Thermo Fisher Scientific (TMO) to Acquire Dionex Corporation (DNEX)

Dec. 13, 2010 (Business Wire) — Thermo Fisher Scientific (NYSE: TMO), the world leader in serving science, and Dionex Corporation (NASDAQ: DNEX), a leading manufacturer and marketer of chromatography systems, today announced that their Boards of Directors have unanimously approved a transaction under which Thermo Fisher will acquire all of the outstanding shares of Dionex for $118.50 per share in cash, or a total purchase price of approximately $2.1 billion. The transaction is not conditioned on financing and is expected to be completed in the first quarter of 2011.

Under the terms of the agreement, Thermo Fisher will commence a tender offer to acquire all of the outstanding shares of Dionex common stock for $118.50 per share in cash. The consideration represents a 21% premium to Dionex’s closing stock price on December 10, 2010, the last trading day prior to today’s announcement and a 32% premium to Dionex’s average closing stock price over the last 60 trading days. Thermo Fisher expects to realize total operating synergies of $60 million in year three following the transaction’s close through a combination of cost savings and revenue enhancements. The transaction is expected to be immediately accretive to Thermo Fisher’s adjusted earnings per share by $0.13 to $0.15 in the first 12 months following the close. Adjusted earnings per share and adjusted operating income are non-GAAP measures that exclude certain items detailed later in this press release under the heading “Use of Non-GAAP Financial Measures.”

Dionex, based in Sunnyvale, Calif., introduced the first ion chromatography system for water analysis shortly after its founding in 1975 and has consistently grown through innovation and global expansion. Today, the company has more than 1,600 employees in 21 countries spanning six continents, including a significant presence in the Asia-Pacific region. Dionex will be integrated into Thermo Fisher’s Analytical Technologies Segment.

“We believe the combination of Thermo Fisher and Dionex is extremely compelling from a technology, market and financial perspective,” said Marc N. Casper, president and chief executive officer of Thermo Fisher. “Dionex’s strength in chromatography instruments, software and consumables complements our leading positions in mass spectrometry and laboratory information management systems. The transaction, which we expect to be immediately accretive, is consistent with our strategy of accelerating growth by increasing our depth of capabilities to serve attractive end markets. Specifically, it complements our strong presence in China, where we’ve established the headquarters for our global environmental instruments business and continue to build our commercial infrastructure to meet the needs of customers in growing water quality, consumer safety and life sciences markets.”

“We are pleased to be joining Thermo Fisher and are excited about the opportunities we will have as part of the world leader in serving science,” said Frank Witney, president and chief executive officer of Dionex. “Thermo Fisher’s commitment to innovation will fuel our ongoing technology development, and their global manufacturing and commercial presence will significantly strengthen our ability to deliver quality products and services to our customers around the world. This transaction offers immediate and significant value for our shareholders, as well as the opportunity for our customers and employees to benefit from combining two highly complementary organizations. We look forward to working closely with the Thermo Fisher team to ensure a smooth transition and complete the transaction as expeditiously as possible.”

Mr. Casper continued, “We are delighted to welcome Dionex’s talented and dedicated employees to our team. Together, we will offer our customers new solutions based on a powerful combination of leading instruments, software, consumables and services.”

Benefits of the Transaction

• Creates a Leading Chromatography Offering: The transaction brings two complementary chromatography portfolios together to create the most extensive chromatography instruments, software and consumables offering in the industry. Specifically, it combines Dionex’s ion and liquid chromatography systems and consumables with Thermo Fisher’s gas chromatography systems and consumables.
• Improves Performance and Productivity: Customers will benefit from the combination of Thermo Fisher’s leadership in mass spectrometry with Dionex’s comprehensive chromatography offering. By integrating these leading technologies and related software, Thermo Fisher will be able to deliver exceptional performance and productivity for customers through improved sample analysis and data management.
• Strengthens Software Growth Platform: Dionex’s gold standard chromatography data system coupled with Thermo Fisher’s leading enterprise laboratory information management systems creates the most comprehensive desktop and enterprise software capabilities in the industry. This combination will significantly improve performance, productivity and compliance for customers to maximize their return on investment.
• Expands Presence in Applied Markets: Thermo Fisher will benefit from Dionex’s significant customer base and relationships in attractive applied markets, including environmental analysis, food safety and other industrial sectors. Through this combination, Thermo Fisher will be able to deliver unmatched analytical solutions for a growing range of testing needs, particularly water analysis, where growth is driven by new regulatory requirements and increased testing in developing countries such as China.
• Increases Footprint in Asia-Pacific: Dionex currently generates more than 35% of its revenues in Asia-Pacific and other emerging high-growth geographies. The company has a history of growth in the region by establishing a strong reputation through its well-regarded direct sales and service presence there. This transaction is consistent with Thermo Fisher’s strategy of investing to increase its footprint in Asian markets, such as China and India, as well as other strategic growth markets, like Brazil.
• Offers Significant Synergies: The transaction is expected to generate a total of approximately $60 million of cost and revenue synergies in year three after the transaction’s close. This includes approximately $40 million from cost-related synergies and $20 million of adjusted operating income benefit from revenue-related synergies.

Mr. Casper concluded, “The acquisition of Dionex is another example of the great progress we’re making in executing on our strategy to accelerate growth. We have invested in technology innovation, Asia expansion and complementary acquisitions – all to strengthen our growth opportunities in attractive end markets. We are focused on these strategic investments because they create value for all our key stakeholders – customers, employees and shareholders.”

Financing and Approvals

Thermo Fisher intends to use cash on hand and proceeds from committed financing from Barclays Capital and J.P. Morgan Securities LLC to facilitate the transaction. The transaction, which is expected to be completed in the first quarter of 2011, is subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.

Advisors

Barclays Capital and J.P. Morgan Securities LLC are acting as financial advisors to Thermo Fisher, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Goldman, Sachs & Co. is acting as financial advisor to Dionex, and Cooley LLP is serving as legal counsel.

Use of Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use the non-GAAP financial measures adjusted operating income and adjusted earnings per share. Adjusted operating income excludes restructuring and other costs/income and amortization of acquisition-related intangible assets. Adjusted earnings per share also excludes certain other gains and losses, tax provisions/benefits related to the previous items, benefits from tax credit carryforwards, the impact of significant tax audits or events and discontinued operations. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods. We believe that the use of non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company’s performance, especially when comparing such results to previous periods or forecasts.

Conference Call and Webcast

Thermo Fisher and Dionex will host a conference call and Webcast at 8:30 a.m. EST today to provide more information on this announcement. The Webcast and accompanying slides can be accessed at www.thermofisher.com and www.dionex.com. An audio archive of the call will be available on both companies’ Websites until December 27, 2010, at Midnight EST.

About Thermo Fisher

Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in serving science. Our mission is to enable our customers to make the world healthier, cleaner and safer. With revenues of more than $10 billion, we have approximately 35,000 employees and serve customers within pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as in environmental and process control industries. We create value for our key stakeholders through two premier brands, Thermo Scientific and Fisher Scientific, which offer a unique combination of continuous technology development and the most convenient purchasing options. Our products and services help accelerate the pace of scientific discovery, and solve analytical challenges ranging from complex research to routine testing to field applications. Visit www.thermofisher.com.

About Dionex

Dionex (NASDAQ:DNEX) is a global leader in the manufacturing and marketing of liquid chromatography and sample preparation systems, consumables, and software for chemical analysis. The company’s systems are used worldwide in environmental analysis and by the life sciences, chemical, petrochemical, food and beverage, power generation, and electronics industries. Our expertise in applications and instrumentation helps analytical scientists to evaluate and develop pharmaceuticals, establish environmental regulations, and produce better industrial products.

Safe Harbor Statement

The following constitutes a “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Thermo Fisher’s and Dionex’s respective quarterly and annual reports, under the caption “Risk Factors”, which are on file with the Securities and Exchange Commission (the “SEC”) and available on Thermo Fisher’s and Dionex’s respective websites. Additional important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: competition and its effect on pricing, spending, third-party relationships and revenues; the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general worldwide economic conditions including economic conditions in the areas in which Thermo Fisher and Dionex sell products, and related uncertainties; dependence on customers’ capital spending policies and government funding policies; the effect of exchange rate fluctuations on international operations; demand for analytical instrumentation; the effect of healthcare reform legislation; use and protection of intellectual property; the effect of changes in governmental regulations; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to the transaction may not materialize as expected; the transaction not being timely completed, if completed at all; prior to the completion of the transaction, Dionex’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; and the parties being unable to successfully implement integration strategies. While Thermo Fisher and/or Dionex may elect to update forward-looking statements at some point in the future, Thermo Fisher and Dionex specifically disclaim any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.

Additional Information

The planned tender offer described in this release has not yet commenced. The description contained in this release is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Thermo Fisher (or a wholly owned subsidiary of Thermo Fisher) will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Dionex will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Dionex’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

Thermo Fisher Scientific

Investors:

Ken Apicerno, 781-622-1294

ken.apicerno@thermofisher.com

or

Media:

Karen Kirkwood, 781-622-1306

karen.kirkwood@thermofisher.com

or

Dionex

Craig McCollam, 408-481-4107

craig.mccollam@dionex.com

FONAR (FONR) UPRIGHT MRI Customer Wins Jury Decision in Federal Court

MELVILLE, NY — (Marketwire) — 12/13/10 — FONAR Corporation (NASDAQ: FONR), The Inventor of MR Scanning™, announced today that a provider of outpatient diagnostic services (a FONAR customer) and several Stand-Up MRI diagnostic imaging professional corporations (PCs) received a jury verdict in their favor in an anti-trust lawsuit against CareCore National, LLC, a radiology benefits management (RBM) company (www.carecorenational.com).

This antitrust lawsuit involved CareCore National’s exclusion of the plaintiffs, all of them providers of MRI services using Stand-Up MRI scanners (FONAR UPRIGHT® Multi-Position™ MRIs), from utilization by its member subscribers. CareCore Radiology, a division of CareCore National, covers more than 30 million member subscribers in all 50 states. The diagnostic service provider and the PCs were represented by Constantine Cannon LLP, New York, NY, (www.constantinecannon.com).

After more than a two-week trial, the verdict was reached November 30, 2010 in the U.S. District Court for the Eastern District of New York. The case is Stand-Up MRI v. CareCore National, E.D.N.Y. Case No: 08 Civ. 2954 (LDW) (ETB). The eight members of the jury were unanimous in their decision and awarded over $11 million in damages to the diagnostic service provider and the PCs in the case, which are to be trebled by law. The total judgment with costs and attorney fees is expected to be close to $40 million.

In a press release, (http://www.prnewswire.com/news-releases/constantine-cannon-attorneys-win-important-healthcare-antitrust-jury-trial-against-carecore-national-llc-111128319.html) lead Constantine Cannon trial attorney Matthew Cantor said: “This verdict is not just important for my clients, but for patients everywhere. The evidence in this case showed that even CareCore considered the Upright MRI to be medically necessary and that, nonetheless, CareCore and its owners denied patients the ability to benefit from these important diagnostic procedures. The actions of benefits managers (RBMs) that are owned and controlled by physicians, like CareCore, must be scrutinized to ensure that patient welfare is not compromised. Constantine Cannon expects that the defendants will attempt to overturn the jury award either in post-trial motion practice or on appeal. If that occurs, Constantine Cannon will vigorously defend the decision of the jury.”

“The jury found that CareCore, in league with New York-area radiologists and radiology practices that owned and/or governed CareCore, conspired to unreasonably restrain trade in the market for commercially-insured outpatient radiology procedures. The jury also found that these restraints harmed the plaintiffs — several New York radiology practices and their medical management company — that offer unique and medically necessary Upright MRI services. The Upright MRI is the only MRI that can scan patients in the weight-bearing positions that patients actually feel their pain. By doing so, Upright MRIs diagnose patient ailments, including those related to the spine, that no other MRI can,” said Cantor.

Raymond Damadian, president and founder of FONAR said, “We are pleased that the Federal Court and Jury understands the medical necessity of the FONAR UPRIGHT® Multi-Position™ MRI aka STAND-UP® MRI. This is important for FONAR, its customers, future customers and particularly the patients who need the UPRIGHT® MRI so they can be correctly diagnosed and not be given the wrong treatment which often involves surgery. We expect this to help those patients across our nation who have been previously denied these critical examinations by the RBMs.”

“FONAR’s UPRIGHT® MR technology is vital to patient needs nationwide,” said Dr. Damadian. “Back pain is the second most common reason for visiting the doctor’s office after the common cold. Close to one million spine surgeries are performed each year, but the outcomes are not good with a failure rate that varies from 10% to 40% depending on the reported study (1). Alf Nachemson, MD refers to the saddest group of these patients, those who have undergone 4, 5, or 6 spine surgeries as “multiply operated surgical cripples” (2). The surgical failure is commonly the result of operating on the wrong spinal segment (i.e. not the one responsible for the patient’s pain). This occurs because the origin of the pain is often attributed to the wrong degenerative change in the spine when the patient is imaged on a recumbent-only MRI. Degenerative changes in the adult spine are frequently multiple in number. The suspected pain generating anatomy is conventionally identified from recumbent (conventional) MRI images while the patient’s pain often occurs only when the patient is upright and when the pathology generating it is visible only when the patient is upright and fully weight-loaded.”

Dr. Damadian continued, “The FONAR UPRIGHT® Multi-Position™ MRI enables the patient to place himself in the position that generates his pain so that an MRI picture can be taken in the same position that generated the patient’s pain. Correctly identifying the pain generating pathology markedly improves patient surgical outcomes. In addition, it enables the surgeon to see ALL the pathology he has to address, not just the single position non-weight-bearing image provided by the conventional MRI. This enables the surgeon to see the full extent to which the disk herniation of his patient increases when he/she flexes or extends, or the extent to which the patient’s vertebra is sliding back and forth with body position and generating pain. Approximately 1 million spine surgeries are performed in the U.S. each year and technology to improve the surgical outcomes for these patients is a serious need.”

“In addition, there are a wide range of other needs that patients have for FONAR’s UPRIGHT® Multi-Position™ MR imaging technology,” said Dr. Damadian. “Patients who have been hospitalized, for example, with congestive heart failure, cannot lie down. In the absence of UPRIGHT ® MRI these patients are unable to receive MRI examinations when they are needed.”

“Patients with scoliosis, which most commonly arises for the first time in young adolescent girls, have been reported by the National Cancer Institute (3) to experience a 70% higher incidence of breast cancer as adults than the non-scoliotic population. The increased incidence is attributed to the multiple annual chest x-rays (2-3 times per year) needed to monitor the child’s scoliosis until adulthood in order to assure satisfactory treatment.” Dr. Damadian added, “the FONAR UPRIGHT® MRI provides the same necessary vertebral angle (“Cobb angle”) measurements as the x-ray (plus the needed measurements of vertebra rotation not supplied by x-ray), thereby avoiding the annual radiations of the x-ray procedure and eliminating the danger of subsequent adult breast cancer.”

“Women patients, for example, as a result of the inherent trauma of childbirth to their pelvic floor anatomy, will commonly suffer the consequences of PFD (pelvic floor dystrophy) later in life. The symptoms of PFD are cystic prolapse (“falling urinary bladder”) and its chronic cystitis symptoms of urinary frequency, burning on urination, fever, and if unaddressed, chronic kidney inflammation (pyclonephritis). The patient must be upright to see it. It commonly returns to its normal position when the patient is recumbent and therefore is not diagnosed by the patient’s physician who examines her in the recumbent position. It affects 10 million women. The UPRIGHT® MRI readily visualizes the fallen bladder when these patients are upright, so that the surgeon has full image visualization of the anatomy that has to be repaired.

“Another serious present need for the FONAR UPRIGHT® Multi-Position™ MRI is the rising body of patients who are sustaining dislocations of the cervical spine from automobile collision whiplash injuries of the head and neck. The UPRIGHT® MRI is needed to assess the extent to which the brain has been dislocated [descent of the tonsils of the cerebellum] into the opening in the bottom of the skull (foramen magnum). This critical assessment of the extent of brain herniation into the opening at the base of the skull (cerebellar tonsil ectopia, or CTE) can only be determined with the patient in the upright position so that the surgical repair of this herniation and the patient’s “drop attacks” can be eliminated. (4)”

(1) The Failed Spine, M. Szpalski and R. Gunzburg, eds., Lippincott Williams & Wilkins, 2005, p. 123.
(2) Alf L. Nachemson, MD, “The Lumbar Spine An Orthopaedic Challenge”, Spine, Vol. 1, Number 1, March 1976, p. 65.
(3) National Cancer Institute, “Scientists Find Link Between Pre-1970’s Diagnostic X-rays for Scoliosis and Breast Cancer Mortality,” www.cancer.gov, 8/15/2000. “Breast Cancer Mortality After Diagnostic Radiography: Findings from the U.S. Scoliosis Cohort Study”, Michele Morin Doody, et al., Spine, Aug. 15, 2000, Vol. 25, No. 16.
(4) Michael D. Freeman, et al., Brain Injury, July 2010:24(7-8):988-994.

About Constantine Cannon LLP

Constantine Cannon LLP represented the plaintiffs in the case. They have deep expertise in practice areas that include antitrust and complex commercial litigation, government relations, employment matters, securities and e-discovery. With offices in New York, NY and Washington, DC, the firm’s antitrust practice is among the largest in the nation, with more than 30 attorneys representing both plaintiffs and defendants in complex antitrust litigation.

For investor and other information visit: www.fonar.com.

UPRIGHT® and STAND-UP® are registered trademarks and The Inventor of MR Scanning™, Full Range of Motion™, pMRI™, Dynamic™, Multi-Position™, True Flow™, The Proof is in the Picture™, Spondylography™ Spondylometry™ and Upright Radiology™ are trademarks of FONAR Corporation.

This release may include forward-looking statements from the company that may or may not materialize. Additional information on factors that could potentially affect the company’s financial results may be found in the company’s filings with the Securities and Exchange Commission.

Contact:
Daniel Culver
FONAR Corporation
Tel: 631-694-2929
Fax: 631-390-1709
http://www.fonar.com
email: Email Contact

CorMedix Inc. (CRMD)

CorMedix Inc. is a pharmaceutical company focused on in-licensing, developing and commercializing therapeutic products for the prevention and treatment of cardiac and renal dysfunction, also known as cardiorenal disease. The company’s goal is to treat kidney disease by reducing the commonly associated cardiovascular and metabolic complications, in effect, treating the kidney to treat the heart. CorMedix currently has several product candidates in development.

No drugs are currently marketed for the therapies being targeted by CorMedix. The company’s Neutrolin compound could become the first FDA-approved drug that addresses one of the seven major healthcare challenges, Catheter-Related Bloodstream Infection (CRBI), as defined by the Center for Disease Control (CDC). This challenge represents an approximate $675 million per year revenue opportunity in the United States alone.

The Deferiprone compound is being developed as a therapy for Contrast Induced Nephropathy (CIN) which can lead to morbidity and death. It is already approved and available in a different formulation for sale in 50 countries outside the U.S. as a treatment for iron overload disorders. This compound addresses an approximate $365 million per year revenue opportunity.

Upcoming Expected Neutrolin (CRMD003) Milestones

• 2H 2011: Potential product launching in Europe
• 1H 2012: Release of preliminary data from Pivotal Phase III clinical trial
• 2H 2012: File Premarket Approval (PMA) application in the U.S
• 1H 2013: FDA approval of Neutrolin (CRMD003)

Upcoming Expected Deferiprone (CRMD001) Milestones

• 2H 2011: Phase II data from Deferiprone study
• 2H 2011: Phase III DEFEND-AKI clinical trial (prevention of Contrast-Induced
Nephropathy in patients with Chronic Kidney Disease) – Expected to begin
• 2H 2012: Release of data from Phase III DEFEND-AKI trial
• 4Q 2012: File for New Drug Application (NDA) for Deferiprone (CRMD001)
• 2H 2013: FDA approval of Deferiprone (CRMD001)

Ramius Offers to Enter Into Immediate and Exclusive Negotiations to Acquire Cypress Bioscience (CYPB)

NEW YORK, Dec. 10, 2010 /PRNewswire/ — Ramius V&O Acquisition LLC, a subsidiary of Ramius LLC (collectively, “Ramius”), today announced that it has sent a letter to the Board of Directors of Cypress Bioscience, Inc. (Nasdaq: CYPB) outlining its willingness to acquire all of Cypress’ outstanding Common Stock in a negotiated transaction for $5.50 per share.  The offer is conditioned upon Cypress commencing exclusive negotiations with Ramius no later than Friday, December 10, 2010 and entering into a definitive merger agreement by no later than Sunday, December 12, 2010.  This offer was first communicated to Cypress’ financial advisors on Thursday, December 9, 2010.  Ramius currently owns 9.9% of Cypress and commenced a tender offer on September 15, 2010 to purchase all of the shares of Cypress it does not currently own for $4.25 per share.

The $5.50 offer described in the letter represents a 120% premium over the $2.50 closing price of Cypress’ stock on July 16, 2010, the last trading day before Ramius publicly announced its proposal to acquire the Company for $4.00 per share in cash.

Ramius believes that the $5.50 offer will enable the Board to bring its exploration of all strategic alternatives to a prompt conclusion with a transaction that provides stockholders with a high degree of certainty that they will receive immediate full and fair value for their shares.

As outlined in the letter, affiliates of Royalty Pharma Finance Trust have indicated that they are prepared to provide financing for the $5.50 offer, provided Cypress commences exclusive negotiations with Ramius no later than Friday, December 10, 2010 and  a fully negotiated merger agreement between Cypress and Ramius is signed no later than Sunday, December 12, 2010.

In order to facilitate discussions, Ramius also today announced that it is extending its previously announced tender offer for $4.25 per share until 12:00 Midnight, New York City time, on December 17, 2010, unless the offer is further extended.  The tender offer was previously scheduled to expire at 12:00 Midnight, New York City time, on December 10, 2010.  All other material terms and conditions of the tender offer remain unchanged.

Previously, on September 15, 2010, Ramius announced that it commenced a tender offer to acquire all of the outstanding shares of common stock of Cypress for $4.25 per share in cash. That offer represented a 70% premium over the $2.50 closing price of Cypress’ stock on July 16, 2010, the last trading day before Ramius publicly announced its proposal to acquire the Company for $4.00 per share in cash.

As of the close of business on December 9, 2010, approximately 2,993,774 shares of Common Stock of Cypress, representing approximately 7.8% of all outstanding shares, were validly tendered and not withdrawn pursuant to the tender offer.  This amount does not include the 3,815,000 shares owned by Ramius and its affiliates.

Ramius has also entered into a confidentiality agreement with Cypress to conduct due diligence in connection with its tender offer or a possible negotiated transaction with Cypress.  The confidentiality agreement does not restrict Ramius’ ability to continue or consummate its current tender offer or to conduct a proxy solicitation in connection with the Company’s 2011 Annual Meeting of Stockholders.

The full text of the letter follows:

Dear Board Members:

Following our conversations with Perella Weinberg Partners over the past few weeks, this letter sets forth the willingness of Ramius V&O Acquisition LLC and its affiliates (“V&O Acquisition”) to offer to acquire all of the outstanding common stock (the “Common Stock”) of Cypress Bioscience, Inc. (“Cypress”) not already owned by V&O Acquisition and its affiliates in a negotiated transaction for $5.50 per share (the “Revised Offer”) provided that Cypress commences exclusive negotiations with V&O Acquisition no later than Friday, December 10, 2010 and enters into a definitive merger agreement no later than Sunday, December 12, 2010.  V&O Acquisition’s current tender offer is scheduled to expire on Friday, December 10, 2010.  To facilitate discussions, V&O Acquisition will be extending its existing tender offer for an additional five (5) business days, but reserves the right to terminate the tender offer at any time.

As of the date hereof, affiliates of Royalty Pharma Finance Trust (“Royalty Pharma”) have indicated that they are prepared to invest approximately $196 million in cash in the equity of V&O Acquisition to enable V&O Acquisition to pay the amount payable to stockholders of Cypress pursuant to the Revised Offer.  Royalty Pharma’s financing is not subject to due diligence or any other material condition.  However, Royalty Pharma has advised Ramius that it reserves the right to withdraw this financing arrangement if Cypress has not commenced exclusive negotiations with V&O Acquisition by midnight on Friday, December 10, 2010 and has not entered into a definitive merger agreement by midnight on Sunday, December 12, 2010.

V&O Acquisition believes that, as a result of its pending tender offer, it is able to acquire Cypress and pay the stockholders of Cypress the full value of their shares more quickly than any other potential bidder.  V&O Acquisition has completed all required due diligence and has sufficient funds to promptly close the tender offer.

V&O Acquisition is willing to enter into a merger agreement giving effect to the Revised Offer, which is of significant value and brings immediate certainty to Cypress and its stockholders.  The terms would include the following:

1. All cash offer of $5.50 per share.
2. The financing condition of the existing tender offer would be removed, including any requirement for future due diligence.
3. A seller-friendly second-step merger agreement with limited representations and warranties.
4. V&O Acquisition would be willing to close on the tender offer as soon as legally permissible, i.e., 10 business days after the announcement of the execution of the definitive merger agreement subject to Hart-Scott-Rodino (“HSR”) approval.  V&O Acquisition is prepared to seek early termination of the waiting period under HSR.  V&O Acquisition is also prepared to reduce the 90% stock tender condition to 50.1% of the outstanding Common Stock upon execution of the merger agreement if the parties can negotiate an appropriate top-up option and subsequent offering period to facilitate a short-form second step merger.
5. V&O Acquisition is willing to provide a broad fiduciary out in the merger agreement for any higher or better offer received prior to the closing of the tender offer, with the breakup fee on the low end of fairness, i.e., two percent (2%) of transaction value.

Time is of the essence. The above offer is subject to the condition that Cypress commences exclusive negotiations with V&O Acquisition no later than Friday, December 10, 2010 and enters into a definitive merger agreement by no later than Sunday, December 12, 2010.

V&O Acquisition appreciates that the Board of Directors and its financial advisors have fashioned a process by which Cypress has had the opportunity to fully explore strategic alternatives.  We believe stockholders are expecting the Board of Directors to bring this process to a prompt conclusion with a transaction that provides a high degree of certainty that they will receive immediate full and fair value for their shares.  The benefits of the Revised Offer should be clear to all concerned.

We look forward to hearing from you.  We are prepared to meet with you immediately to commence negotiations around a definitive merger agreement.

Very truly yours,

Jeffrey C. Smith

Ramius V&O Acquisition LLC

For further information regarding Ramius’ tender offer, shareholders can visit www.tenderforcypressbio.com.  Otherwise, to contact Ramius directly, stockholders can email contact information to cypbtender@ramius.com.

IMPORTANT INFORMATION REGARDING THE TENDER OFFER

Ramius V&O Acquisition LLC, a wholly-owned subsidiary of Ramius Value and Opportunity Advisors LLC, has commenced, along with certain of its affiliates, a tender offer to purchase all of the outstanding shares of common stock of Cypress at $4.25 per share, net to the seller in cash, without interest.  The offer is now scheduled to expire at 12:00 Midnight, New York City time, on December 17, 2010, unless the offer is extended.

Innisfree M&A Incorporated is the Information Agent for the tender offer and any questions or requests for the Offer to Purchase and related materials with respect to the tender offer may be directed to Innisfree M&A Incorporated.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES.  THE SOLICITATION AND THE OFFER TO BUY CYPRESS’ COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC HAS FILED (AND WILL FILE) WITH THE SECURITIES AND EXCHANGE COMMISSION.  STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.  STOCKHOLDERS MAY OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC’S WEBSITE AT WWW.SEC.GOV/ OR FROM RAMIUS LLC BY CONTACTING INNISFREE M&A INCORPORATED TOLL-FREE AT (877) 717-3936 OR COLLECT AT (212) 750-5833.

The offer is now scheduled to expire at 12:00 Midnight, New York City time, on December 17, 2010, unless extended.

About Ramius LLC

Ramius LLC is a registered investment advisor that manages assets in a variety of alternative investment strategies. Ramius LLC is headquartered in New York with offices located in London, Luxembourg, Tokyo, Hong Kong and Munich.

MFRI (MFRI) Reports Third Quarter Sales Up 11.9% and Net Income Up Sharply From Corresponding Period Last Year

NILES, IL — (Marketwire) — 12/10/10 — MFRI, Inc. (NASDAQ: MFRI) announced today sales and earnings for the quarter and nine months ended October 31, 2010. Third quarter net sales increased 11.9% to $58.8 million, from $52.6 million in the corresponding quarter of the prior year; net income was $3.6 million or $0.52 per diluted share, compared to net income of $0.7 million or $0.10 per diluted share, in the prior-year’s quarter.

THIRD QUARTER:

SALES — Sales increased 11.9% to $58.8 million, from $52.6 million for the prior-year’s quarter. Sales increased in all reportable segments.

GROSS PROFIT — Gross profit for the quarter increased to $13.6 million or 23.0% of sales from $12.5 million or 23.8% of sales in the corresponding prior year’s quarter. Gross profit increased in all reportable segments.

EXPENSES — Operating expenses decreased to $10.5 million or 17.9% of sales from $10.7 million or 20.3% of sales in the prior year’s period. The decrease in expenses was primarily due to staffing reductions and expense control measures.

NET INCOME — Net income rose to $3.6 million or $0.52 per diluted share, compared to net income of $0.7 million or $0.10 per diluted share in the prior-year’s quarter, primarily due to the increase in sales and income from the joint venture. The annual effective income tax rate was less than the statutory U. S. federal income tax rate mainly due to the impact of income tax free earnings in the United Arab Emirates (“U.A.E.”).

YEAR-TO-DATE (NINE MONTHS):

SALES — Sales for the nine months ended October 31, 2010 were $170.6 million, 5.9% less than the $181.3 million for the prior-year’s first nine months. Year-to-date sales increased in the industrial process cooling and filtration products businesses while slightly decreasing (1.6%), in the piping systems business. The prior year’s period for the piping systems business included higher sales related to the India pipeline project, completed in the fall of 2009, and a stronger Dubai market. The heating, ventilating and air conditioning (“HVAC”) business, included in Corporate and Other, decreased in the current year, primarily because new construction activity was adversely affected by the soft economy.

GROSS PROFIT — Year-to-date gross profit decreased to $38.1 million or 22.3% of sales from $45.8 million or 25.3% in the prior year. Gross profit decline occurred in the piping systems business, due primarily to reduced volume in the U.A.E. and the completion of the large project in India, and in the HVAC business, due to the slowdown in local construction activity. The filtration products and industrial process cooling businesses each experienced an increase in their gross profit for the period. This increase in gross profit was primarily due to increased volume and margin and contributed towards reversing the operating losses of recent years for the continuing activities.

EXPENSES — Year-to-date operating expenses decreased to $32.4 million, or 19.0% of sales, in 2010 from $34.4 million, also 19.0% of sales, in the corresponding period in 2009, primarily due to lower profit-based management incentives, lower legal expenses, reduced costs in connection with staff reductions and an absence of foreign exchange losses, partially offset by an increase in deferred compensation expense and South African closing costs.

NET INCOME — Net income was $6.0 million or $0.87 diluted earnings per share, compared to $10.5 million or $1.53 diluted earnings per share in the prior-year period. This decrease was primarily due to the lower volume of the piping systems business related to reduced economic activity in the U.A.E., the completion of the India pipeline project in 2009, and sharply reduced profits from the HVAC activities because of the decline in construction activity in the Chicago area. The annual effective income tax rate was less than the statutory U. S. federal income tax rate mainly due to the impact of income tax free earnings in the U.A.E.

CURRENT STATUS:

BACKLOG — The Company’s backlog on October 31, 2010 was $75.1 million, an increase of 2.4% from January 31, 2010, principally the result of increased activity in the U.S. Much of this backlog is not expected to result in sales until the second or third quarter next year, postponing any profit realization on those contracts until after the first quarter of 2011.

PIPING SYSTEMS — In the fall of 2009, the Company completed its work insulating a 600 kilometer (370 mile) hot oil pipeline project in India. The Company received an additional order in January 2010, to insulate and jacket approximately 150 kilometers (93 miles) of additional pipe for the same project. Production of this material began in the second quarter of 2010 and was substantially completed by the end of the third quarter 2010. A poor economic climate, particularly in Dubai, has been a major cause of our decreased business activity in the Gulf Cooperation Council countries (“GCC”). Piping systems’ domestic sales and earnings are seasonal, typically higher during the second and third quarters due to favorable weather for construction over much of North America, and are correspondingly lower during the first and fourth quarters.

FILTRATION PRODUCTS — Industrial markets show some improvement, which was indicated by a 21.0% increase in net sales and a 35.6% increase in gross profit from the prior-year’s third quarter. The third quarter resulted in operating income of $120,000 compared to an operating loss of $889,000 in last year’s third quarter. Year-to-date sales rose 3.5%, and the operating loss was reduced by 69.4%. Excluding the South African operating losses and closing costs, the filtration products business year-to-date operating loss would have had a small operating profit. The Company intends to continue to invest in new product development and geographic expansion to improve its competitive position in this very challenging climate.

INDUSTRIAL PROCESS COOLING — Market conditions for industrial process cooling also show some signs of improvement. Net sales grew 1.5% for the quarter and 12.0% year-to-date versus last year. Gross profit grew 15.6% and the gross margin percentage improved 3.1 percentage points from last year’s third quarter. This improvement, coupled with expense control, resulted in a modest profit for the nine months. Quoting activity and recent orders show increased strength over the past several quarters, both domestically and internationally, but market conditions remain uncertain.

David Unger, CEO, commented, “Maintaining our diversified product mix and geographic view has helped mitigate some of the effects of a difficult economic climate. We believe market conditions will remain challenging for some time. We plan to continue to make strategic investments to facilitate growth for the long term. One example is our recently announced initiative to establish a pipe insulation facility in Saudi Arabia, to capture a greater share of the growing market in that country and nearby GCC.”

Brad Mautner, President and COO, said, “We are happy to report that the third quarter continued to deliver year-over-year operating profit improvement in both the industrial process cooling and filtration segments. The piping systems segment also showed modest operating profit growth even though margins were lower than the prior year’s quarter due to pricing pressures in the U.A.E., U.S. and ongoing development expenses for expansion into Saudi Arabia. The expected timing for work in the backlog coupled with the usual winter slow period for piping systems is anticipated to produce another difficult fourth quarter, but we expect results better than last year. Given a slowly improving U.S. business climate and a backlog with some large projects due for execution next year, 2011 shows promise for improvement compared to 2010.”

MFRI, Inc. is a multi-line company engaged in the following businesses: pre-insulated specialty piping systems for oil and gas gathering, district heating and cooling and other applications; custom-designed industrial filtration products to remove particulates from dry gas streams; industrial process cooling equipment to remove heat from molding, printing and other industrial processes; and installation of heating, ventilation and air conditioning for large buildings.

Form 10-Q for the period ended October 31, 2010 will be accessible at http://www.sec.gov/. For more information visit the Company’s website www.mfri.com or contact the Company directly.

Statements and other information contained in this announcement which can be identified by the use of forward-looking terminology such as “anticipate,” “may,” “will,” “expect,” “continue,” “remain,” “intend,” “aim,” “should,” “prospects,” “could,”” position,” “future,” “potential,” “believes,” “plans,” “likely,” ” seems,” “promise,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “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 and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment. Such risks and uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, raw material availability and prices, global interest rates, currency exchange rates, labor relations and other risk factors.

MFRI, INC. AND SUBSIDIARIES
Condensed Statements of Operations and Related Data (Unaudited)

                                    Three Months Ended   Nine Months Ended
(In 000's except per share data)        October 31,         October 31,
Operating Statement Information       2010      2009      2010      2009
                                    --------  --------  --------  --------
Net sales
  Piping Systems                    $ 31,073  $ 25,704  $ 89,449  $ 90,887
  Filtration Products                 21,159    17,481    61,318    59,221
  Industrial Process Cooling           6,022     5,934    18,529    16,550
  Corporate and Other                    583     3,467     1,278    14,613
                                    --------  --------  --------  --------
    Total                             58,837    52,586   170,574   181,271
                                    --------  --------  --------  --------
Gross profit
  Piping Systems                       9,181     8,506    25,451    33,963
  Filtration Products                  2,912     2,147     7,990     6,007
  Industrial Process Cooling           1,498     1,296     4,899     3,799
  Corporate and Other                    (36)      541      (290)    2,077
                                    --------  --------  --------  --------
    Total                             13,555    12,490    38,050    45,846
                                    --------  --------  --------  --------
Income (loss) from operations
  Piping Systems                       5,601     5,398    14,524    22,214
  Filtration Products                    120      (889)     (913)   (2,984)
  Industrial Process Cooling             (53)     (471)      128    (1,254)
  Corporate and Other                 (2,650)   (2,227)   (8,058)   (6,511)
                                    --------  --------  --------  --------
    Total                              3,018     1,811     5,681    11,465

Income (loss) from joint venture         695        40       574       (66)

Interest expense, net                    371       371     1,060     1,589

                                    --------  --------  --------  --------
Income before income taxes             3,342     1,480     5,195     9,810

Income tax benefit                      (223)      785      (768)     (642)

                                    --------  --------  --------  --------
Net income                          $  3,565  $    695  $  5,963  $ 10,452
                                    ========  ========  ========  ========

Weighted average common shares
 outstanding
Basic                                  6,842     6,826     6,839     6,820
Diluted                                6,842     6,856     6,865     6,852

Earnings per share:
Basic                               $   0.52  $   0.10  $   0.87  $   1.53
Diluted                                 0.52      0.10      0.87      1.53

                                                    October 31, January 31,
Backlog:                                               2010        2010
                                                    ----------- -----------
Piping Systems                                      $    39,678 $    48,770
Filtration Products                                      20,027      21,397
Industrial Process Cooling                                4,306       2,377
Corporate and Other                                      11,089         788
                                                    ----------- -----------
    Total                                           $    75,100 $    73,332
                                                    =========== ===========

See the Company’s Form 10-Q for the period for notes to financial statements.

NASDAQ Panel Grants FUQI International’s (FUQI) Request for Continued Listing

Uni-Pixel, Inc. (UNXL) Announces Pricing of Common Stock Offering

THE WOODLANDS, Texas, Dec. 10, 2010 /PRNewswire-FirstCall/ — Uni-Pixel, Inc. (Nasdaq: UNXL), a production stage company delivering Clearly Superior™ Performance Engineered Films to the touch screen, flexible electronics, and lighting and display markets announced the pricing on December 9, 2010 of an underwritten public offering of 3,000,000 shares of its common stock at a price of $5.00 per share, for gross proceeds of $15.0 million.  The net proceeds of the offering after deducting underwriting discounts and commissions and estimated offering expenses are expected to be approximately $13.3 million.

In connection with the close of the offering Uni-Pixel completed a 1-for-15 reverse stock split.  As a result, for the next 20 business days, our symbol on NASDAQ will be UNXLD.  After 20 business days, our symbol will be UNXL.

Uni-Pixel expects to close the sale of its common stock, subject to customary conditions, on or about December 15, 2010.

MDB Capital Group LLC is acting as the sole manager for the offering.

Uni-Pixel has granted the underwriters a 45-day option to purchase up to an additional 450,000 shares of Uni-Pixel’s common stock to cover over-allotments, if any.

This announcement shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any offer or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.  The offering will be made only by means of a prospectus, copies of which may be obtained from MDB Capital Group LLC 401 Wilshire Boulevard, Suite 1020, Santa Monica, CA 90401, (310) 526-5000.

About Uni-Pixel, Inc.

Uni-Pixel is a production stage company delivering its Clearly Superior™ Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. Uni-Pixel’s high-volume roll-to-roll or continuous flow manufacturing process offers high-fidelity replication of advanced micro-optic structures and surface characteristics over large area, combined with a thin film conductive element. The Company plans to sell its films as sub- components for use in LCD, FSC – LCD and its Time Multiplexed Optical Shutter (TMOS) display technology as a back light film and active film sub-component.  The Company is currently shipping its Clearly Superior ™ Finger Print Resistant protective cover films for multiple touch enabled devices. In addition, Uni-Pixel sells its films under the Clearly Superior™ brand, as well as private label and OEM. Uni-Pixel was recently recognized by MDB Capital Group as one of the top 50 small-cap most innovative public companies. Uni-Pixel’s corporate headquarters are located in The Woodlands, TX. For further information please see http://www.unipixel.com.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: All statements in this news release that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10 for the year ended December 31, 2009. We operate in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise any forward-looking statements. Readers are also urged to carefully review and consider the other various disclosures in the Company’s Annual Report on Form 10 for the year ended December 31, 2009, as well as other public filings with the SEC since such date.

ARMOUR Residential REIT, Inc. (ARR) Reports 19.75% Annualized Dividend Rate for Q4 2010

VERO BEACH, Fla., Dec. 10, 2010 (GLOBE NEWSWIRE) — ARMOUR Residential REIT, Inc. (NYSE Amex:ARR) (NYSE Amex:ARR.WS) (“ARMOUR” or the “Company”) today announced that its Board of Directors has declared a $0.36 dividend payable to shareholders of record on Monday, December 20. The dividend will be paid on Monday, December 27, 2010.

The Company’s Board of Directors also announced that the Q1 2011 monthly dividend rate will be $0.12 payable as follows:

ARMOUR Residential REIT, Inc.

ARMOUR is a Maryland corporation that invests primarily in hybrid adjustable rate, adjustable rate and fixed rate residential mortgage-backed securities, or RMBS, issued or guaranteed by U.S. Government-chartered entities.   ARMOUR is externally managed and advised by ARMOUR RESIDENTIAL MANAGEMENT LLC (“ARRM”).  ARMOUR Residential REIT, Inc. intends to qualify to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with ARMOUR’s taxable year ending December 31, 2009.

Safe Harbor

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.  Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events.  Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.  These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.

Additional information concerning these and other risk factors is contained in the Company’s most recent filings with the Securities and Exchange Commission (“SEC”).  All subsequent written and oral forward-looking statements concerning the Company are expressly qualified in their entirety by the cautionary statements above.  The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made.  The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

Additional Information and Where to Find It

Investors, security holders and other interested persons may find additional information regarding the Company at the SEC’s Internet site at http://www.sec.gov/, or the Company website www.armourreit.com  or by directing requests to: ARMOUR Residential REIT, Inc., 956 Beachland Blvd., Suite #11, Vero Beach, Florida 32963, Attention: Investor Relations.

CONTACT:  ARMOUR Residential REIT, Inc.
          Investor Contact:
          Jeffrey Zimmer, Co-Chief Executive Officer,
           President and Vice Chairman
          (772) 617-4340

Ciena Reports (CIEN) Unaudited Fiscal Fourth Quarter 2010 and Year-End Financial Results

Dec. 9, 2010 (Business Wire) — Ciena^® Corporation (NASDAQ: CIEN), the network specialist, today announced unaudited results for its fiscal fourth quarter and year ended October 31, 2010.

For the fiscal fourth quarter 2010, Ciena reported revenue of $417.6 million, representing a 7% sequential increase from fiscal third quarter 2010 revenue of $389.7 million. Fiscal fourth quarter performance includes $255.6 million in revenue from the acquired assets of the Metro Ethernet Networks business of Nortel* (the “MEN Business”), reflecting the second full quarter of combined operations since the close of the transaction on March 19, 2010. For fiscal year 2010, Ciena reported revenue of $1.2 billion, as compared to $652.6 million for fiscal year 2009, an increase primarily driven by the acquisition of the MEN Business.

“With strong fiscal fourth quarter and year-end results and our integration activities solidly on track, it is evident that our strategic direction and execution continue to be validated by the market,” said Gary Smith, president and CEO of Ciena. “As a focused player with scale, we are taking advantage of our increased global reach and market leadership to capitalize on future growth opportunities and improve operating leverage.”

On the basis of generally accepted accounting principles (GAAP), Ciena’s net loss for the fiscal fourth quarter 2010 was $(80.3) million, or $(0.86) per common share, which compares to a GAAP net loss of $(26.7) million, or $(0.29) per common share, for the fiscal fourth quarter of 2009. The fiscal fourth quarter 2010 included $18.1 million in acquisition and integration-related costs associated with Ciena’s acquisition of the MEN Business. For the fiscal year 2010, Ciena had a net loss of $(333.5) million, or $(3.58) per common share.

Ciena’s adjusted (non-GAAP) net loss for the fiscal fourth quarter 2010 was $(17.0) million, or $(0.18) per common share, which compares to an adjusted (non-GAAP) net loss of $(10.8) million, or $(0.12) per common share for the fiscal fourth quarter 2009. For fiscal year 2010, Ciena’s adjusted (non-GAAP) net loss was $(48.1) million, or $(0.52) per common share. Reconciliations between the GAAP and adjusted (non-GAAP) measures contained in this release are provided in the tables in Appendices A and B.

Fiscal Fourth Quarter 2010 Performance Summary

• $417.6 million in revenue, reflecting approximately $255.6 million from the MEN Business.
• Non-U.S. customers contributed 50% of total revenue.
• One 10%-plus customer that represented 15% of total quarterly revenue.
• Adjusted (non-GAAP) operating expense of $195.3 million.
• GAAP gross margin of 40.3%.
• Adjusted (non-GAAP) gross margin of 43.7%, which excludes share-based compensation costs, amortization of intangible assets, and fair value adjustment of acquired inventory.
• GAAP net loss of $(80.3) million or $(0.86) per common share.
• Adjusted (non-GAAP) net loss of $(17.0) million or $(0.18) per common share.
• Ended the quarter with cash and cash equivalents of $688.7 million. We used $25.8 million in cash for operations during the quarter, which reflects $2.0 million provided from changes in working capital and $27.8 million in net losses (adjusted for non-cash charges).
• Incurred $18.1 million in acquisition and integration-related costs, and $4.5 million in restructuring costs.

Business Outlook

“While current macroeconomic conditions are still causing some caution in customer spending, the continuing strength in the fundamental demand drivers of our business and progress on our integration gives us confidence in our ability to achieve our operating targets,” stated Smith. “We expect fiscal first quarter 2011 revenue to be in the range of $410 million to $430 million and adjusted gross margin to be in the low 40s range.”

Live Web Broadcast of Unaudited Fiscal Fourth Quarter 2010 and Year-End Results

Ciena will host a discussion of its unaudited fiscal fourth quarter 2010 and year-end results with investors and financial analysts today, Thursday, December 9, 2010 at 8:30 a.m. (Eastern). The live broadcast of the discussion will be available via Ciena’s homepage at www.ciena.com. An archived version of the discussion will be available shortly following the conclusion of the live broadcast on the Investor Relations page of Ciena’s website at: www.ciena.com/investors.

Note to Investors

Forward-looking statements. This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to the Company as of the date hereof. Ciena’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its Report on Form 10-Q, which Ciena filed with the Securities and Exchange Commission on September 8, 2010. Forward-looking statements include statements regarding Ciena’s expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words. Forward-looking statements in this release include: based on our direct conversations with customers and supported by trends we are seeing currently in the business, including recently improved order flow, we expect to deliver sequential revenue growth in our fiscal third quarter. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

Non-GAAP Presentation of Quarterly Results. This release includes non-GAAP measures of Ciena’s gross profit, operating expenses, income from operations, net income and net income per share. In evaluating the operating performance of Ciena’s business, management excludes certain charges and credits that are required by GAAP. These items, share one or more of the following characteristics: they are unusual and Ciena does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of Ciena’s control. Management believes that the non-GAAP measures below provide management and investors useful information and meaningful insight to the operating performance of the business. The presentation of these non-GAAP financial measures should be considered in addition to Ciena’s GAAP results and these measures are not intended to be a substitute for the financial information prepared and presented in accordance with GAAP. Ciena’s non-GAAP measures and the related adjustments may differ from non-GAAP measures used by other companies and should only be used to evaluate Ciena’s results of operations in conjunction with our corresponding GAAP results. For a complete GAAP to non-GAAP reconciliation of the non-GAAP measures contained in this release, see Appendix A.

About Ciena

Ciena is the network specialist. We collaborate with customers worldwide to unlock the strategic potential of their networks and fundamentally change the way they perform and compete. With focused innovation, Ciena brings together the reliability and capacity of optical networking with the flexibility and economics of Ethernet, unified by a software suite that delivers the industry’s leading network automation. We routinely post recent news, financial results and other important announcements and information about Ciena on our website. For more information, visit www.ciena.com.

*’Nortel’ is a trademark of Nortel Networks, used under license by Ciena.

The adjusted (non-GAAP) measures above and their reconciliation to Ciena’s GAAP results for the periods presented reflect adjustments relating to the following items:

• Share-based compensation costs – a non-cash expense incurred in accordance with share-based compensation accounting guidance.
• Amortization of intangible assets – a non-cash expense arising from acquisition of intangible assets, principally developed technologies and customer-related intangibles that Ciena is required to amortize over its expected useful life. The amount of amortization cost increased significantly as a result of the acquisition of the MEN Business.
• Fair value adjustment of acquired inventory – an infrequent charge required by acquisition accounting rules resulting from the required revaluation of inventory acquired from the MEN Business to estimated fair value. This revaluation resulted in a net increase in inventory carrying value and an increase in cost of goods sold for the periods indicated.
• Product rationalization charges – infrequent costs relating to excess and obsolete inventory charges and purchase commitment losses during the second quarter of fiscal 2010 associated with product rationalization decisions made by Ciena regarding the combined portfolio of products to be offered following the completion of the acquisition of the MEN Business.
• Acquisition and integration-related costs – reflects transaction expense, and consulting and third party service fees associated with the acquisition of the MEN Business and the integration of this business into Ciena’s operations. Ciena does not believe that these costs are reflective of its ongoing operating expense following its completion of these integration activities.
• Restructuring costs – infrequent costs incurred as a result of restructuring activities (or in the case of recoveries, previous restructuring activities) taken to align resources with perceived market opportunities that Ciena believes are not reflective of its ongoing operating costs.
• Impairment of goodwill – a non-cash charge incurred during the second quarter of fiscal 2009 reflecting the impairment of the then remaining amount of goodwill on Ciena’s balance sheet. Ciena conducted an interim impairment assessment of goodwill at that time based on a combination of factors, including macroeconomic conditions and the sustained decline in Ciena’s common stock price and market capitalization below its net book value.
• Change in fair value of contingent consideration – a non-cash unrealized gain related to the change in fair value of a contingent refund right Ciena received relating to the lease of its Carling, Canada facility entered into as part of the acquisition of the MEN Business. As a result of a change in circumstances, including Nortel’s announcement that, as part of its pending sale of this campus, it intends to exercise an early termination feature in the lease, we recorded an unrealized gain of $13.8 million during the fourth quarter of fiscal 2010.
• Loss on cost method investments – a non-cash loss related to changes in the value of Ciena’s equity investments in technology companies that Ciena does not believe is reflective of its ongoing operating costs.
• Change in fair value of embedded redemption feature – a non-cash unrealized gain or loss reflective of a mark to market fair value adjustment of an embedded derivative related to the redemption feature of Ciena’s outstanding 4.0% senior convertible notes.
• Gain on extinguishment of debt – an infrequent gain related to the repurchase and early extinguishment of a portion of our outstanding senior convertible notes during the fourth quarter of fiscal 2010.

Press:

Ciena Corporation

Nicole Anderson, 410-694–5786

pr@ciena.com

or

Investors:

Ciena Corporation

Gregg Lampf, 888-243–6223

ir@ciena.com

OCZ Technology Group (OCZ) Receives First Tier One OEM Mass Production Order of MLC-Based Solid State Drives

SAN JOSE, Calif., Dec. 9, 2010 (GLOBE NEWSWIRE) — OCZ Technology Group, Inc. (Nasdaq:OCZ), a leading provider of high-performance solid-state drives (SSDs) and memory modules for computing devices and systems, today announced that it has secured mass production quantity orders of its Deneva Series MLC-based Enterprise SSD in 240GB capacities from a Tier 1 OEM.

The Deneva is being deployed as an enterprise storage solution for use in data center applications and shipments are expected to begin in OCZ’s fiscal 4th quarter ending February 2011. Initial orders are expected to be in the 5-15 thousand units per quarter range, with initial ASP’s in the $300-$500 range.

“OCZ is committed to developing SSD solutions that help our clients address the growing need for higher performing and more reliable enterprise-class storage,” said Ryan Petersen, CEO of OCZ Technology Group. “We are pleased to have our Deneva line of fully customizable SSDs selected by a Tier 1 OEM and expect that OCZ MLC-based SSDs will continue to gain momentum within the enterprise space.”

The Deneva Series SSD exemplifies OCZ’s continued technology leadership in MLC-based SSD technology for use in enterprise storage and server applications and delivers up to 50,000 IOPS, enabling greater overall performance and productivity. Deneva architecture not only delivers attractive price to performance ratios, but provides enterprise-class endurance, power loss protection and enhanced error correction algorithms in a wide variety of storage protocols, all while using cost effective MLC NAND flash .

OCZ SSD solutions help overcome the performance, durability, and maintenance obstacles inherent to traditional mechanical HDD storage. In addition to the superior design, reliability, and speed, OCZ’s ability to provide custom MLC-based solid state solutions to enterprise OEMs ensures ultimate compatibility, reliability and superior total cost of ownership.

About OCZ Technology Group, Inc.

Founded in 2002, San Jose, CA-based OCZ Technology Group, Inc. (“OCZ”), is a leader in the design, manufacturing, and distribution of high performance and reliable Solid-State Drives (SSDs) and premium computer components. OCZ has built on its expertise in high-speed memory to become a leader in the SSD market, a technology that competes with traditional rotating magnetic hard disk drives (HDDs). SSDs are faster, more reliable, generate less heat and use significantly less power than the HDDs used in the majority of computers today. In addition to SSD technology, OCZ also offers high performance components for computing devices and systems, including enterprise-class power management products as well as leading-edge computer gaming solutions. For more information, please visit: www.ocztechnology.com.

The OCZ Technology Group, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7439

Forward-Looking Statements Certain statements in this release relate to future events and expectations and as such constitute forward-looking statements involving known and unknown factors that may cause actual results of OCZ Technology Group, Inc. to be different from those expressed or implied in the forward-looking statements. In this context, words such as “will,” “would,” “expect,” “anticipate,” “should” or other similar words and phrases often identify forward-looking statements made on behalf of OCZ. It is important to note that actual results of OCZ may differ materially from those described or implied in such forward-looking statements based on a number of factors and uncertainties, including, but not limited to, market acceptance of OCZ’s products and OCZ’s ability to continually develop enhanced products; adverse changes both in the general macro-economic environment as well as in the industries OCZ serves, including computer manufacturing, traditional and online retailers, information storage, internet search and content providers and computer system integrators; OCZ’s ability to efficiently manage material and inventory, including integrated circuit chip costs and freight costs; and OCZ’s ability to generate cash from operations, secure external funding for its operations and manage its liquidity needs. Other general economic, business and financing conditions and factors are described in more detail in “Item 1A — Risk Factors” in Part II in OCZ’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2010. The filing is available both at www.sec.gov as well as via OCZ’s website at www.ocztechnology.com. OCZ does not undertake to update its forward-looking statements.

CONTACT:  OCZ Technology Group, Inc.
          Ryan Petersen, CEO
          408-733-8400

          The Investor Relations Group
          Investor Relations:
          Adam Holdsworth
          Public Relations:
          Mike Graff
          212-825-3210

Helen of Troy Ltd. (HELE) Announces Definitive Agreement to Acquire Kaz, Inc., and Conference Call

lululemon athletica inc. (LULU) Announces Third Quarter Fiscal 2010 Results

Dec. 9, 2010 (Business Wire) — lululemon athletica inc. [NASDAQ:LULU; TSX:LLL] today announced financial results for the third quarter ended October 31, 2010.

For the thirteen weeks ended October 31, 2010:

• Net revenue for the quarter increased 56% to $175.8 million from $112.9 million in the third quarter of fiscal 2009. Net revenue from corporate-owned stores was $143.2 million for the quarter, an increase of 46% from $98.1 million in the third quarter of fiscal 2009, and comparable-store sales increased by 29% on a constant-dollar basis.
• Gross profit for the quarter increased by 72% to $96.8 million, and as a percentage of net revenue gross profit increased to 55% for the quarter from 50% in the third quarter of fiscal 2009.
• Income from operations for the quarter increased by 103% to $42.4 million, and as a percentage of net revenue was 24% compared to 19% of net revenue in the third quarter of fiscal 2009.
• Diluted earnings per share for the quarter was $0.36 on net income of $25.7 million, compared to diluted earnings per share of $0.20 on net income of $14.1 million in the third quarter of fiscal 2009.
• The tax rate for the quarter was 39% versus 33% a year ago. The tax rate has been increased to take into account the additional deferred income tax liability for estimated future taxes attributable to undistributed earnings of the Canadian operating subsidiary.

For the thirty-nine weeks ended October 31, 2010:

• Net revenue for the first three quarters increased 60% to $466.3 million from $292.3 million in the same period of fiscal 2009. Net revenue from corporate-owned stores was $388.2 million for the first three quarters of fiscal 2010, an increase of 52% from $256.1 million in the first three quarters of fiscal 2009. Year to date comparable-store sales increased by 31% on a constant-dollar basis.
• Gross profit for the first three quarters increased by 84% to $251.5 million from $136.5 million in the same period of fiscal 2009. As a percentage of net revenue, gross profit increased to 54% for the first three quarters of fiscal 2010 from 47% in the same period of fiscal 2009.
• Income from operations for the first three quarters increased by 142% to $109.1 million, and as a percentage of net revenue was 23% compared to 15% of net revenue in the same period of fiscal 2009.
• Diluted earnings per share on a year to date basis was $0.93 on net income of $67.1 million, compared to diluted earnings per share of $0.42 on net income of $29.8 million in the same period of fiscal 2009.
• The tax rate for the first three quarters of fiscal 2010 was 40% versus 34% for the same period in the prior year. The tax rate has been increased to take into account the additional deferred income tax liability for estimated future taxes attributable to undistributed earnings of the Canadian operating subsidiary.

The Company ended the third quarter of fiscal 2010 with $224.8 million in cash and cash equivalents compared to $101.8 million at the end of the third quarter of fiscal 2009. Inventory at the end of the third quarter of fiscal 2010 totaled $73.0 million compared to $52.1 million at the end of the third quarter of fiscal 2009. The Company ended the quarter with 134 stores in North America and Australia.

Christine Day, lululemon’s CEO stated: “We are very pleased with our strong third quarter results. Our technical product continues to drive our top line growth, cementing our position as an innovative athletic wear company with yoga at our core. Looking ahead, we remain excited about the potential for lululemon and will continue to execute on our strategies and invest in our future for the significant growth opportunities still ahead of us.”

Updated Outlook

For the fourth quarter of fiscal 2010, we expect net revenue to be in the range of $210 million to $215 million based on a comparable-store sales percentage increase in the high teens on a constant-dollar basis. Diluted earnings per share are expected to be in the range of $0.46 to $0.48 for the quarter. This assumes 72.2 million diluted weighted-average shares outstanding and a 40% tax rate.

Conference Call Information

A conference call to discuss third quarter results is scheduled for today, December 9, 2010, at 9:00 am Eastern Time. Those interested in participating in the call are invited to dial (877) 303-3203 approximately 10 minutes prior to the start of the call. The conference call will also be webcast live at www.lululemon.com. The webcast will be accessible on our website for approximately 30 days after the call.

About lululemon athletica inc.

lululemon athletica (NASDAQ:LULU; TSX:LLL) is a yoga-inspired athletic apparel company that creates components for people to live longer, healthier and more fun lives. By producing products that help keep people active and stress free, lululemon believes that the world will be a better place. Setting the bar in technical fabrics and functional designs, lululemon works with yogis and athletes in local communities for continuous research and product feedback. For more information, visit www.lululemon.com.

Non-GAAP Financial Measure

Constant-dollar net revenue changes, which exclude the impact of changes in foreign exchange rates, is not a United States Generally Accepted Accounting Principle (“GAAP”) performance measure. We provide constant-dollar net revenue changes because we use the measure to understand the underlying growth rate of revenue excluding the impact on a quarter-by-quarter basis of changes in foreign exchange rates, which are not under management’s direct control. We believe that disclosing net revenue changes on a constant-dollar basis is useful to investors because it enables them to better understand the level of growth of our business.

Forward-Looking Statements:

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the development and introduction of new products, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “outlook,” “believes,” “intends,” “estimates,” “predicts,” “potential” or the negative of these terms or other comparable terminology. These forward-looking statements are based on management’s current expectations but they involve a number of risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation: the possibility that we may not be able to manage operations at our current size or manage growth effectively; risks that consumer spending may continue to decline and that U.S. and global macroeconomic conditions may worsen; the possibility that levels of comparable-store sales or average sales per square foot will decline; the possibility that we may not be able to successfully expand in the United States and other new markets; increased competition causing us to reduce the prices of our products or to increase significantly our marketing efforts in order to avoid losing market share; the possibility that we may not be able to continually innovate and provide our consumers with improved products; the possibility that our suppliers or manufacturers may not produce or deliver our products in a timely or cost-effective manner; and other risk factors detailed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2010 filed with the Securities and Exchange Commission and available at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. The forward-looking statements made herein speak only as of the date of this press release and the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

¹ Store count and square footage summary includes corporate-owned stores which are branded lululemon athletica and ivivva athletica.

² Number of stores opened during fiscal 2010 are branded lululemon athletica and include nine locations repurchased from our Australian franchise operator and one reacquired franchise in Canada, in the second quarter.

³ Gross square feet added during the quarter includes net square foot additions for corporate-owned stores which have been renovated or relocated in the quarter.

Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6539657&lang=en

ICR, Inc

Investors:

Joseph Teklits/Jean Fontana, 203-682-8200

or

Media:

Alecia Pulman, 203-682-8224

CyberDefender (CYDE) Expects to File Amended Financial Reports and Regain NASDAQ Compliance

LOS ANGELES, Dec. 9, 2010 (GLOBE NEWSWIRE) — CyberDefender Corporation (Nasdaq:CYDE) (“CyberDefender”), a provider of Internet security software, utilities and remote technical support services that work together to maximize online safety for consumers, today announced that it expects to file its amended financial reports and regain NASDAQ compliance before December 31, 2010.

“Our entire team is working diligently in the preparation of our filings and we anticipate completing all necessary requirements before year-end to restore NASDAQ compliance and maintain our listing,” said CyberDefender Chief Financial Officer, Kevin Harris. “We want to reassure our shareholders that we do not expect the restatements to affect our reported historical revenue or gross sales, or the company’s future growth prospects. In fact, we continue to see strong year-over-year sales growth and continue to expect to report improved results once again this quarter.”

CyberDefender expects to file its amended annual report on Form 10-K/A for the period ended December 31, 2009 and amended quarterly reports on Form 10-Q/A for the periods ended March 31, 2010 and June 30, 2010, as well as its quarterly report on Form 10-Q for the period ended September 30, 2010, with the United States Securities and Exchange Commission before December 31, 2010.

Upon filing these reports, CyberDefender believes that it will be in compliance with Rule 5250(c)(1) of the Nasdaq Listing Rules for continued listing and will qualify for continued listing on the NASDAQ Stock Market.

About CyberDefender

CyberDefender is a provider of Internet security software, utilities and remote technical support services that work together to ensure maximum safety for consumers in a digital world. The company develops and markets antispyware/antivirus software and a remote, live technical support service. In addition, CyberDefender offers identity protection and computer optimization services. With millions of active users on its cloud based collaborative Internet security network, CyberDefender leverages the power of community to protect its customers from the rapidly growing number of new online threats every year. CyberDefender products are fully compatible with Microsoft Windows® XP, Vista®, and 7 Operating systems. All products are available at www.cyberdefender.com. Investor relations information is available at www.cyberdefendercorp.com.

The CyberDefender Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7874

FORWARD LOOKING STATEMENTS

Statements in this public announcement that are not statements of historical or current fact, including CyberDefender’s statements regarding the filing of reports with the Securities and Exchange Commission, future compliance with Nasdaq listing requirements, future growth and future business results, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause CyberDefender’s actual results to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Factors that could cause CyberDefender’s results to be materially different from the forward-looking statements include, but are not limited to, whether CyberDefender will be able to find financing as required and whether CyberDefender’s revenues will eventually exceed its expenses. The forward-looking statements also are subject generally to other risks and uncertainties that are described from time to time in CyberDefender’s reports and registration statements filed with the Securities and Exchange Commission, which are available for review at http://www.sec.gov/.

CONTACT:  The Bohle Company
          Public Relations:
          Luis Levy
          (310) 785-0515 ext. 204
          Luis@bohle.com

          The Piacente Group
          Investor Relations:
          Kristen McNally
          Lee Roth
          (212) 481-2050
          IR@CyberDefender.com
          www.CyberDefenderCorp.com

Gentex (GNTX) Mirrors Featured on New Jaguar

ZEELAND, MI — (Marketwire) — 12/07/10 — Gentex Corporation (NASDAQ: GNTX), the Zeeland, Michigan-based manufacturer of automatic-dimming rearview mirrors and camera-based active-safety systems for the automotive industry, commercial fire protection products and dimmable aircraft windows, has announced that it is shipping a three-mirror auto-dimming rearview mirror system with its SmartBeam® High-Beam Assist technology for the all-new Jaguar XJ. Called “Auto High Beam Assist” (AHBA) by Jaguar, SmartBeam was introduced on the new XJ in the European and United States markets simultaneously. Jaguar Land Rover is a subsidiary of Tata Motors, Ltd. of India.

The new XJ features a three-mirror auto-dimming system. Base feature interior and exterior auto-dimming mirrors are standard equipment. Both the US and European markets offer SmartBeam as an upgrade option on the lower two trim levels and as standard equipment on the top two trim levels.

SmartBeam was introduced on the new XJ in the European and U.S. markets at launch in 2010. SmartBeam is also available on Land Rover’s Discovery 4 and Range Rover Sport models.

“We are very pleased that Jaguar Land Rover sees the benefit of making our products available in the global market,” said Gentex Senior Vice President Enoch Jen.

SmartBeam uses a miniature camera-on-a-chip combined with algorithmic decision-making to automatically operate a vehicle’s high beams in order to optimize their usage according to surrounding traffic conditions. The system maximizes forward lighting while eliminating the repetitive task of turning the high beams on and off manually. SmartBeam is integrated into a Gentex auto-dimming mirror, which automatically darkens to eliminate glare from the headlamps of vehicles approaching from the rear.

To meet the growing demand for the Company’s product line, Gentex is currently working to fill approximately 140 manufacturing positions plus more than 100 technical positions, primarily in the electrical engineering and software development areas. Additional information is available at http://www.gentex.com/careers/.

Founded in 1974, Gentex Corporation (NASDAQ: GNTX) is the leading supplier of automatic-dimming rearview mirrors and camera-based active safety systems to the global automotive industry. The Company also provides smoke alarms and signaling devices to the North American fire protection market, as well as dimmable aircraft windows for the commercial, business and general aviation markets. Based in Zeeland, Michigan, the international Company develops, manufactures and markets interior and exterior automatic-dimming automotive rearview mirrors that utilize proprietary electrochromic technology to dim in proportion to the amount of headlight glare from trailing vehicle headlamps. More than half of the Company’s interior mirrors are sold with advanced electronic features, and more than 97 percent of the Company’s revenues are derived from the sale of auto-dimming mirrors to nearly every major automaker in the world.

CONTACT: Connie Hamblin
616/772/1800
WEBSITE: www.gentex.com

New Energy Systems Group (NEWN) Increases 2010 Adjusted EPS Guidance from $1.23 to $1.40

SHENZHEN, China, Dec. 8, 2010 /PRNewswire-Asia-FirstCall/ — New Energy Systems Group (NYSE Amex: NEWN) (“New Energy” or the “Company”), a vertically integrated original design manufacturer and distributor of lithium ion batteries and backup power systems, today raised its full year 2010 guidance as illustrated below:

“We are pleased to be able to raise our 2010 guidance,” began Mr. Jack Yu, Chairman of New Energy. “We are experiencing good momentum as the use of portable electronics devices such as those made by Apple and RIM drive demand across all our product lines.  To a small extent our increased guidance also reflects the accretive impact of the Kim Fai acquisition which we closed on November 10, 2010. However, since that acquisition will only be reflected in our 2010 consolidated results for less than two months, the earnings per share accretion from this acquisition will not be fully evident until 2011. While we have increased our 2010 guidance significantly, we believe the revised guidance is conservative.”

OUTLOOK FOR 2011

Mr. Jack Yu, Chairman of New Energy, continued, “We are currently engaged in our planning process for next year and will provide specific guidance for 2011 during the first quarter of 2011.  As we introduce new products and further expand our distribution, we are confident that we will sustain strong growth in 2011.  We expect our core business to grow significantly next year, especially the Anytone® product line and our suite of products ‘Made for iPhone, iPod and iPad’.  As previously stated, we also expect the Kim Fai acquisition to contribute approximately $5.0 million of net income in 2011.  We currently have approximately 14.5 million fully diluted shares outstanding, which includes the 1.9 million shares issued for the Kim Fai acquisition.  As a result of our healthy balance sheet and strong cash flow, we have no near-term need to raise equity to finance our current operations.”

About New Energy Systems Group

New Energy Systems Group is a vertically integrated original design manufacturer and distributor of lithium ion batteries and backup power systems for mobile phones, laptops, digital cameras, MP3s and a variety of other portable electronics. The Company’s end-user consumer products are sold under the Anytone® brand in China, and the Company has begun expanding its international sales efforts. The fast pace of new mobile device introductions in China combined with a growing middle class make it fertile ground for New Energy’s end-user consumer products, as well as its high powered, light weight lithium ion batteries. In addition to historically strong organic growth, New Energy is expected to benefit from economies of scale, broader distribution, and greater production capacity and higher profit margins. Additional information about the Company is available at: www.newenergysystemsgroup.com.

Safe Harbor Statement

This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiary and affiliated companies. These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.

TASER International (TASR) Receives Five Significant Follow-On Orders

SCOTTSDALE, AZ — (Marketwire) — 12/08/10 — TASER International, Inc. (NASDAQ: TASR) has received five significant follow-on orders of TASER® X26™ electronic control devices (ECDs) and related accessories.

The first order received was from a U.S. federal agency to provide 692 TASER X26 ECDs with 1384 TASER® cartridges.

The other orders were from four separate international customers. These orders include a total of 3110 ADVANCED TASER® M26™ ECDs; 712 TASER X26 ECDs; 712 TASER® CAM™ units; and 65,000 TASER cartridges.

It is anticipated that these orders will ship in the 4th Quarter of 2010.

About TASER International, Inc.

TASER International, Inc. is the global leader in the development of technologies that Protect Life and Protect Truth. More than 15,800 public safety agencies in 40 countries rely on TASER electronic control devices (ECDs) also known in Canada as Conducted Energy Weapons (CEWs) to help protect and serve. TASER innovations benefit individuals and families too; providing personal protection and accountability while maintaining regard for life. TASER is committed to bringing advanced solutions to market, like TASER AXON and EVIDENCE.com — powerful evidence capturing and management platforms. Learn more about TASER International and its products at www.TASER.com or by calling (800) 978-2737.

Note to Investors

To review the TASER International Safe Harbor Statement, please visit our Investor Relations Safe Harbor Statement at www.TASER.com/safeharbor.

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CONTACT:
Steve Tuttle
Vice President of Communications
TASER International, Inc.
Media ONLY Hotline: (480) 444-4000

Texas-Based Healthcare Delivery System Expands Utilization of Streamline (STRM) Health Document Workflow Solutions

CINCINNATI, Dec. 8, 2010 /PRNewswire/ — Streamline Health Solutions, Inc. (Nasdaq: STRM), a leading provider of document workflow solutions for hospitals, today announced that one of the largest faith-based, nonprofit healthcare delivery systems in the United States, will implement Streamline Health’s Suite of Health Information Management document workflow solutions at one of its affiliate acute-care hospitals that has served Texas for more than 20 years. The hospital will integrate Streamline Health solutions into its EpicCare® medical record management system with an eye toward enhancing business processes, improving employee productivity, and promoting improved patient outcomes. The total value of the contract is estimated to exceed $370,000, excluding maintenance services; with the installation and implementation of the health information management document workflows expected to take place in late calendar 2011.

The addition of Streamline Health’s Suite of Health Information Management document workflow solutions will result in an efficient, secure and timelier method to access historical, and real-time, patient health records. The Texas-based institution seeks to advance patient care by creating more operational and financial efficiencies across the entire enterprise via the robust capabilities of Streamline Health’s document workflow solutions.

J. Brian Patsy, president and chief executive officer of Streamline Health, said, “We are pleased to be able to serve such a prestigious healthcare institution in the state of Texas.  We recognize the beneficial financial impact of bridging the gaps between the various software systems utilized by the numerous departments of such a large medical institution. The medical staff will now be able to offer well-informed decisions based on patients’ historical health information on a real-time basis. We are pleased to be the solutions provider that delivers this critical value proposition.”

About Streamline Health

Streamline Health is a leading supplier of document workflow and document management tools, applications and services that assist strategic business partners and healthcare organizations to improve operational efficiencies through business process optimization.  The Company provides integrated tools and technologies for automating document-intensive environments, including document workflow, document management, e-forms, connectivity, optical character recognition (OCR) and business process integration.

Streamline Health’s solutions create a permanent document-based repository of historical health information that is complementary and can be seamlessly integrated with existing disparate clinical, financial and administrative information systems, providing convenient electronic access to all forms of patient information from any location, including secure web-based access. For additional information, please visit our website at http://www.streamlinehealth.net.

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995

Statements made by Streamline Health Solutions, Inc. that are not historical facts are forward-looking statements that are subject to risks and uncertainties and are no guarantee of future performance. The forward looking statements contained herein are subject to certain risks, uncertainties and important factors that could cause actual results to differ materially from those reflected in the forward-looking statements, included herein. These risks and uncertainties include, but are not limited to, the timing of contract negotiations and execution of contracts and the related timing of the revenue recognition related thereto, the potential cancellation of existing contracts or clients not completing projects included in the backlog, the impact of competitive products and pricing, product demand and market acceptance, new product development, key strategic alliances with vendors that resell the Company’s products, the ability of the Company to control costs, availability of products obtained from third party vendors, the healthcare regulatory environment, potential changes in legislation, regulation and government funding affecting the healthcare industry, healthcare information systems budgets, availability of healthcare information systems trained personnel for implementation of new systems, as well as maintenance of legacy systems, fluctuations in operating results, effects of critical accounting policies and judgments, changes in accounting policies or procedures as may be required by the Financial Accountings Standards Board or other similar entities, changes in economic, business and market conditions impacting the healthcare industry, the markets in which the Company operates and nationally, and the Company’s ability to maintain compliance with the terms of its credit facilities, and other risks detailed from time to time in the Streamline Health Solutions, Inc. filings with the U. S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward looking statements, which reflect management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Tower (TOBC) and First Chester (FCEC) Shareholders Approve Acquisition

Dec. 8, 2010 (Business Wire) — Shareholders of Tower Bancorp, Inc. (“Tower”) (NASDAQ: TOBC) and First Chester County Corporation (“First Chester”) (NASDAQ: FCEC) each voted overwhelmingly today to approve the merger of Tower and First Chester.

“We are grateful for our shareholders’ overwhelming support for this merger,” said John A. Featherman III, chairman, president and CEO of First Chester. “In approving the transaction, our shareholders recognize the importance of bringing together the similar cultures and strong commitments to their respective communities of First Chester and Tower. The increased scale, strong regulatory capital, and diverse customer base of the combined company will provide a strong platform for future growth.”

Andrew Samuel, chairman and CEO of Tower, added, “We are pleased by the strong support of Tower and First Chester shareholders for this acquisition, which will provide significant growth and long-term value to employees, customers, shareholders, and the communities we serve.”

The combined organization will have approximately $2.7 billion in assets and include an increased branch network of 49 offices in central and southeastern Pennsylvania.

The parties also announced that upon completion of the transaction, the former First National Bank of Chester County branches will operate as a regional division of Tower’s bank subsidiary, Graystone Tower Bank, under the name “1N Bank, a division of Graystone Tower Bank,” while maintaining the existing “1n” logo and brand. During the initial integration period and until a division President is named, Jeff Renninger, Tower’s Chief Operating Officer, will lead the 1N Bank division team, with support from John A. Featherman III, as Chairman and Chief Executive Officer of the 1N Bank division. Additional regional executives include Dave Roland, SVP and Commercial Loan Manager and Elizabeth Golding, SVP and Retail Executive.

“Our organization continues to attract the top talent in the industry,” commented Samuel. “Dave and Liz bring a tremendous level of in-market experience to the 1N Bank division and we are thrilled to have them on our team as we seek to grow this franchise.”

The transaction is expected to close mid-December 2010, pending the satisfaction of customary closing conditions.

About Tower Bancorp, Inc.

Tower Bancorp, Inc. is the parent company of Graystone Tower Bank, a full-service community bank operating 26 branch offices in central Pennsylvania and Maryland through two divisions, Graystone Bank and Tower Bank. With total assets of approximately $1.6 billion, Tower Bancorp’s unparalleled competitive advantage is its more than 300 employees and a strong corporate culture paired with a clear vision that provides customers with uncompromising service and individualized solutions to every financial need. Tower Bancorp’s common stock is listed on the NASDAQ Global Market under the symbol “TOBC.” More information about Tower Bancorp and its divisions can be found on the internet at www.yourtowerbank.com, www.graystonebank.com and www.towerbancorp.com.

About First Chester County Corporation

First Chester County Corporation and its wholly owned subsidiary, First National Bank of Chester County, is a financial institution with $1.14 billion in assets and 23 branch offices located in Chester, Delaware, Lancaster and Cumberland counties. Founded in 1863, First National Bank of Chester County is the eighth oldest national bank in the country. First National provides quality financial services to individuals, businesses, government entities, nonprofit organizations, and community service groups. Wealth Management and Trust Services are provided through First National Wealth Management, a division of First National Bank of Chester County. For more information, visit www.1nbank.com. Mortgage services are provided through American Home Bank, a division of First National Bank of Chester County. American Home Bank (AHB) has multiple national delivery channels in the retail and wholesale mortgage arena as well as joint venture mortgage partnerships with builders and systems-built manufacturers. For more information visit www.bankahb.com.

Safe Harbor for Forward-Looking Statements

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: ineffectiveness of the company’s business strategy due to changes in current or future market conditions; the effects of competition, and of changes in laws and regulations, including industry consolidation and development of competing financial products and services; interest rate movements; changes in credit quality; inability to achieve merger-related synergies; difficulties in integrating distinct business operations, including information technology difficulties; volatilities in the securities markets; and deteriorating economic conditions, and other risks and uncertainties, including those detailed in filings by Tower Bancorp, Inc. and First Chester Financial Corporation with the Securities and Exchange Commission (SEC).

Tower Bancorp, Inc.

Andrew Samuel, Chairman and CEO, 717-724-2800

or

First Chester County Corporation

John A. Featherman III, Chairman, President, and CEO, 484-881-4100

EnteroMedics (ETRM) Announces Data From Australian Patient Cohort in EMPOWER Study

ST. PAUL, MN — (Marketwire) — 11/08/10 — EnteroMedics Inc., (NASDAQ: ETRM), the developer of medical devices using neuroblocking technology to treat obesity and other gastrointestinal disorders, today announced clinical results from the Australian patient cohort of its EMPOWER™ study and from a caloric intake study of VBLOC® vagal blocking therapy delivered via the Maestro® System. The data will be presented at the 23rd Scientific Meeting of the Obesity Surgery Society of Australia and New Zealand (OSSANZ), being held November 10 – 12, 2010 in Hobart, Tasmania.

EMPOWER Study Australian Experience
The EMPOWER trial is a multi-center, randomized, double-blind, prospective, placebo-controlled pivotal study designed to evaluate the safety and efficacy of the Company’s first-generation Maestro RF System in the treatment of obesity. In October 2009, EnteroMedics announced that the EMPOWER study did meet its safety endpoint but did not meet its primary and secondary efficacy endpoints. In the Australian cohort, a total of 83 subjects were enrolled at two centers, with 61 subjects implanted. Main outcome measures were morbidity, mortality and excess weight loss (EWL) at 12 months. Results include:

• Mean 12-month EWL was 25% for the treatment group and 17% for the control group;
• Weight loss was linearly related to hours of device use; subjects with greater than or equal to 9 hours/day use achieved 37% and 21% mean EWL (treated versus control, p = .02); and
• No therapy-related serious adverse events or deaths were reported across the entire study population.

“Our experience with VBLOC Therapy in Australia is highly encouraging in that we see significant weight loss without compromise in patient safety,” said James Toouli, M.D., professor of surgery at Flinders University in Adelaide, Australia, and one of the study’s investigators. “VBLOC was found to be particularly effective when therapy was delivered over longer daily durations, with EWL reaching 37% at 12-months among treatment group subjects who used the device for greater than 9 hours each day. These data, along with results from other ongoing studies, suggest that VBLOC Therapy may represent a uniquely safe and effective surgical option for supporting weight loss in obese patients.”

Caloric Intake Study

As part of the VBLOC-DM2 ENABLE trial, a feasibility study was conducted to evaluate satiety and calorie intake in obese patients with type 2 diabetes mellitus that were implanted with the EnteroMedics’ second generation Maestro RC (Rechargeable) System. The Maestro RC System is powered by an internal battery recharged by the patient for a short time each week, providing greater convenience in adhering to recommended daily therapy. Ten obese patients at one center received VBLOC Therapy for 6 months. Follow-up included body weights; 7-day diet records assessed by a nutritionist; calorie calculations; and visual analogue scale (VAS) questions to assess satiety by 7-day or 24-hour recall at the following time periods: baseline, 4 and 12 weeks and 6 months post device initiation. A validated program, Food Works™, was used to determine calorie and nutrition content. Results include:

• Mean EWL for the study was 33% (p < 0.001) at 6 months;
• Calorie intake decreased by 45% (p < .001), 48% (p < .001) and 37% (p = .02), at 4 and 12 weeks and 6 months, respectively, from a baseline of 2,062 kcal/day; and
• VAS recall data, using a repeated measures analysis, documented fullness at the beginning of meals (p = .006) and less food consumption (p = .02) corroborating the reduction in caloric intake.

“Data from the EMPOWER and caloric intake studies demonstrate a clear consistency of weight loss and safety among obese patients using VBLOC Therapy,” said President and Chief Executive Officer Mark B. Knudson, Ph.D. “The caloric intake study in particular provides insight into the direct effects of VBLOC Therapy on diet, satiety and corresponding weight loss over a six month period. We expect that the totality of our clinical experience and the ongoing support of the Australian bariatric surgical community will contribute to our objective of commercializing the Maestro RC System in this major international market.”

EnteroMedics announced in August its plans to commercialize the Maestro RC System in Australia and to file an application for approval and listing with the Australian Therapeutic Goods Administration upon CE Mark certification of the Maestro RC System. The Company also announced that it has entered into a cooperation agreement with the Australian Institute of Weight Control (AIWC), a network of bariatric clinics specializing in laparoscopic weight loss surgery and clinical research for the morbidly obese, to help commercialize and market the Maestro System in Australia, among other efforts.

About Obesity in Australia

According to the Australian Bureau of Statistics, in 2008 sixty-two percent of all adults in Australia were either overweight (BMI > 25) or obese (BMI > 30). It is estimated that by 2025, 7.2 million Australians could be obese. The Australian Federal Minister has declared obesity a national priority, with obesity related costs exceeding $21 billion annually. Approximately 13,900 bariatric surgeries were performed in Australia in 2008.

About VBLOC Therapy

EnteroMedics developed VBLOC® vagal blocking therapy to offer bariatric surgeons and their patients a less invasive alternative to existing surgical weight loss procedures that may present significant risks and alter digestive system anatomy, lifestyle and food choices. VBLOC Therapy is delivered via the Maestro® System through laparoscopically implanted leads to intermittently block the vagus nerves using high-frequency, low-energy electrical impulses. VBLOC Therapy is designed to target the multiple digestive functions under control of the vagus nerves and to affect the perception of hunger and fullness.

About the EMPOWER Trial

The EMPOWER trial is a multi-center, randomized, double-blind, prospective, placebo-controlled pivotal study. On October 2, 2009, EnteroMedics announced preliminary results from the trial indicating that based on an initial analysis, the study met its safety endpoint, but did not meet its primary and secondary efficacy endpoints. The overall study results showed that for all patients (n=253), the average EWL at 12 months was 16.6% EWL (BMI) from implant (12.1% from initiation, MetLife) for the treatment arm and 16.4% EWL (BMI) from implant (12.0% from initiation, MetLife) for the control arm. The review further suggests that patients that used the device for the prescribed amount of time (greater than or equal to 9 hours) had clinically meaningful weight-loss, that both the treatment and control arm subjects experienced comparable, significant, dose-dependent EWL at 12 months, and that there was an unanticipated therapeutic effect in which a low-intensity blocking signal introduced VBLOC therapy in human subjects in the control group. As of October 20, 2010, 159 patients have an average EWL of 19.4% at 24 months.

About the VBLOC-DM2 ENABLE Trial

The VBLOC- DM2 ENABLE trial is an international, open-label, prospective, multi-center study designed to evaluate the efficacy of VBLOC therapy by measuring average percentage EWL, HbA1c (blood sugar) and FPG (fasting plasma glucose) and blood pressure at one week, one month, three, six and 12 months and possibly longer in approximately 30 subjects. The Maestro RC System is powered by an internal battery recharged via an external mobile charger and transmit coil worn by the patient for a short time each week. To date, no deaths or medically serious device related adverse events have been reported during the VBLOC-DM2 ENABLE trial and the safety profile is similar to that seen in the other VBLOC trials. As of October 20, 2010, 25 subjects have an average EWL of 25.3% and a one percentage point reduction in HbA1c levels from 7.6% to 6.6% at 12 months.

About EnteroMedics Inc.

EnteroMedics is a development stage medical device company focused on the design and development of devices that use neuroblocking technology to treat obesity and other gastrointestinal disorders. EnteroMedics’ proprietary neuroblocking technology, VBLOC® vagal blocking therapy, is designed to intermittently block the vagus nerves using high-frequency, low-energy, electrical impulses. These electrical impulses are delivered by a neuroregulator which is powered either by an external controller (Maestro RF System) or an integrated rechargeable battery (EnteroMedics’ next-generation Maestro RC System). EnteroMedics is currently conducting a feasibility study examining VBLOC Therapy’s effects on blood glucose levels in diabetic patients outside of the United States. For more information, visit www.enteromedics.com.

Forward-Looking Safe Harbor Statement:

This press release contains forward-looking statements about EnteroMedics Inc. Our actual results could differ materially from those discussed due to known and unknown risks, uncertainties and other factors including our limited history of operations; our losses since inception and for the foreseeable future; our lack of regulatory approval for our Maestro® System for the treatment of obesity; our preliminary findings from our EMPOWER™ pivotal trial; our ability to comply with the Nasdaq continued listing requirements; our ability to commercialize our Maestro System; our dependence on third parties to initiate and perform our clinical trials; the need to obtain regulatory approval for any modifications to our Maestro System; physician adoption of our Maestro System and VBLOC® vagal blocking therapy; our ability to obtain third party coding, coverage or payment levels; ongoing regulatory compliance; our dependence on third party manufacturers and suppliers; the successful development of our sales and marketing capabilities; our ability to raise additional capital when needed; our ability to attract and retain management and other personnel and to manage our growth effectively; potential product liability claims; potential healthcare fraud and abuse claims; healthcare legislative reform and our ability to obtain and maintain intellectual property protection for our technology and products. These and additional risks and uncertainties are described more fully in the Company’s filings with the Securities and Exchange Commission, particularly those factors identified as “risk factors” in the Company’s Form 10-K dated March 29, 2010. We are providing this information as of the date of this press release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

Caution-Investigational device. Limited by U.S. Federal law to investigational use.

The implantation procedure and usage of the Maestro® System carry some risks, such as the risk generally associated with laparoscopic procedures and those related to treatment as described in the EMPOWER clinical trial informed consent.

Contact:
EnteroMedics Inc.
Greg S. Lea
(651) 789-2860

YM BioSciences (YMI) Notice of Analyst Meeting and Conference Call

Caraco (CPD) Receives Sun Pharma Proposal to Purchase All Outstanding Shares

LaBarge (LB) Awarded $4 Million in Contracts from Atlantic Inertial Systems

Dec. 6, 2010 (Business Wire) — LaBarge, Inc. (NYSE Amex: LB), a provider of electronics manufacturing services (EMS), has been awarded contracts valued at $4 million from Atlantic Inertial Systems (AIS), which is part of Goodrich Corporation. LaBarge will continue to provide AIS with high-reliability printed circuit board assemblies for navigation and guidance systems used in a variety of missile programs. LaBarge anticipates follow-on orders.

The new contracts extend production for AIS at LaBarge’s Tulsa, Okla., manufacturing facility through December 2012.

LaBarge, Inc. is a broad-based provider of electronics to technology-driven companies in diverse markets. The Company provides its customers with sophisticated electronic and electromechanical products through contract design and manufacturing services. Headquartered in St. Louis, LaBarge has operations in Arkansas, Missouri, Oklahoma, Pennsylvania, Texas and Wisconsin. The Company’s Web site may be accessed at http://www.labarge.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations and involve a number of risks and uncertainties. Actual results may differ materially from such statements due to a variety of factors that could adversely affect LaBarge, Inc.’s operating results. These risks and factors are set forth in documents LaBarge, Inc. files with the Securities and Exchange Commission, specifically in the Company’s most recent Annual Report on Form 10-K and other reports it files from time to time. These forward-looking statements speak only as of the date such statements were made, or as of the date of the report or document in which they are contained, and the Company undertakes no obligation to update such information.

LaBarge, Inc.

Colleen Clements, 314-997-0800, ext. 409

colleen.clements@labarge.com

Radware (RDWR) Helps SK Group Support Next-Generation Unified Communications Platform

Verigy (VRGY) Announces Receipt of Unsolicited Proposal From Advantest

CUPERTINO, CA — (Marketwire) — 12/06/10 — Verigy Ltd. (NASDAQ: VRGY) today announced that it has received an unsolicited proposal from Advantest Corporation (NYSE: ATE) to acquire all of the outstanding Verigy ordinary shares for $12.15 per share in cash.

The Verigy Board has reviewed the Advantest proposal and determined that it is not superior to Verigy’s pending transaction with LTX-Credence (NASDAQ: LTXC). However, the Verigy Board believes the Advantest proposal might lead to a superior transaction so it has determined to engage in discussions with Advantest. There can be no assurances that any definitive agreement or transaction will result from the Advantest proposal or Verigy’s discussions with Advantest.

The Verigy Board continues to believe in the compelling strategic and financial merits of its proposed transaction with LTX-Credence, and continues to recommend the LTX-Credence transaction to its shareholders. The Verigy Board is not withdrawing its recommendation with respect to the LTX-Credence transaction, or proposing to do so, and is not making any recommendation with respect to the Advantest proposal.

A copy of Advantest’s proposal to Verigy will be filed with the Securities and Exchange Commission.

Morgan Stanley is acting as financial advisor to Verigy. Wilson Sonsini Goodrich & Rosati is acting as Verigy’s U.S. legal counsel and Allen & Gledhill is acting as Verigy’s Singapore counsel.

About Verigy
Verigy provides advanced semiconductor test systems and solutions used by leading companies worldwide in design validation, characterization, and high-volume manufacturing test. Verigy offers scalable platforms for a wide range of system-on-chip (SOC) test solutions, and memory test solutions for Flash, DRAM including high-speed memories, as well as multi-chip packages (MCP). Verigy also provides advanced analysis tools that accelerate design debug and yield ramp processes. Additional information about Verigy can be found at www.verigy.com.

Additional Information and Where You Can Find It
On November 17, 2010, Verigy and LTX-Credence entered into a definitive agreement providing for a business combination of the two companies. In connection with the proposed transaction, Verigy will file a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus. The joint proxy statement/prospectus will be mailed to the shareholders of Verigy and LTX-Credence. Investors and shareholders of Verigy and LTX-Credence are urged to read the registration statement and joint proxy statement/prospectus when it becomes available because it will contain important information about Verigy, LTX-Credence and the proposed transaction. The registration statement and joint proxy statement/prospectus (when they become available), and any other documents filed by Verigy or LTX-Credence with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Verigy and LTX-Credence by contacting, respectively, Verigy Investor Relations by e-mail at judy.davies@verigy.com or by telephone at 1-408-864-7549 or by contacting LTX-Credence Investor Relations by e-mail at rich_yerganian@ltxc.com or by telephone at 1-781-467-5063. Investors and security holders are urged to read the registration statement, joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. Verigy, LTX-Credence and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from their shareholders in favor of the proposed transaction. Information about the directors and executive officers of Verigy and LTX-Credence and their respective interests in the proposed transaction will be available in the joint proxy statement/prospectus. Additional information regarding the Verigy directors and executive officers is also included in Verigy’s proxy statement for its 2010 Annual Meeting of Shareholders, which was filed with the SEC on February 23, 2010. As of February 12, 2010, Verigy’s directors and executive officers beneficially owned approximately 1,595,151 shares, or 2.7 percent, of Verigy’s ordinary shares. Additional information regarding the LTX-Credence directors and executive officers is also included in LTX-Credence’s proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on November 8, 2010. As of September 30, 2010, LTX-Credence’s directors and executive officers beneficially owned approximately 1,940,204 shares, or 3.9 percent, of LTX-Credence’s common stock. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Verigy and LTX-Credence, respectively, at the e-mail addresses and phone numbers listed above.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that may be deemed to be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on Verigy and its Board of Directors’ current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in these statements. These statements include that Advantest proposal might lead to a superior proposal; that the proposed LTX-Credence transaction will have compelling strategic and financial benefits; the Board’s continued recommendation of the LTX-Credence transaction to its shareholders; and other statements regarding the possible transactions. Any statements that are not statements of historical fact (including statements containing the words “believes,” “should,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. The following factors, among others, could cause actual results to differ materially from those described in any forward-looking statements: the inability of Verigy and Advantest to agree on the parameters of their discussions; actions of LTX-Credence in response to any discussions with Advantest; the results of discussions with Advantest; the impact of actions of other parties with respect to any discussions and the potential consummation of the proposed transaction with LTX-Credence; the commencement of litigation relating to the discussions or to the proposed transaction with LTX-Credence; changes in the proposal from Advantest; failure of the Verigy and LTX-Credence shareholders to approve the proposed transaction; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies from the Verigy and LTX-Credence transaction; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of Verigy and LTX-Credence generally, including those set forth in the filings of Verigy and LTX-Credence with the Securities and Exchange Commission, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of their respective annual reports on Form 10-K and quarterly reports on Form 10-Q, their current reports on Form 8-K and other SEC filings. Verigy and LTX-Credence are under no obligation to (and expressly disclaim any such obligation to) update or alter any forward-looking statements as a result of developments occurring after the date of this press release.

Responsibility Statement
The Directors of Verigy (including any who may have delegated detailed supervision of this press release) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this press release are fair and accurate and that no material facts have been omitted from this press release, and they jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or publicly available sources (including, without limitation, in relation to LTX-Credence), the sole responsibility of the Directors of Verigy has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this press release.

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Contacts:
Judy Davies
Vice President, Investor Relations and Marketing Communications
408-864-7549
Email Contact

Matt Sherman / Jamie Moser / Jed Repko / Joele Frank
Wilkinson Brimmer Katcher
212-355-4449

Arthur Crozier / Jennifer Shotwell / Scott Winter
Innisfree M&A Incorporated
212-750-5833

China Shen Zhou (SHZ) Announces Operational and Financial Guidance

BEIJING, Dec. 3, 2010 /PRNewswire-Asia-FirstCall/ — China Shen Zhou Mining & Resources, Inc. (NYSE Amex: SHZ) (“China Shen Zhou”, or the “Company”), a Company engaged in the exploration, development, mining and processing of fluorite, zinc, lead, copper, and other nonferrous metals in China, today announced that management has set revenue guidance for the 2010 year, and both operational and financial guidance for the next year to end December 31, 2011.

For the 2010 year, net revenues are expected to grow organically to approximately $14.5 million compared with $4.2 million in 2009.

For 2011, China Shen Zhou expects production to reach approximately 60,000 metric tons of fluorite powder and approximately 40,000 metric tons of fluorite lumps. Nonferrous metal production should reach approximately 15,000 metric tons of zinc concentrate (equal to 7,000 metric tons of zinc metal) and nearly 1,500 metric tons of copper concentrate (equal to 280 metric tons of copper metal) in the 2011 year. In the first nine-months of 2010, the Company sold 8,800 metric tons of fluorite powder, 20,356 metric tons of fluorite lumps, 5,400 metric tons of zinc concentrate and 700 metric tons of copper concentrate.

For the year to end December 31, 2011, net revenues are expected to approximate $38.0 million, a 164% increase compared with the 2010 estimated net revenues of $14.5 million. All this anticipated growth is organic from the current product portfolio.  Net income for the 2011 year is estimated to reach approximately $11.0 million.

Management set the operating plan for 2011 with a specific strategy to increase nonferrous exploration to acquire future revenue producing assets in this mineral-rich area. The Xingzhen Mining’s exploration area has been designated as a key exploration area in western China’s development strategy.  The Company has continuously increased its investment in nonferrous metals exploration over the past few years and made significant progress in 2010.  Management expects to accelerate these exploration activities going forward.

Another goal for 2011 is to enhance disclosure of the Company’s assets. The Company has engaged SRK Consulting, a leading global assessment firm for the international mining industry to assess the Company’s assets. It has already begun appraising the fluorite reserves. China Shen Zhou believes a full resource assessment of its explorations and assets can be completed and reported in compliance with the disclosure standards of U.S.- listed companies no later than the second quarter of 2011.

Ms. Yu Xiaojing, the CEO of China Shen Zhou, commented, “The outlook for 2011 is very promising as both nonferrous metals and fluorite are exhibiting strong organic growth. The demand for our nonferrous metals is growing and we are actively exploring for and pursuing new assets to help us become a much larger and more profitable company. Fluorite prices are rising partially due to changing government regulations resulting in structural changes in the fluorite industry.”

SRK Consulting

SKR Consulting is an independent, international consulting practice that provides focused advice and solutions to clients.  For mining projects, SRK offers services from exploration through feasibility, mine planning, and production to mine closure. The Group’s independence is ensured by the fact that it holds no equity in any project, and with ownership primarily by staff. SKR is a leading international practice in due diligence, feasibility studies and confidential internal reviews.  Formed in 1974, SRK now employs more than 1000 professionals internationally in 43 permanent offices on 6 continents.

About China Shen Zhou Mining & Resources, Inc.

China Shen Zhou Mining & Resources, Inc., through its subsidiaries, is engaged in the exploration, development, mining, and processing of fluorite and nonferrous metals such as zinc, lead and copper in China. The Company has the following principal areas of interest in China: (a) fluorite extraction and processing in the Sumochaganaobao region of Inner Mongolia; (b)zinc/copper/lead exploration, mining and processing in Wulatehouqi of Inner Mongolia; and (c) zinc/copper exploration, mining and processing in Xinjiang.

For more information, please visit http://www.chinaszmg.com/

Safe Harbor Statement

Certain of the statements made in the press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology. Such statements typically involve risks and uncertainties and may include financial projections or information regarding our future plans, objectives or performance. Actual results could differ materially from the expectations reflected in such forward-looking statements as a result of a variety of factors, including the risks associated with the effect of changing economic conditions in the People’s Republic of China, variations in cash flow, fluctuation in mineral prices, risks associated with exploration and mining operations, and the potential of securing additional mineral resources, and other risk factors detailed in reports filed with the Securities and Exchange Commission from time to time.

Ascent Media Corp. (ASCMA) to Sell AMG’s Content Distribution Business

Dec. 3, 2010 (Business Wire) — Ascent Media Corporation (“Ascent Media” or the “Company”) (Nasdaq: ASCMA) today announced the execution of a definitive agreement to sell the Content Distribution business of its wholly owned subsidiary Ascent Media Group (“AMG”) to Encompass Digital Media, Inc. (”Encompass”) for aggregate cash consideration to Ascent Media of approximately $113 million (after the assumption of certain indebtedness and obligations totaling approximately $7 million). Encompass is a leader in digital media services and operates two of the largest independent broadcast facilities in the U.S.

AMG’s Content Distribution business provides outsourced network origination services to satellite, cable and pay-per-view programming networks through facilities located in the U.S., U.K. and Singapore.

Ascent Media’s Chief Executive Officer, William Fitzgerald said, “Some of the most recognized cable networks and broadcasters worldwide depend upon the technical and operational expertise of AMG’s Content Distribution business. Encompass has emerged as a leader in the sector, and we think the combination represents an opportunity to participate in the growth prospects of the industry.”

The announcement follows Ascent Media’s announcement on November 24, 2010 that the Company has agreed to sell AMG’s Creative Services and Media Services businesses to Deluxe Entertainment Services Group Inc. Following the consummation of both transactions, AMC will have sold the substantial majority of the AMG operating businesses.

Ascent Media will continue to own AMG’s systems integration business. However, the Company continues to pursue strategic alternatives for this business unit. In addition, Ascent Media is committed to pursuing investments in or the acquisition of businesses that provide enhanced shareholder return opportunities.

The Encompass transaction is expected to close in the first quarter of 2011 and is subject to clearance under the Hart-Scott-Rodino Act, approval by the FCC and approval by Ascent Media’s shareholders.

Moelis & Co. served as the Company’s financial advisor and Baker Botts served as legal advisor in connection with the transaction.

Forward Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the sale of the Content Distribution, Creative Services and Media Services divisions, possible strategic alternatives for Ascent Media’s other business unit, potential future acquisitions and other matters that are not historical facts. These forward looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation: Ascent Media’s ability to satisfy the conditions to the sale of any of the Content Distribution, Creative Services and Media Services divisions, the availability of strategic alternatives for Ascent Media’s other business unit and the availability of acquisition opportunities. These forward looking statements speak only as of the date of this press release, and Ascent Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statement contained herein to reflect any change in Ascent Media’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent Media, including the most recent Forms 10-Q and 10-K and any subsequently filed Form 8-K, for additional information about Ascent Media and about the risks and uncertainties related to Ascent Media’s business which may affect the statements made in this press release.

About Ascent Media Corporation and Ascent Media Group

Ascent Media Corporation is a holding company and owns 100 percent of its operating subsidiary, AMG, which is primarily engaged in the business of providing content and creative services to the media and entertainment industries in the United States, the United Kingdom and Singapore. AMG provides solutions for the creation, management and distribution of content to motion picture studios, independent producers, broadcast networks, programming networks, advertising agencies and other companies that produce, own and/or distribute entertainment, news, sports, corporate, educational, industrial and advertising content.

About Encompass Digital Media, Inc.

Encompass, a leader in digital media services, owns and operates two of the largest, independent broadcast facilities in the U.S. in Los Angeles and Atlanta. Total media solutions include network origination; cable neighborhood platforms; centralcasting; disaster recovery; satellite and fiber transmissions (full time and occasional use); a fleet of satellite uplink trucks; digital media encoding services; digital file transfers via satellite, fiber and IP; emergency communications; governmental SATCOM; production studios; and video production services.

Sloane & Company

Erica Bartsch, 212-486-9500

ebartsch@sloanepr.com

Longwei Petroleum (LPH) Announces $20 Million in New Contracts

TAIYUAN CITY, China, Dec. 2, 2010 /PRNewswire-Asia-FirstCall/ — Longwei Petroleum Investment Holding Ltd. (NYSE Amex: LPH) (“Longwei” or the “Company”), an energy company engaged in the storage and distribution of finished petroleum products in the People’s Republic of China (“PRC”), today announced annual contracts with two new customers for its Gujiao petroleum storage facility representing sales of 19,000 metric tons of petroleum products. The Company estimates that the contracts will be worth approximately $20.1 million based on current pricing levels.

“We are very pleased with the progress and sales development of our Gujiao facility. We are on track with our plan and expect continued strong operating results for our current fiscal year,” stated Mr. Cai Yongjun, Chairman and CEO of Longwei. “We will continue to add new customers, and the recent diesel shortage experienced in the region has benefited our business because we hold long-term supply contracts with our refinery partners that guarantee availability. In addition, we are looking for other strategic opportunities with a similar payback period to the Gujiao facility to support the strong demand for petroleum products from both the industrial and consumer markets. As the leading private petroleum supplier in our region, we believe we are well-positioned to take advantage of opportunities as they present themselves.”

In order to meet China’s energy-saving targets for its 11th Five-Year Plan (2006 – 2010), some municipal governments are cutting off electricity supplies to reduce emissions. The electricity rationing measures have caused a surge in demand for electrical power from diesel generators, creating a widespread shortage of diesel fuel. Some experts, including Dr. Lin Boqiang, director of the China Center for Energy Economics Research at Xiamen University, do not expect the shortage to improve before the end of 2010, as many businesses are still using diesel to generate power for their operations, and say that power-cutting policies by local governments must be retracted in order for the situation to be resolved.

“We have an opportunity to capitalize on our sixteen-year relationships with our refinery partners to ensure consistent supply for our customers,” stated Michael Toups, CFO of Longwei. “We currently maintain an approximately 30-day supply of inventory on-hand and have supplier advance balances with our refinery partners that represent an additional 60-day supply. This allows us to ensure consistent supply and react quickly to purchase product based on the timing of PRC pricing level adjustments.”

Under the 2009 pricing mechanism established by the National Development and Reform Commission (NDRC), China’s economic policy planner, domestic refined oil prices are adjusted when the moving average of a basket of international crude (Brent, Dubai and Cinta) changes more than 4 percent over a period of 22 working days.

About Longwei Petroleum Investment Holding Limited

Longwei Petroleum Investment Holding Limited is an energy company engaged in the storage and distribution of finished petroleum products in the People’s Republic of China. The Company’s oil and gas operations consist of transporting, storage and selling finished petroleum products, entirely in the PRC. The Company’s headquarters are located in Taiyuan City, Shanxi Province. The Company has a storage capacity for its products of 120,000 metric tons located at storage facilities in Taiyuan and Gujiao, Shanxi. The Company’s Taiyuan and Gujiao facilities can store 50,000 metric tons and 70,000 metric tons, respectively. The Company is 1 of 3 licensed intermediaries in Taiyuan and the sole licensed intermediary in Gujiao that operates its own large scale storage tanks. The Company has the necessary licenses to operate and sell petroleum products not only in Shanxi but throughout the entire PRC. The Company’s storage tanks have the largest storage capacity of any non-government operated entity in Shanxi.

The Company seeks to earn profits by selling its products at competitive prices with timely delivery to coal mining operations, power supply customers, large-scale gas stations and small, independent gas stations. The Company also earns revenue under an agency fee by acting as a purchasing agent for other intermediaries in Shanxi, and through limited sales of diesel and gasoline at two retail gas stations, each located at the Company’s facilities. The Company seeks to continue to expand its customer base and distribution platform through the utilization of its large storage capacity, which allows the Company the flexibility to take advantage of pricing, supply and demand fluctuations in the marketplace.

For further information on Longwei Petroleum Investment Holding Limited, please visit http://www.longweipetroleum.com. You may register to receive Longwei Petroleum Investment Holding Limited’s future press releases or request to be added to the Company’s distribution list by contacting Dave Gentry at info@redchip.com.

Forward-Looking Statements

Certain statements contained herein constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about Longwei’s industry, management’s beliefs and certain assumptions made by management. 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. Because such statements involve risks and uncertainties, the actual results and performance of the Company may differ materially from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Longwei’s operations are conducted in the PRC and, accordingly, are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. Other potential risks and uncertainties include but are not limited to the ability to procure, properly price, retain and successfully complete projects, and changes in products and competition. Unless otherwise required by law, the Company also 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 here. Readers should review carefully reports or documents the Company files periodically with the Securities and Exchange Commission.

Zogenix (ZGNX) and Desitin Announce First European Marketing Approval for SUMAVEL(R) DosePro(TM)

SAN DIEGO and HAMBURG, Germany, Dec. 2, 2010 (GLOBE NEWSWIRE) — Zogenix, Inc. (Nasdaq:ZGNX) and Desitin Pharmaceuticals GmbH today announced that the Danish Medicines Agency of Denmark has approved the Marketing Authorization Application (MAA) for SUMAVEL^® DosePro™ (sumatriptan injection) Needle-Free Delivery System. Denmark is the first country in Europe to grant marketing authorization for SUMAVEL DosePro for the acute treatment of migraine attacks, with or without aura, and the acute treatment of cluster headache.

SUMAVEL DosePro offers fast acting, easy-to-use, needle-free subcutaneous administration of sumatriptan. SUMAVEL DosePro may offer a treatment alternative to oral and nasal triptans, and simple, convenient administration when compared to traditional, needle-based sumatriptan injection. These unique attributes may be ideally suited for challenging migraine attacks, such as morning migraines, fast onset migraine and migraines with vomiting.

Roger L. Hawley, Chief Executive Officer and Director of Zogenix said, “The MAA approval of SUMAVEL DosePro in Denmark creates a point of entry into the E.U. market. We look forward to the upcoming E.U. commercial launch by our partner Desitin.”

Desitin plans to launch SUMAVEL DosePro in Denmark in early 2011 and is responsible for pursuing additional MAA approvals and broader commercialization on a country-by-country basis under the E.U. decentralized procedure.

Dr. Martin Zentgraf, Desitin’s General Manager, said, “We are pleased to announce the first MAA approval of SUMAVEL DosePro in Europe and anticipate commencing the commercial launch through our CNS-focused sales representatives and partner companies. We also have MAA submissions pending in other E.U. markets and look forward to gaining additional European approvals in the coming months.”

In March 2008, Zogenix and Desitin entered into a license agreement granting exclusive rights in the European Union to Desitin to develop and commercialize SUMAVEL DosePro. Zogenix and its co-promotion partner, Astellas, currently market SUMAVEL DosePro in the United States, where it has demonstrated consistent monthly growth in total prescriptions since its launch in January 2010.

About SUMAVEL DosePro

SUMAVEL DosePro (sumatriptan injection) is indicated for the acute treatment of migraine attacks, with or without aura, and the acute treatment of cluster headache episodes.

SUMAVEL DosePro should only be used where a clear diagnosis of migraine or cluster headache has been established. SUMAVEL DosePro is not intended for the prophylactic therapy of migraine or for use in the management of hemiplegic or basilar migraine and should not be administered intravenously. For a given attack, if a patient does not respond to the first dose of SUMAVEL DosePro, the diagnosis of migraine or cluster headache should be reconsidered before administration of a second dose. For more information about SUMAVEL DosePro, please visit www.SUMAVELDosePro.com.

IMPORTANT SAFETY INFORMATION SUMAVEL DosePro is contraindicated in patients with uncontrolled hypertension, in patients with history, symptoms or signs of ischemic heart disease, coronary artery vasospasm, cerebrovascular or peripheral vascular disease including ischemic bowel disease and in patients with other significant underlying cardiovascular diseases or known hypersensitivity to sumatriptan. SUMAVEL DosePro should not be given to patients in whom unrecognized coronary artery disease is predicted by the presence of risk factors without a prior cardiovascular evaluation.

Serious cardiovascular events, including death, have been reported when taking sumatriptan, including patients with no findings of cardiovascular disease. Considering the extent of use of sumatriptan in patients with migraine, the incidence of these events is extremely low. Cerebrovascular events, some fatal, have been reported in patients treated with sumatriptan. In a number of cases, it appears possible that the cerebrovascular events were primary, sumatriptan having been administered in the incorrect belief the symptoms experienced were a consequence of migraine when they were not. It is important to advise patients not to administer SUMAVEL DosePro if a headache being experienced is atypical.

SUMAVEL DosePro should not be used within 24 hours of other ergotamine-containing or ergot-type medications or other 5-HT1 agonists and is not generally recommended for use with MAO-A inhibitors. The development of a potentially life-threatening serotonin syndrome may occur with triptans, including treatment with SUMAVEL DosePro, particularly during combined use with selective serotonin reuptake inhibitors (SSRIs) and serotonin-norepinephrine reuptake inhibitors (SNRIs). SUMAVEL DosePro should be used during pregnancy only if the potential benefit justifies the potential risk.

In controlled clinical trials with sumatriptan injection, the most common adverse reactions were injection site reactions, tingling, warm/hot sensation, burning sensation, feeling of heaviness, pressure sensation, feeling of tightness, numbness, feeling strange, tight feeling in head, flushing, tightness in chest, discomfort in nasal cavity/sinuses, jaw discomfort, dizziness/vertigo, drowsiness/sedation and headache.

For full prescribing information, go to http://www.zogenix.com/docs/SV0018.0709A_SDP_PI.pdf

About DosePro Technology

The DosePro technology is an easy-to-use, pre-filled drug delivery system designed to enable self-administration of single doses of liquid drug formulations, subcutaneously, without a needle. The DosePro technology has undergone more than 10 years of design, process engineering, clinical evaluation and development work. DosePro is protected by more than 80 patents, issued and applied for, worldwide. Approximately 9,000 injections have been delivered in clinical trials in healthy volunteers using the DosePro needle-free drug delivery system.

About Zogenix

Zogenix, Inc. (Nasdaq:ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Zogenix’s first commercial product, SUMAVEL^® DosePro™ (sumatriptan injection) Needle-free Delivery System, was launched in January 2010 for the acute treatment of migraine and cluster headache. Zogenix’s lead product candidate, ZX002, is a novel, oral, single-entity controlled-release formulation of hydrocodone currently in Phase 3 clinical trials for the treatment of moderate to severe chronic pain in patients requiring around-the-clock opioid therapy.

For additional information, please visit www.zogenix.com.

About Desitin

Desitin Pharmaceuticals GmbH, based in Hamburg, Germany is an independent, private, fully integrated, German pharmaceutical company focused on the development, manufacturing and distribution of products for the treatment of central nervous system disorders. Desitin, with turnover in 2009/2010 of over $115 million, is one of the leading European companies in the field of epilepsy with additional expertise in Parkinson’s disease and psychiatric disorders. With their pharmaceutical and clinical development capabilities, the company develops innovative products such as controlled-release and high-dose antiepileptics. Desitin’s sales infrastructure offers comprehensive coverage in Germany, Switzerland, Northern and Eastern Europe. The company also has strategic partnerships with other companies covering nearly all of the remaining countries in Europe. For additional information, visit www.desitinpharma.com.

Zogenix™ and DosePro™ are trademarks of Zogenix, Inc.

SUMAVEL ® is a registered trademark of Zogenix, Inc.

Forward Looking Statements

Zogenix cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “intends,” “potential,” “suggests,” “assuming,” “designed” and similar expressions are intended to identify forward-looking statements. These statements are based on the company’s current beliefs and expectations. These forward-looking statements include statements regarding the attributes of SUMAVEL DosePro, the commercial potential of the product and the prospects for the MAA submissions in other E.U. markets. The inclusion of forward-looking statements should not be regarded as a representation by Zogenix that any of its plans will be achieved. Actual results may differ from those set forth in this release due to the risk and uncertainties inherent in the Zogenix’s business, including, without limitation: the ability of Zogenix and Desitin to ensure adequate and continued supply of SUMAVEL DosePro to successfully launch commercial sales or meet anticipated market demand in the E.U.; the scope, validity and duration of patent protection and other intellectual property rights for SUMAVEL DosePro; whether the approved label for SUMAVEL DosePro is sufficiently consistent with such patent protection to provide exclusivity for SUMAVEL DosePro; Zogenix and Desitin’s ability to operate its business without infringing the intellectual property rights of others; the market potential for migraine treatments, and the companies’ ability to compete within that market; inadequate therapeutic efficacy or unexpected adverse side effects relating to SUMAVEL DosePro that could delay or prevent commercialization, or that could result in recalls or product liability claims; Zogenix’s reliance on Desitin for the commercial sales success and regulatory approval and compliance of SUMAVEL DosePro in the E.U.; and other risks described in the company’s prior press releases and filings with the Securities and Exchange Commission.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Zogenix undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

CONTACT: The Ruth Group
         Investors:
         Sara Pellegrino
           646.536.7002
           spellegrino@theruthgroup.com
         Media:
         Jason Rando
           646.536.7025
           jrando@theruthgroup.com

         Desitin Pharmaceuticals GmbH
         Cell: 347-327-2863

SXC Health Solutions (SXCI) to Acquire MedfusionRx, LLC

LISLE, Il, Dec. 2 /CNW/ – SXC Health Solutions Corp. (“SXC” or the “Company”)
(NASDAQ: SXCI, TSX: SXC), a leading provider of pharmacy benefit management (PBM)
services and healthcare information technology (HCIT) solutions to the healthcare benefits management industry, announces that it has entered into a definitive agreement to acquire MedfusionRx, LLC (“MedfusionRx”) for a purchase price of $100 million in cash, subject to certain customary post-closing adjustments, with an additional $5.5 million subject to the achievement of certain performance targets through the 2012 fiscal year.

MedfusionRx is a leading privately-owned specialty pharmacy provider with significant expertise in providing clinical services to over 9,000 patients with complex chronic conditions.

“Specialty pharmaceuticals are the fastest growing area in the PBM space and our clients recognize it as the next critical area of drug spend management. This acquisition will expand our presence and enhance our capabilities in the specialty pharmacy market which differentiates us from our peers in the mid-market PBM sector,” said Mark Thierer, President and CEO of SXC. “Acquiring MedfusionRx increases the size of our specialty operations to approximately $400 million and allows us to better assist our clients and their members in managing complex conditions, such as cancer, with the most supportive and cost-effective care.  The MedfusionRx management team adds proven specialty industry experience to our Ascend team and further expands the scale of our platform to capitalize on the opportunity in this rapidly growing segment of the PBM industry.”

MedfusionRx manages approximately $270 million of drug spend annually and has approximately $11.5 million in trailing twelve month adjusted EBITDA. In addition, SXC has identified approximately $4-6 million of cost saving synergies, including the tax benefits of the acquisition, expected to be realized within 18-24 months of the closing of the transaction. The acquisition is expected to be $0.08 to $0.10 accretive to SXC’s GAAP earnings per share (“EPS”) in 2011. Excluding an estimated $7 million in deal-related amortization (or $0.07 per share), the acquisition is expected to generate $0.15 to $0.17 in adjusted EPS in 2011.

“SXC has emerged as a leader in the PBM market for technology innovation and flexible client-focused solutions. Our skill and experience in specialty pharmaceuticals will help enhance the great work SXC has already done to transform how pharmacy benefits are delivered. Our clients, as well as our employees, will benefit greatly from SXC’s operational and financial resources, and we believe that our client-service culture will merge well with SXC’s current specialty offering,” said Jeff Vernon, President of MedfusionRx.

Mr. Thierer continued, “MedfusionRx has a talented team that has expanded its reach into all 50 states. Importantly, MedfusionRx provides services to more than 30 state clients and manages thousands of state Medicaid patients, creating some compelling revenue synergy opportunities for SXC. We are excited with the growth prospects inherent in this transaction and will continue to explore other opportunities to expand our business through acquisitions.”

MedfusionRx is based in Birmingham, Alabama, where its operations will remain. Following the closing of the transaction, SXC plans to maintain the MedfusionRx brand. MedfusionRx specializes in the needs of patients across a variety of disease indications including: bleeding disorders, such as hemophilia; growth hormone deficiency; multiple sclerosis; rheumatoid arthritis; plaque psoriasis; Crohn’s disease; hepatitis C; oncology; and preventative treatment of respiratory syncytial virus.

The acquisition is subject to various closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to be completed by the end of 2010.

In connection with the transaction, Healthcare Growth Partners, LLC is acting as financial advisor and Sidley Austin LLP is acting as legal counsel to SXC. CIT Healthcare and its affiliate CIT Capital Securities LLC are acting as the exclusive financial advisors and Morrison & Foerster LLP is acting as legal counsel to MedfusionRx.

About MedfusionRx, LLC

Founded in 2003, privately-held MedfusionRx, LLC (“MedfusionRx”) is a leading independent specialty pharmacy provider with significant expertise in providing high-touch clinical services to patients with complex chronic conditions.  MedfusionRx is a licensed, accredited specialty pharmacy providing service in all 50 states.  MedfusionRx specializes in the needs of patients with chronic diseases such as bleeding disorders, growth hormone deficiency, multiple sclerosis, rheumatoid arthritis, plaque psoriasis, Crohn’s disease and hepatitis C.  MedfusionRx also specializes in medications for patients with cancer and in the preventive treatment of RSV.  Based in Birmingham, Alabama, MedfusionRx also has a satellite pharmacy in Alabama and six additional pharmacies in Tennessee, Mississippi, West Virginia, Texas, Louisiana and Kansas.  For more information please visit the company’s website located at www.medfusionrx.com.

About SXC Health Solutions Corp.

SXC Health Solutions Corp. is a leading provider of pharmacy benefits management (PBM) services and Health Care Information Technology (HCIT) solutions to the healthcare benefits management industry. The Company’s product offerings and solutions combine a wide range of PBM services and software applications, application service provider (ASP) processing services and professional services, designed for many of the largest organizations in the pharmaceutical supply chain, such as health plans, employers, federal, state and local governments, pharmacy benefit managers, retail pharmacy chains and other healthcare intermediaries. SXC is headquartered in Lisle, Illinois with 13 locations in the US and Canada.

For more information please visit www.sxc.com.

Non-GAAP Financial Measures
SXC reports its financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). SXC’s management also evaluates and makes operating decisions using various other measures. Two such measures are adjusted earnings per share (“EPS”) and adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), which are both non-GAAP financial measures.

Adjusted EPS is a non-GAAP measure which takes EPS and adds back the impact of amortization expense related to the acquisition of MedfusionRx, net of tax. Acquisition-related amortization expense is a non-cash expense arising from the acquisition of intangible assets in connection with the acquisition. SXC excludes certain acquisition-related amortization expense from non-GAAP adjusted EPS because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of SXC business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets. Investors should note that the use of these intangible assets contributes to revenue in the period presented as well as future periods and should also note that such expense will recur in future periods. The 2011 guidance of adjusted EPS was computed by taking the estimated GAAP EPS impact and adding back the expected impact of certain acquisition-related amortization expense, net of tax. Management believes that adjusted EPS provides useful supplemental information to management and investors regarding the performance of the Company’s business operations and facilitates comparisons to its historical operating results. Management also uses this information internally for forecasting and budgeting as it believes that the measures are indicative of the Company’s core operating results. Note however, that these items are performance measures only, and do not provide any measure of the Company’s cash flow or liquidity. Non-GAAP financial measures should not be considered as a substitute for measures of financial performance in accordance with GAAP.

Adjusted EBITDA is a non-GAAP measure that management believes is a useful supplemental measure of operating performance prior to net interest income (expense), income taxes, depreciation, amortization, and stock-based compensation.  With respect to MedfusionRx, adjusted EBITDA also adds back certain non-market compensation charges.  Management believes it is useful to exclude depreciation, amortization and net interest income (expense) as these are essentially fixed amounts that cannot be influenced by management in the short term. In addition, management believes it is useful to exclude stock-based compensation because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of business operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards. With respect to MedfusionRx, there was no stock-based compensation and certain non-market compensation charges were excluded because management believes they were not reflective of ongoing operations.

Forward-Looking Statements
Certain statements included herein, including those that express management’s expectations or estimates of our future performance, constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. We caution that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause our actual financial results, performance, or achievements to be materially different from our estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation, the possibility that the pending MedfusionRx transaction will not close; the possibility that the expected synergies, efficiencies and cost savings of the MedfusionRx transaction will not be realized, or will not be realized within the expected time period; the risk that the MedfusionRx business will not be integrated successfully; our ability to achieve increased market acceptance for our product offerings and penetrate new markets; consolidation in the healthcare industry; the existence of undetected errors or similar problems in our software products; our ability to identify and complete acquisitions, manage our growth and integrate acquisitions; our ability to compete successfully; potential liability for the use of incorrect or incomplete data; the length of the sales cycle for our healthcare software solutions; interruption of our operations due to outside sources; our dependence on key customers; maintaining our intellectual property rights and litigation involving intellectual property rights; our ability to obtain, use or successfully integrate third-party licensed technology; compliance with existing laws, regulations and industry initiatives and future change in laws or regulations in the healthcare industry; breach of our security by third parties; our dependence on the expertise of our key personnel; our access to sufficient capital to fund our future requirements; and potential write-offs of goodwill or other intangible assets. This list is not exhaustive of the factors that may affect any of our forward-looking statements. Other factors that should be considered are discussed from time to time in SXC’s filings with the U.S. Securities and Exchange Commission, including the risks and uncertainties discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent Form 10-Qs, which are available at www.sec.gov. Investors are cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to SXC or persons acting on our behalf are expressly qualified in their entirety by this notice. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise. Certain of the assumptions made in preparing forward-looking information and management’s expectations include: maintenance of our existing customers and contracts, our ability to market our products successfully to anticipated customers, the impact of increasing competition, the growth of prescription drug utilization rates at predicted levels, the retention of our key personnel, our customers continuing to process transactions at historical levels, that our systems will not be interrupted for any significant period of time, that our products will perform free of major errors, our ability to obtain financing on acceptable terms and that there will be no significant changes in the regulation of our business.

%SEDAR: 00001439E

Thomas Group (TGIS) Announces Third Quarter 2010 Results for Quarter Ended September 30, 2010

Nov. 2, 2010 (Business Wire) — Thomas Group, Inc. (NasdaqCM: TGIS), a global change management and operations improvement consulting firm, today announced a net loss of $1.5 million, or negative $0.70 per diluted share, for the third quarter of 2010 on revenues of $0.5 million, compared to a net loss of $1.0 million, or negative $0.48 per diluted share, on revenues of $2.1 million for the third quarter of 2009. Loss from operations before income taxes decreased to $1.5 million on $0.5 million in total revenue for the third quarter of 2010 compared to a loss from operations before income taxes of $1.6 million for the third quarter of 2009 on $2.1 million in total revenue.

On August 13, 2010 we completed a reverse stock split of one new share for each five previous shares. All share numbers and per share numbers in this press release reflect this reverse split.

Third Quarter 2010 Financial Performance

Revenue

Revenue for the third quarter of 2010 was $0.5 million, compared to $2.1 million in the third quarter of 2009. Consulting revenue from US government clients, represented by our Government practice, was $0.4 million, or 85% of revenue, in the third quarter of 2010, compared to $0.5 million, or 23% of revenue, in the third quarter of 2009. We had no consulting revenue from commercial clients, represented by our Commercial and European practices in the third quarter of 2010, compared to $1.3 million, or 62% of revenue, in the third quarter of 2009. Reimbursement of expenses was $0.1 million, or 15% of revenue in the third quarter of 2010, compared to $0.3 million, or 15% of revenue in the third quarter of 2009.

Revenue for the first nine months of 2010 was $3.2 million, compared to $8.0 million in the first nine months of 2009. Consulting revenue from US government clients was $1.3 million, or 41% of revenue, in the first nine months of 2010, compared to $1.9 million, or 24% of revenue, in the first nine months of 2009. Consulting revenue from commercial clients was $1.5 million, or 48% of revenue, in the first nine months of 2010, compared to $5.1 million, or 63% of revenue, in the first nine months of 2009. Reimbursement of expenses was $0.3 million, or 10% of revenue in the first nine months of 2010, compared to $1.1 million, or 13% of revenue, in the first nine months of 2009.

Gross Margins

Gross profit margins for the third quarter of 2010 were 32%, compared to 34% for the third quarter of 2009. Gross profit margins for the first nine months of 2010 were 27%, compared to 38% for the first nine months of 2009. The drop in the quarterly and year-to-date gross margins is related to the significant slowdown of our government and commercial programs during the first nine months of 2010, to lower utilization rates of our consultants in the first nine months of 2010, and to lower pricing on some engagements in this period.

Selling, General & Administrative (SG&A)

SG&A costs for the third quarter of 2010 were $1.7 million, compared to $2.6 million in the third quarter of 2009. The $0.9 million decrease is related primarily to a $0.8 million decrease in payroll costs due to the decline in the number of consultants employed, a $0.1 million decrease in travel related expenses, a $0.1 million decrease in bad debt expense, and a $0.2 million decrease in other costs due to a decline in activity as compared to the same period in 2009, offset by a $ 0.2 million increase in sales commissions and executive bonus due to the reversal of executive bonus in the third quarter of 2009, and $0.1 million increase in stock-based compensation during the third quarter of 2010.

SG&A costs for the first nine months of 2010 were $5.3 million compared to $9.1 million in the first nine months of 2009. The $3.8 million decrease is primarily related to a $2.4 million decrease in payroll costs due to the decline in the number of consultants employed, a $0.2 million decrease in sales commissions and executive bonus, a $0.5 million decrease in travel related expenses, a $0.3 million decrease in legal expenses, a $0.2 million decrease in outside consultants used related to the decrease in activity, a $0.1 million decrease in audit, tax and accounting service costs, a $0.1 million decrease in maintenance and license agreements, a $0.1 million decrease in bad debt expense, a $0.1 million decrease in depreciation and amortization costs, and a $0.1 million decline in other costs due to a decrease in activity and the lower number of consultants employed as compared to the prior year, offset by a $0.3 million increase in stock-based compensation during the first nine months of 2010.

Other Income

Other income for the first nine months of 2010 included the collection of $0.2 million from the final liquidation of a former subsidiary in Europe.

Income Tax (Expense) Benefit

For the first nine months of 2010 we incurred income tax expense of $1.6 million compared to an income tax benefit of $2.1 million in the first nine months of last year. In the first quarter of 2010, our cumulative losses began to exceed our cumulative earnings. Additionally, we are not currently profitable, and we determined that as of the end of March 2010 it was no longer probable that we will recover our deferred tax asset. The combined tax effect was to cause an income tax expense of $1.6 million for the first nine months of 2010. The effect is to increase the net loss as well as the loss per share compared to prior quarters. If we are able to return to sustained profitability and when we can comply with all of the requirements of ASC 740-10-25, we should be able to recover all or part of our deferred tax asset.

Working Capital and Cash Flow

Working capital decreased from $8.1 million at December 31, 2009 to $4.2 million at September 30, 2010, due primarily to our operating loss for the first nine months of 2010.

Our 2009 tax losses were available for carryback for Federal tax purposes, and we received refunds of taxes paid in prior years of approximately $2.7 million in the first nine months of 2010. We do not forecast additional tax refunds at this time. Our 2010 tax losses cannot be carried back to prior years, but may be available to offset taxable income, if any, in future years.

For the first nine months of 2010, net cash decreased $0.7 million, compared to a net decrease of $1.9 million for the first nine months of 2009. For the first nine months of 2010, net cash used by operating activities was $0.6 million, compared to net cash used of $1.7 million for the first nine months of 2009. This decrease in net cash used by operating activities is due primarily to the income tax refund received in the first nine months of 2010 of $2.7 million offset by a non-cash decrease in deferred tax assets of $1.6 million, a decrease in our accrued liabilities, and increased collection of our accounts receivable offset by the net loss for the first nine months of 2010. There were no investing activities in the first nine months of 2010, compared to $5,000 in the first nine months of 2009, related to proceeds from the sale of assets. Cash used for financing activities for the first nine months of 2010 was $0.02 million related to the purchase of stock under our stock repurchase plan, compared to $0.2 million in the first nine months of 2009, related to the $0.1 million purchase of stock under our stock repurchase plan and the net tax effect of stock issuances.

Despite our continuing efforts to reduce costs and control expenses, we expect to continue to operate at a loss until we are able to develop client engagements sufficient to generate revenue to allow us to break even. Until then, we will also continue to use our existing resources.

Although we believe we have the potential to return to profitability, there can be no assurance that we will be able to do so soon enough, given our current, limited available resources. There can be no assurance that we will be able to obtain additional working capital beyond our current resources, if needed.

During the first quarter of 2008, we established a written plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, which provides for the purchase of our common stock in support of our announced share repurchase program. The purpose of this stock repurchase program was to reduce the dilution from potential stock incentive payments for new employees. After a waiting period, repurchases commenced on April 7, 2008. During the first quarter of 2010, we repurchased 5,349 shares for a total of $17,737, or an average of $3.31 per share including commissions and fees.

As of January 31, 2010, we completed the authorized repurchase of 161,090 shares under the plan at a total cost of $1,259,640 or $7.81 per share. At this time we have no plans for additional stock repurchases.

Operations and Business Development

In addition to previously announced efforts, we continue to seek additional ways to reduce costs. As of September 30, 2010, we had 11 consultants on furlough. These furloughed consultants will be offered the opportunity to return to the payroll if and when we develop client engagements that require their individual skill sets. We now employ a “variable cost model” for staffing consulting projects which enables us to minimize our “bench costs.”

In addition to these reductions in payroll costs, we have aggressively worked to reduce other costs wherever possible while we focus on generating increased revenue through new contracts for our services. Effective November 1, 2010 members of the management team also will be partially furloughed to reduce SG&A costs until we can generate higher levels of revenue. As with the consultants on furlough, the work schedules of members of the management team will be reevaluated periodically to ensure that necessary functions are performed during this period and that client service and sales efforts continue uninterrupted.

In the near term, our primary sales focus will be on government related entities, although we will continue to pursue commercial business where we have the opportunity to do so. As a result of this change in focus, Barbara D. Stinnett, Executive Vice President and Chief Customer Officer – Worldwide Customer Operations, resigned effective October 31, 2010, to pursue other opportunities more closely aligned with her interests.

Reverse Stock Split and Nasdaq Listing Update

As previously disclosed, on December 11, 2009, we transferred our stock listing to the Nasdaq Capital Market from the Nasdaq Global Market. We made this transfer because we no longer satisfied the requirement of the Nasdaq Global Market to maintain a market value of publicly held shares of at least $5 million. At that time we met the requirements for listing on the Nasdaq Capital Market with the exception of maintaining a minimum closing bid price of $1 per share. Nasdaq granted a grace period until March 15, 2010 to regain compliance with this requirement. On March 16, 2010, we were notified by Nasdaq that we had not regained compliance with this requirement and that our stock would be delisted from Nasdaq.

We filed a request for an appeal hearing and we were granted an extension of time, as permitted under Nasdaq’s Listing Rules, until September 13, 2010, to evidence a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days. Under Nasdaq’s rules, this date represented the maximum length of time that we could have been granted to regain compliance.

In order to provide an additional opportunity to regain compliance, at our 2010 annual meeting of stockholders we received stockholder approval for a potential reverse stock split that would reduce the number of shares of our common stock outstanding in an attempt to increase the price of our common stock. Our Board of Directors approved a reverse stock split effective as of the close of business on August 13, 2010, with an exchange ratio of five existing shares to one new share of our common stock. This reverse stock split was effective at 6:01 p.m. ET on August 13, 2010.

As a result of the Reverse Stock Split, every five shares of our issued and outstanding Common Stock, all Treasury shares, and all unawarded or unvested shares under our approved stock plans were combined into one share of Common Stock. The Reverse Stock Split did not change the number of authorized shares or par value of the Common Stock.

On September 7, 2010, we received a letter from The Nasdaq Stock Market (“NASDAQ”) confirming that we had regained compliance with Nasdaq’s minimum $1.00 per share bid price requirement. The Nasdaq letter further stated that at that time we met the other applicable standards for Nasdaq listing, and that the Nasdaq Listing Qualifications Hearings Panel had determined to continue the listing of our common stock on The Nasdaq Stock Market.

Although we believe that we are currently in compliance with all of the applicable standards for continued listing on the Nasdaq Capital Market, there is no assurance that we will be able to maintain compliance in the future.

About Thomas Group

Thomas Group, Inc. (NasdaqCM: TGIS) is an international, publicly-traded professional services firm specializing in organization change management and operations improvement. Thomas Group’s unique brand of process improvement and performance management services enable businesses to enhance operations, improve productivity and quality, reduce costs, generate cash and drive higher profitability. Known for Breakthrough Process Performance, Thomas Group creates and implements customized improvement strategies for sustained performance improvements in all facets of the business enterprise. Thomas Group has offices in Dallas, Boston and Washington, D.C. For more information, please visit www.thomasgroup.com.

Important Notices:

Safe Harbor Statement under the Private Securities Litigation Reform Act:

Any statements in this release that are not strictly historical statements, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements, including general economic and business conditions that may impact clients and our revenues, timing and awarding of customer contracts, revenue recognition, competition and cost factors, lack of profitability and potential delisting as well as other factors detailed from time to time in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2009. These forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “could,” “should,” “may,” “would,” “continue,” “forecast,” and other similar expressions. These forward-looking statements speak only as of the date of this release. Except as required by law, we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Thomas Group, Inc.

Michael McGrath, 972-869-3400

President and Chief Executive Officer

mmcgrath@thomasgroup.com

http://www.thomasgroup.com