For Wednesday, August 22nd
BGNN, RVPL, SPMD, ATPG, CHMR, EMLL
Our Stocks to Watch tomorrow include B Green Innovations Inc. (OTCBB: BGNN), RVPLUS Inc. / ECCO2 Tech Dot Com (OTCBB: RVPL), SuperMedia Inc. (Nasdaq: SPMD), ATP Oil & Gas Corp. (Nasdaq: ATPG), Chimera Energy Corp. (OTCBB: CHMR) and El Maniel International Inc. (OTC: EMLL).
B GREEN INNOVATIONS INCORPORATED (OTCBB: BGNN)
"Up 33.33% on Tuesday"
Detailed Quote: http://www.otcpicks.com/quotes/BGNN.php
The B Green Innovations, Inc. ("B Green"), "Go Green" mission from its inception, is to create a "Green" company for the development of solutions to eliminate waste from the world's environment. B Green offers consumers a realistic and necessary solution to the problem of waste around the world. We believe that to truly have an impact on the planet, one must be committed to the environment and seek out environmentally-friendly products.
BGNN News:
No recent news for B Green Innovations, Inc. (OTCBB: BGNN).
RVPLUS INCORPORATED (OTCBB: RVPL)
"Up 140.00% on Tuesday"
Detailed Quote: http://www.otcpicks.com/quotes/RVPL.php
Doing business as ECCO2 Tech Dot Com ECCO2 (acronym for Environmental Control of Carbon Dioxide), RVPLUS, Inc. is a corporate interface for universal clean technologies that are sustainable, reduce carbon emissions, and energy efficient in residential homes, commercial buildings, and transportation.
RVPL News:
August 21 - RVPL Enters Material Definitive Agreement With Nigeria Government for 10-Year ECCO2 Project
RVPLUS, Inc. doing business as ECCO2 Tech Dot Com (OTCBB: RVPL) entered into a 10-year Purchase and Sale Agreement for a total of $1.8 billion (USD) with Nigeria Ministry of Environment for Katsina State for the project deployment of the ECCO2 Civil Society Network Programme for Nigeria with a monthly payment schedule for first twelve months of pro forma invoices to total the amount of $250 million (USD) and the remaining balance of $1.55 billion (USD) to split into monthly pro forma invoices over the remaining nine year duration following the first year of the Agreement, which is supported by financial aid programs for developing countries advancing social affairs, economic development, climate change, energy efficiency, and carbon-emissions reduction as set forth in the objectives at the recent Rio+20 Conference and the initial expectations of the Cancun Agreement and Kyoto Protocol.
RVPL will supply Nigeria with energy efficiency and renewable energy products as specified in the Memorandum of Understanding by ECCO2 Corp, Nigeria Ministry of Environment for Katsina State, Center for Climate Change and Environmental Studies, and United World Charitable, collectively referred to as ECCO2 Civil Society Network Programme for Nigeria. Such description is qualified in its entirety by reference to the complete terms and conditions for the Exhibit A of the Purchase and Sale Agreement within the Memorandum of Understanding, a copy of which is Exhibit 10.01 included as reference with the Form 8K report filed by RVPLUS, Inc. today.
Cary Lee Peterson, RVPlus' Chairman-CEO comments, "I am very pleased to see that hard work and support from United Nations affiliates and other ECCO2 allies has come together for a positive cause which shall enrich Nigeria, America, and the rest of the world. I can tell you that ECCO2 is just getting started and there is much more ahead, so stay tuned."
Additionally, effective August 20, 2012 the Company has relocated primary office from Austin, Texas to a rental office space located at 2500 Plaza 5, 25th Floor Harborside Financial Center, Jersey City, New Jersey, 07311, in efforts to be closer to United Nations headquarters in New York City, in addition to legal, accounting, banking, production, logistical partners that the Company does business with on a regular basis.
The Company continues to operate as a partner and supplier for American made products that reduce energy consumption and carbon emissions in facilities and transportation. These operations include projects for climate change, social affairs, and economic development with RVPlus' sister company, ECCO2 Corp, an admitted NGO for United Nations Department of Social Affairs.
ABOUT ECCO2
ECCO2 (acronym for Environmental Control of Carbon Dioxide) is a corporate interface for universal clean technologies that are sustainable, reduce carbon emissions, and energy efficient in residential homes, commercial buildings, and transportation.
ECCO2 has appeared in major media outlets such as Forbes, Wall Street Journal, CNN, MSNBC, and Bloomberg, in addition to participating in various clean-tech awareness conferences held by government agencies and private organizers.
ECCO2 Corp, the non-profit sister company of the 'ECCO2 family,' was recently admitted to the United Nations Department of Economic Social Affairs by the DESA NGO Branch as an official non-governmental organization and is also an affiliate partner of United Nations Framework Convention on Climate Change by partnership with Center for Climate Change and Environmental Studies, an admitted observer organization for the United Nations. This status held with the sectors of the United Nations opens many windows of opportunity to over $100 billion in financial aid to fund ECCO2 projects.
SUPERMEDIA LLC (NASDAQ: SPMD)
"Up 41.09% on Tuesday"
Detailed Quote: http://www.otcpicks.com/quotes/SPMD.php
With $199 million in assets, Western Liberty Bancorp is a Nevada bank holding company which conducts operations through Service1st Bank of Nevada, its wholly-owned banking subsidiary, and Las Vegas Sunset Properties. Service1st Bank operates as a traditional community bank and provides a full range of deposit, lending and other banking services to locally-owned businesses, professional firms, individuals and other customers from its headquarters and two retail banking facilities located in the greater Las Vegas area. Services provided include basic commercial and consumer depository services, commercial working capital and equipment loans, commercial real estate loans, and other traditional commercial banking services. Primarily all of the bank’s business is generated in the Nevada market.
SPMD News:
August 21 - Dex One and SuperMedia Will Combine to Create a National Provider of Social, Local and Mobile Marketing Solutions
* Over 3,100 marketing consultants serving more than 700,000 local businesses
* Pro-forma combined 2011 revenue was $3.1 billion, with non-GAAP adjusted EBITDA of approximately $1.2 billion and non-GAAP free cash flow of $610 million
* Combined companies estimate annual expense synergies of $150-$175 million by 2015
* Preserves tax attributes of as much as $1.8 billion to benefit cash flow
* Merged company better positioned to retire debt with amended and extended lender agreements
Dex One Corporation (NYSE: DEXO) and SuperMedia Inc. (Nasdaq: SPMD) announced that their Boards of Directors have approved a definitive agreement under which Dex One and SuperMedia will combine in a stock-for-stock merger of equals, creating a national provider of social, local and mobile marketing solutions through direct relationships with local businesses.
Upon closing of the transaction, Dex One shareholders are expected to own approximately 60 percent and SuperMedia shareholders are expected to own approximately 40 percent of the combined company.
The combined company will have over 5,800 employees, including more than 3,100 consultants who establish direct relationships with local business owners and offer a full suite of marketing solutions to help them retain and add customers. Initially, the combined company will have relationships with more than 700,000 businesses.
The business will benefit from improved operating scale, significant synergies and enhanced cash flow. On a pro-forma basis, for the full year 2011, the combined company would have reported $3.1 billion in revenue, $778 million in non-GAAP operating income (adjusted to exclude impairment charges of $1.8 billion) and $1.2 billion in non-GAAP adjusted EBITDA. Pro-forma cash from operations for the full year 2011 would have been $657 million, and non-GAAP free cash flow would have been $610 million. For the first half of 2012, the combined company would have reported pro-forma revenue of approximately $1.4 billion, $290 million in operating income and $586 million in non-GAAP adjusted EBITDA. First half 2012 pro-forma cash flow from operations for the combined company would have been $340 million and non-GAAP free cash flow for the period would have been $322 million.
“We believe this merger is in the best interests of shareholders, lenders, customers, employees and consumers,” said Alan Schultz, chairman of the board of directors of Dex One. “Dex One and SuperMedia are closely aligned with a solid value proposition for local businesses, and we expect the transaction to generate significant operational and financial synergies, which will create additional investor value.”
“Over the time we have spent together understanding each other’s company and exploring the market opportunities, we have become more and more enthusiastic about the potential of Dex One and SuperMedia combined to more effectively help businesses grow using the full range of local media,” added Douglas Wheat, chairman of the board of directors of SuperMedia. “We look forward to working together to help the new company realize that potential.”
“For the past two years, Dex One and SuperMedia have been on the same path of transformation, fully embracing digital media to help businesses grow through a complete suite of marketing solutions provided by our local consultants,” said Peter McDonald, president and CEO of SuperMedia. “Our common goal over many decades has been to drive results for local advertisers. By joining together, we will have nationwide presence to increase market share and achieve operating and service efficiencies. Having spent time in my career at Dex One and SuperMedia, I know that the great attitudes, best thinking and best practices of the talented individuals at both companies will combine to enhance the value we deliver to our clients and investors.”
“The two companies fit well together. The combined scale and scope of the new company creates a powerful platform to penetrate more of the market and further improve our competitive position,” said Alfred Mockett, CEO of Dex One. “This combination will accelerate the pace of the transformation each of us was pursuing independently, improve our financial condition and generate benefits for all constituencies.”
Financial Benefits for Shareholders and Lenders
The combined company estimates it will realize $150-$175 million of annual run rate cost synergies by 2015 due to scale efficiencies; rationalization of duplicative solutions, products and vendor relationships; headcount reductions; and adoption of the most cost effective management and operating practices and technology platforms and systems from Dex One and SuperMedia. The combined company expects to incur $100-$120 million of one-time transition expenses to achieve these synergies.
The combined company also will benefit from the application across a larger territory of the best of each company’s social, local and mobile marketing solutions, combined with the advice of its marketing consultants, to create and maintain local business relationships.
The combined company expects to preserve access to Dex One’s remaining tax attributes and generate future attributes, in aggregate totaling as much as $1.8 billion, to offset income attributable to the combined company following the completion of the transaction.
Organization and Leadership
Under the terms of the definitive merger agreement, Alan Schultz, chairman of the board of directors of Dex One, will be chairman of the board of directors of the combined company. The president and CEO of SuperMedia, Peter McDonald, will become CEO. Alfred Mockett, Dex One’s CEO, will continue to lead Dex One through the close of the transaction, at which point he will step down.
Following the close of the transaction, the combined company’s board of directors will include Schultz, McDonald, four additional members from the Dex One board, four additional members from the SuperMedia board and one independent director to be selected by the new board. The CFO of SuperMedia, Samuel (Dee) Jones, will become the CFO of the combined company.
The combined company will be called Dex Media. This is not intended to be a new brand in the marketplace. The Dex One and SuperMedia names and the brand names for their solutions and services have significant value with businesses and consumers. Decisions regarding if and when to implement brand and name changes in local markets will be made after further evaluation and planning. A decision regarding the location of the new company’s headquarters and other principal locations also will be made during the course of merger integration planning.
Transaction Structure
Under the terms of the agreement, Dex One and SuperMedia shareholders will exchange their shares for shares in Dex Media. Dex One shareholders will receive 0.20 shares for each Dex One share they own, and Super Media shareholders will receive 0.4386 shares for each SuperMedia share they own.
Approvals
The transaction must be approved by the stockholders for the two companies and is subject to negotiation of acceptable credit agreement amendments with both companies’ lenders. SuperMedia and Dex One intend to file a joint proxy statement/prospectus with the Securities and Exchange Commission (“SEC”) to submit the merger to their stockholders for approval. The transaction is expected to close in the fourth quarter of 2012.
Advisors
Houlihan Lokey is acting as financial advisor to Dex One, and Kirkland & Ellis LLP is acting as its legal counsel. Morgan Stanley & Co. LLC and Chilmark Partners are acting as financial advisors to SuperMedia, and Fulbright & Jaworski L.L.P and Cleary Gottlieb Steen & Hamilton LLP are acting as its legal counsel.
ATP OIL & GAS CORPORATION (NASDAQ: ATPG)
"Up 8.33% on Tuesday"
Detailed Quote: http://www.otcpicks.com/quotes/ATPG.php
Delcath Systems, Inc. is a specialty pharmaceutical and medical device company focused on oncology. Delcath's proprietary system for chemosaturation is designed to administer high dose chemotherapy and other therapeutic agents to diseased organs or regions of the body, while controlling the systemic exposure of those agents. The Company's initial focus is on the treatment of primary and metastatic liver cancers. In 2010, Delcath announced that its randomized Phase III clinical trial for patients with metastatic melanoma in the liver had successfully achieved the study's primary endpoint of extended hepatic progression-free survival. The Company also completed a multi-arm Phase II trial to treat other liver cancers. The Company obtained authorization to affix a CE Mark for the Delcath Hepatic CHEMOSAT® delivery system in April 2011 and for the second generation hemofiltration cartridge for CHEMOSAT in April 2012. The right to affix the CE mark allows the Company to market and sell the CHEMOSAT system in Europe. The Company has not yet received FDA approval for commercial sale of its system in the United States. The Company continues with the preparation of its NDA submission and intends to seek FDA approval for commercial sale of its chemosaturation system with melphalan.
ATPG News:
August 7 - ATP Oil & Gas and Warren Resources Receive Boost From Continuous Upticks in Oil Prices
The Paragon Report Provides Stock Research on ATP Oil & Gas and Warren Resources
Oil and gas stocks have lost their luster among investors in 2012 as the recent economic slowdown in Europe and China has created a less than favorable demand outlook for crude. Oil stocks received a boost Friday as oil prices surged on a surprisingly strong U.S. jobs report. The SPDR S&P Oil & Gas Exploration & Production ETF (XOP) surged 2.93 percent last Friday. The Paragon Report examines investing opportunities in the Oil & Gas Industry and provides equity research on ATP Oil & Gas Corp. (Nasdaq: ATPG) and Warren Resources, Inc. (Nasdaq: WRES).
Access to the full company reports can be found at:
www.ParagonReport.com/ATPG
www.ParagonReport.com/WRES
Oil prices surged nearly 5 percent, their biggest gain in a month, after the Labor Department reported that U.S. employers added 163,000 jobs in July. According to the median estimate of economists surveyed by Bloomberg, payrolls were expected to increase by 100,000. "Anything that points to economic growth boosts oil," said Michael Lynch, president of Strategic Energy & Economic Research.
The Energy Information Administration last week reported that U.S. crude supplies surprisingly declined 6.5 million barrels for the week ended July 27. Analysts had predicted a drop of 1.6 million barrels according to Platts.
Paragon Report releases regular market updates on the Oil & Gas Industry so investors can stay ahead of the crowd and make the best investment decisions to maximize their returns. Take a few minutes to register with us free at www.ParagonReport.com and get exclusive access to our numerous stock reports and industry newsletters.
ATP Oil & Gas is an international offshore oil and gas development and production company with operations in the Gulf of Mexico, Mediterranean Sea and the North Sea. Shares of the company saw their biggest gain in a month after their partner Isramco Negev 2 LP reported flow tests for the Shimshon well off the coast of Israel. After a 54-hour test Isramco reported the well was flowing at a rate of 40.2 million cubic feet a day.
Warren Resources is an independent energy company engaged in the exploration and development of domestic oil and natural gas reserves. Warren's activities are primarily focused on oil in the Wilmington field in California and natural gas properties in the Washakie Basin in Wyoming.
CHIMERA ENERGY CORPORATION (OTCBB: CHMR)
"Up 63.67% on Tuesday"
Detailed Quote: http://www.otcpicks.com/quotes/CHMR.php
Chimera Energy Corp is a Texas corporation listed on the OTCBB under the trading symbol CHMR. Chimera Energy Corp (CHMR) acquires, develops, licenses and sells new energy technology and products that are designed to profit from the current domestic shale oil boom. CHMR competes in an industry sector that includes Halliburton (HAL), Schlumberger (SLB), EnCana Corporation (ECA) and Continental Resources, Inc. (CLR).
CHMR News:
August 21 - Chimera Energy Corp President Comments on Recent Developments
Chimera Energy Corp. (OTCBB: CHMR) President Charles Grob stated today: “Chimera and I are committed to implementing our business model as outlined and described in our filings, on our website and in our press releases.
Recent comments from third parties have apparently contributed to a decline in our stock price over the last few trading sessions. Many of those comments have been made by anonymous bloggers and admitted shorters, and they have likely profited from the decline.
There will always be Naysayers in any new business venture, and we have ours. I and all those associated with Chimera are excited about our prospects and encouraged by our progress. We are moving forward at a deliberate pace!”
President Grob has just returned from fruitful meetings in Mexico City, where PEMEX and Chimera have begun to collaborate on utilizing CHMR’s revolutionary exothermic Non-Hydraulic Extraction system throughout Latin America. The Non-Hydraulic Extraction system is a revolutionary Shale Oil extraction technology designed to safely and economically replace hydraulic fracturing (AKA fracking and fracing) without negative environmental impacts. The new process uses no water. As a result of the meetings, PEMEX has already identified using the new process on Chicontepec Formation wells. The Chicontepec Formation is considered Mexico's largest certified hydrocarbon reserve, totaling more than 139 billion barrels of oil.
President Grob is scheduling to follow up with a meeting in Houston with Dr. Nestor Martinez Romero, Commissioner of the National Commission of Hydrocarbons of Mexico, also known as the CNH. Dr. Romero has already voiced his support for the new technology, saying it could be a “game changer for Mexico’s oil production”.
Non-Hydraulic Extraction has recently emerged to be asserted as a cheaper and more effective extraction method that does not affect groundwater at all. Chimera Energy Corp is in the process of reengineering this new method for mass production, relicensing and sales. Due to the recent positive developments in Mexico, the Company now expects to utilize their new relationship with Weis S.A. to complete much of this work in Mexico City. President Grob expects to disclose these new developments as they are finalized.
EL MANIEL INTERNATIONAL INCORPORATED (OTC: EMLL)
"Up 100.00% on Tuesday"
Detailed Quote: http://www.otcpicks.com/quotes/EMLL.php
El Maniel International Inc is a publicly traded company currently focusing in the gold business domain including but not limited to trading, prospecting, developing and expanding the economic potential of its world class mining claims and the company is committed in creating shareholder's value by ensuring constant development of current and new resources in its global gold business domain.
EMLL News:
No recent news for El Maniel International Inc. (OTC: EMLL).
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