Archive for February, 2013
Denison Mines (DNN) Closes Acquisition of JNR Resources Inc.
TORONTO, ONTARIO — (Marketwire) — 02/01/13 — Denison Mines Corp. (TSX:DML)(NYSE MKT:DNN)(NYSE Amex:DNN) (“Denison”) is pleased to announce the closing of its previously announced acquisition of the outstanding common shares of JNR Resources Inc. (“JNR”). The transaction was completed pursuant to a plan of arrangement (the “Arrangement”) in accordance with the Business Corporations Act (British Columbia), which was approved by the British Columbia Supreme Court yesterday. Securityholders of JNR approved the Arrangement on January 28, 2013. All conditions of closing have now been satisfied by both parties.
Pursuant to the Arrangement, the former shareholders of JNR will receive, for each JNR common share held, 0.073 of a Denison common share (the “Exchange Ratio”). All of the outstanding options and common share purchase warrants of JNR are exchanged for options and warrants to purchase common shares of Denison and are exercisable to acquire that number of common shares of Denison and at an exercise price determined by reference to the Exchange Ratio.
With the completion of the Arrangement, JNR common shares have now ceased trading on the TSX Venture Exchange and are expected to cease to be listed on the TSX Venture Exchange shortly. JNR will also apply to cease to be a reporting issuer under the securities laws of British Columbia and Alberta.
For shareholders and warrantholders who held their JNR shares or warrants through a broker, the issuance of Denison common shares in exchange for JNR common shares and Denison warrants in exchange for JNR warrants will be processed through their broker. Registered shareholders and warrantholders of JNR must deposit their JNR common share or warrant certificates with Computershare Investor Services Inc., as depository, with a validly completed letter of transmittal, in order to receive their Denison common shares and replacement Denison warrants. A letter of transmittal was mailed to registered shareholders and warrantholders in early January 2013. Details of the required process are set forth in JNR’s management information circular dated December 17, 2012, a copy of which is available under JNR’s profile at www.sedar.com and in Denison’s registration statement on Form-80 (File No. 333-185906) filed with the U.S. Securities and Exchange Commission at www.sec.gov.
Any questions regarding the exchange of JNR common shares for Denison common shares, including any request for another letter of transmittal, should be directed to your broker, if applicable, or the depositary, Computershare Investor Services Inc., via telephone at 1 (800) 564-6253. Details of the Arrangement were contained in JNR’s management information circular and in Denison’s registration statement on Form-80 (File No. 333-185906) filed with the U.S. Securities and Exchange Commission at www.sec.gov.
About Denison Mines Corp.
Denison Mines Corp. is a uranium exploration and development company with interests in exploration and development projects in Saskatchewan, Zambia and Mongolia. Including the world class Phoenix deposits, located on its 60% owned Wheeler River project, Denison’s exploration project portfolio includes 26 projects and totals over 330,000 hectares in the Eastern Athabasca Basin region of Saskatchewan. Denison’s interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake Joint Venture, which includes several uranium deposits and the McClean Lake uranium mill, one of the world’s largest uranium processing facilities, and a 25.17% interest in the Midwest deposit, which is located 15 kilometres from the McClean Lake mill. Internationally, Denison owns 100% of the conventional heap leach Mutanga project, in Zambia, and an 85% interest in the in-situ recovery projects held by the Gurvan Saihan Joint Venture, in Mongolia.
Denison is engaged in mine decommissioning and environmental services through its Denison Environmental Services (DES) division and is the manager of Uranium Participation Corporation (TSX:U), a publicly traded company which invests in uranium oxide in concentrates and uranium hexafluoride.
Additional information about Denison is available on Denison’s website at www.denisonmines.com or under its profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Contacts:
Denison Mines Corp.
Ron Hochstein
President, CEO & Director
(416) 979-1991, ext. 232
Denison Mines Corp.
Sophia Shane
Investor Relations
(604) 689 – 7842
(EDAP) Submits FDA Pre-Market Approval App for Prostate Cancer Indication
LYON, France, Feb. 1, 2013 (GLOBE NEWSWIRE) — EDAP TMS SA (Nasdaq:EDAP), the global leader in therapeutic ultrasound, announced today the submission of its Pre-Market Approval (PMA) application to the U.S. Food and Drug Administration (FDA) on January 31, 2013 for the Company’s Ablatherm-HIFU (High Intensity Focused Ultrasound) for treatment of low risk, localized prostate cancer. EDAP’s PMA submission includes data from the ENLIGHT study, a multi-center U.S. Phase II/III clinical trial that completed the two year follow-up needed to evaluate its primary endpoint in August 2012, as well as data from the Company’s extensive worldwide database of treatment information and follow-up data from patients who have undergone HIFU therapy for prostate cancer.
Prostate cancer is currently the most common form of cancer among men in the United States with approximately 238,000 new cases for 2013. In addition, men are being diagnosed at an earlier age and at earlier stages of the disease.
Marc Oczachowski, Chief Executive Officer of EDAP TMS, remarked, “We have clearly seen a paradigm shift in prostate cancer, as patients are diagnosed earlier than ever before. Low risk patients need a middle ground between radical treatment, which is often overly-aggressive, and the anxiety of ‘watchful waiting.’ Ablatherm-HIFU is well-positioned to address this unmet medical need by providing a unique non-invasive and fully robotic treatment option.”
Marc Oczachowski concluded, “The PMA submission to the FDA represents a significant milestone in the U.S. regulatory process for Ablatherm-HIFU. The EDAP team, together with its clinical, regulatory and legal advisors, has devoted six years to conducting the U.S. clinical trial that studied Ablatherm-HIFU as a treatment for localized prostate cancer. I am very proud of the team, and we will continue to work closely with the agency during the final stages of the process.”
About Ablatherm-HIFU
Ablatherm-HIFU is an ultrasound guided HIFU device for the treatment of organ-confined prostate cancer. The device consists of a treatment module, a control table with a computer and a computer screen, and a diagnostic ultrasound device connected to the treatment module. After insertion of an endorectal probe, the physician visualizes the prostate and defines the area to be treated. The computer automatically calculates the optimum treatment distribution of lesions. During the treatment, the transducer automatically moves and fires at each predefined lesion until the entire area has been treated, while controlling and imaging the treatment in real time due to its integrated imaging system. Cell destruction by HIFU is accomplished by a combination of thermal and cavitation effects caused by focused application of piezoelectric-generated high-intensity ultrasound. The procedure is performed under general or spinal anesthesia.
Ablatherm-HIFU is cleared for distribution in the European Union, South Korea, Canada, Australia, South Africa, New Zealand, the Philippines, Taiwan, Mexico, Argentina, Brazil and Russia. As of December 31, 2012, more than 32,000 prostate cancer treatments successfully performed clinical outside the U.S. with Ablatherm-HIFU and results have been published in 60 peer-reviewed scientific publications.
About EDAP TMS SA
EDAP TMS SA develops and markets Ablatherm(R), the most advanced and clinically proven choice for high-intensity focused ultrasound (HIFU) treatment of localized prostate cancer. HIFU treatment is shown to be a minimally invasive and effective treatment option with a low occurrence of side effects. Ablatherm-HIFU is generally recommended for patients with localized prostate cancer (stages T1-T2) who are not candidates for surgery or who prefer an alternative option, or for patients who failed radiotherapy treatment. Approved in Europe as a treatment for prostate cancer, Ablatherm-HIFU (High Intensity Focused Ultrasound) is currently undergoing evaluation in a multi-center U.S. Phase II/III clinical trial under an Investigational Device Exemption (IDE) granted by the FDA, the ENLIGHT U.S. clinical study. The Company also is developing this technology for the potential treatment of certain other types of tumors. EDAP TMS SA also produces and commercializes medical equipment (the Sonolith(R) range) for treatment of urinary tract stones using extra-corporeal shockwave lithotripsy (ESWL). For more information on the Company, please visit http://www.edap-tms.com, and http://www.hifu-planet.com.
Forward-Looking Statements
In addition to historical information, this press release may contain forward-looking statements that involve risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of uncertainties, including the uncertainties of the regulatory process, and risks that could cause actual results to differ materially from those described in these forward-looking statements. Factors that may cause such a difference include, but are not limited to, those described in the Company’s filings with the Securities and Exchange Commission and in particular, in the sections “Cautionary Statement on Forward-Looking Information” and “Risk Factors” in the Company’s Annual Report on Form 20-F. Ablatherm-HIFU treatment is in clinical trials, but not FDA-approved or marketed in the United States.
CONTACT: Blandine Confort Investor Relations / Legal Affairs EDAP TMS SA +33 4 72 15 31 72 bconfort@edap-tms.com Investors: Stephanie Carrington The Ruth Group 646-536-7017 scarrington@theruthgroup.com
Inuvo, Inc. (INUV) Subsidiary and Google Renew Advertising Relationship
CONWAY, AR — (Marketwire) — 02/01/13 — Inuvo, Inc. (NYSE MKT: INUV) (the “Company” or “Inuvo”), an Internet marketing and technology company that develops consumer applications that make using the Internet easier and delivers targeted advertisements onto websites owned by partners and the Company, today announced that its wholly-owned subsidiary Vertro, Inc. renewed its advertising relationship with Google. Vertro, Inc., entered into a new Google Services Agreement, effective as of February 1, 2013.
“Google has been and continues to be an important partner of ours. Continued monetization of our ALOT properties is a key priority for Inuvo and we believe the new contract will support our long-term strategic plans,” said Richard Howe, Chairman and CEO of Inuvo.
About Inuvo, Inc.
Inuvo®, Inc. (NYSE MKT: INUV), Internet marketing and technology company that develops consumer applications that make using the Internet easier and delivers targeted advertisements onto websites owned by partners and the company. To learn more about Inuvo, please visit www.inuvo.com.
Forward-looking Statements
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “anticipate,” “plan,” “will,” “intend,” “believe” or “expect'” or variations of such words and similar expressions are intended to identify such forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of the Company’s future Adjusted EBITDA, growth rate, and user base. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, statements made with respect to expectations with respect to: the strategy, markets, synergies, costs, efficiencies, and other anticipated financial impacts of the proposed transaction; the combined company’s plans, objectives, expectations, intentions with respect to future operations, fluctuations in demand; changes to economic growth in the U.S. economy; and government policies and regulations, including, but not limited to those affecting the Internet. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of Inuvo and are difficult to predict. Inuvo undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Additional key risks are described in the filings made by Inuvo with the U.S. Securities and Exchange Commission, including the Form 10-K for the year ended December 31, 2011 and most recent Form 10-Q.
Contact
Inuvo, Inc.
Wally Ruiz
Chief Financial Officer
727-324-0176
Email Contact
Investor Relations
Alliance Advisors, LLC.
Thomas Walsh
212-398-3486
Email Contact
Otelco (OTT) Announces Restructuring Transaction
Otelco Inc. (NASDAQ: OTT) (TSX: OTT.un), a wireline telecommunication services provider in Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont and West Virginia, today announced a restructuring transaction, which will strengthen the Company by deleveraging its balance sheet and reducing its overall indebtedness by approximately $135 million. Otelco has reached an agreement with its senior lenders to amend and extend the terms of its current senior financing through April 2016. In addition, our IDS units will be cancelled and the existing senior subordinated debt will be converted into equity. The vast bulk of our subordinated debt is held in the IDS units, and, as such, our IDS unit holders will continue to be significant shareholders of the Company as they are today. These efforts will better position the Company to compete in the 21st century telecommunications marketplace, solve the near-term maturity of the Company’s senior secured financing, and significantly reduce the Company’s debt burden. The Company currently has over $32 million in cash and sufficient liquidity to consummate this transaction.
In April 2012, Otelco announced the loss of a material contract to provide services to Time Warner Cable (TWC). The Time Warner contract expired on December 31, 2012 and TWC elected to begin performing services in-house rather than renewing the contract with Otelco. In addition to the loss of the TWC contract, recent rulings by the FCC will also continue to negatively impact the Company’s revenues. After consulting with advisors, the Board of Directors and senior management have concluded that reducing the Company’s debt and improving its capital structure will be best implemented through a “pre-packaged” chapter 11 filing, which has the support of the Company’s senior lenders.
Before making its chapter 11 filing, Otelco will seek the support of holders of record on February 8, 2013, of its senior subordinated notes (including notes held in the form of IDSs) for the proposed plan through a solicitation process that will occur in February, 2013. The voting process will take approximately 35 days. After that period, Otelco intends to voluntarily file its reorganization plan with the U.S. Bankruptcy Court in Delaware.
The chapter 11 process is designed to allow a company to continue its operations both during and after the filing. Thus, neither the solicitation nor the actual filing is expected to impact Otelco’s day-to-day operations. Otelco will continue to provide its customers with the quality services they have come to expect. “This filing will have no impact on our operations,” stated Michael Weaver, CEO of Otelco. “Our offices are open, all our employees are working and we’re still providing excellent service to all our customers. We hope to be in chapter 11 for a brief period of time. We have significant liquidity and it’s business as usual for us.” In addition, Otelco is, and intends to remain, current with all of its vendors.
“Our proposed plan, with the extension of the existing senior credit facility, will reduce total debt, simplify our capital structure and strengthen our balance sheet. I am confident that this restructuring represents the best possible outcome for the Company and our IDS unit holders, and I highly encourage the IDS holders to support it with a ‘yes’ vote during the solicitation,” continued Weaver.
The Company will hold a conference call to discuss the planned chapter 11 filing with investors on Friday, February 1, 2013, at 1:00 p.m. (Eastern Time). To listen to the call, participants should dial 719-325-4858 approximately 10 minutes prior to the start of the call. A telephonic replay will be available from 3:00 p.m. (Eastern Time) on February 1, 2013 through midnight on March 31, 2013 by dialing (719) 457-0820 and entering Confirmation Code 3741326. The live broadcast of Otelco’s conference call will be available online at www.OtelcoInc.com on February 1, 2013, beginning at 1:00 p.m. (Eastern Time). The online replay will be available at approximately 3:00 p.m. (Eastern Time) and continue for 60 days. A transcript of the call will also be available on the Company’s website on Monday, February 4, 2013 by the close of business.
FORWARD LOOKING STATEMENTS
Statements in this press release that are not statements of historical or current fact constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could impact the Company’s restructuring plans or cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “intends,” “anticipates,” “plans,” or similar terms to be uncertain and forward-looking. There can be no assurance that the restructuring transaction described herein will be consummated. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company’s filings with the Securities and Exchange Commission.
ABOUT OTELCO
Otelco Inc. provides wireline telecommunications services in Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont and West Virginia. The Company’s services include local and long distance telephone, network access, transport, digital high-speed data lines and dial-up internet access, cable television and other telephone related services. With approximately 99,000 voice and data access lines, which are collectively referred to as access line equivalents, Otelco is among the top 25 largest local exchange carriers in the United States based on number of access lines. Otelco operates ten incumbent telephone companies serving rural markets, or rural local exchange carriers. It also provides competitive retail and wholesale communications services through several subsidiaries. For more information, visit the Company’s website at www.OtelcoInc.com.
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