack-Cali Realty Corporation (the “Company”) (NYSE: CLI) announced that it completed a public offering of 7,187,500 shares of common stock today at a public offering price per share of $33.00, including 937,500 shares issued and sold to the underwriters to cover overallotments.  BofA Merrill Lynch, Deutsche Bank Securities and J.P. Morgan acted as the joint book-running managers.  BNY Mellon Capital Markets, LLC, Capital One Southcoast, Citi, Comerica Securities, Mitsubishi UFJ Securities, Piper Jaffray, PNC Capital Markets LLC, RBS, Scotia Capital and SunTrust Robinson Humphrey acted as co-managers.

The net proceeds to the Company from the offering after deducting underwriting commissions and discounts and offering expenses were approximately $227.4 million.  The Company plans to use the net proceeds from the offering to repay borrowings under its unsecured revolving credit facility and for general corporate purposes.

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

Copies of the final prospectus supplement and accompanying prospectus relating to these securities may be obtained by contacting BofA Merrill Lynch, 4 World Financial Center, New York, New York 10080, Attn: Prospectus Department or email dg.prospectus_requests@baml.com, Deutsche Bank Securities, Attention: Prospectus Department, Harborside Financial Center, 100 Plaza One, Jersey City, NJ 07311-3988, or by calling (800) 503-4611, or by e-mail at prospectus.cpdg@db.com or J.P. Morgan, Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling (866) 803-9204.

Mack-Cali Realty Corporation is a fully-integrated, self-administered, self-managed real estate investment trust (REIT) providing management, leasing, development, construction, and other tenant-related services for its class A real estate portfolio.

Statements made in this press release may be 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. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate, and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Reports on Form 10-K, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

Contacts: Barry Lefkowitz Ilene Jablonski
Executive Vice President Senior Director, Marketing and
and Chief Financial Officer Public Relations
(732) 590-1000 (732) 590-1000

CONTACT: Barry Lefkowitz, Executive Vice President and Chief Financial Officer, or Ilene Jablonski, Senior Director, Marketing and Public Relations, both of Mack-Cali Realty Corporation, +1-732-590-1000

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