Vector Group

Liverpool, United Kingdom

Vector Group

Liverpool, United Kingdom
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MIAMI, FL / ACCESSWIRE / May 4, 2017 / Vector Group Ltd. (NYSE: VGR) will host a live webcast to discuss the results of the first quarter 2017, to be held Friday, May 5, 2017 at 9:00 AM Eastern Time. To participate, connect approximately 5 to 10 minutes before the beginning of the event. If you are unable to participate during the live webcast, the event archive will be available at www.investorcalendar.com or www.VectorGroupLtd.com. Vector Group is a holding company that indirectly owns Liggett Group LLC and Vector Tobacco Inc. and directly owns New Valley LLC, which owns a controlling interest in Douglas Elliman Realty, LLC. Additional information concerning the company is available on the Company's website, www.VectorGroupLtd.com.


News Article | May 5, 2017
Site: www.businesswire.com

MIAMI--(BUSINESS WIRE)--Vector Group Ltd. (NYSE:VGR) today announced financial results for the three months ended March 31, 2017. First quarter of 2017 revenues were $415.2 million, compared to revenues of $380.8 million in the first quarter of 2016. The Company recorded operating income of $52.9 million in the first quarter of 2017, compared to operating income of $62.2 million in the first quarter of 2016. Net loss attributed to Vector Group Ltd. for the first quarter of 2017 was $4.2 million, or $(0.03) per diluted common share, compared to net income of $19.3 million, or $0.15 per diluted common share, in the first quarter of 2016. Non-GAAP financial measures also include adjustments for purchase accounting associated with the Company's acquisition of its additional 20.59% interest in Douglas Elliman Realty, LLC in December 2013, litigation settlement and judgment expenses in the Tobacco segment, settlements of long-standing disputes related to the Master Settlement Agreement in the Tobacco segment, restructuring and pension settlement expense in the Tobacco segment, stock-based compensation expense (for purposes of Adjusted EBITDA only) and non-cash interest expense associated with the Company's convertible debt. Reconciliations of non-GAAP financial results to the comparable GAAP financial results for the three months ended March 31, 2017 and 2016 are included in Tables 2 through 7. Three months ended March 31, 2017 compared to the three months ended March 31, 2016 First quarter of 2017 Adjusted EBITDA attributed to Vector Group (as described in Table 2 attached hereto) were $61.3 million compared to $69.6 million for the first quarter of 2016. Adjusted Net Income (as described in Table 3 attached hereto) was $18.4 million or $0.14 per diluted share for the first quarter of 2017 and $18.1 million or $0.14 per diluted share for the first quarter of 2016. Adjusted Operating Income (as described in Table 4 attached hereto) was $54.1 million for the first quarter of 2017 compared to $65.2 million for the first quarter of 2016. For the first quarter of 2017, the Tobacco segment had revenues of $257.5 million, compared to $221.0 million for the first quarter of 2016. The increase in revenues was primarily due to a 21.0% increase in unit sales volume. Operating Income from the Tobacco segment was $59.8 million for the first quarter of 2017 compared to $61.5 million for the first quarter of 2016. Tobacco Adjusted Operating Income (as described in Table 5 attached hereto) for the first quarter of 2017 and 2016 was $60.5 million and $63.9 million, respectively. For the first quarter of 2017, the Tobacco segment had conventional cigarette (wholesale) shipments of approximately 2.17 billion units compared to 1.80 billion units for the first quarter of 2016. Liggett's retail market share increased to approximately 3.75% during the first quarter of 2017. Compared to the first quarter of 2016, Liggett's retail shipments increased 6.2% while the overall industry's retail shipments declined by 2.7%, according to data from Management Science Associates, Inc. For the first quarter of 2017, the Real Estate segment had revenues of $157.8 million, compared to $159.7 million for the first quarter of 2016. For the first quarter of 2017, the Real Estate segment reported a net income of $7.1 million, compared to net income of $3.0 million for the first quarter of 2016. Douglas Elliman's results are included in Vector Group Ltd.'s Real Estate segment. For the first quarter of 2017, Douglas Elliman had revenues of $155.5 million, compared to $157.6 million for the first quarter of 2016. For the first quarter of 2017, Douglas Elliman reported net income of $0.1 million, compared to $7.1 million for the first quarter of 2016. For the first quarter of 2017, Real Estate Adjusted EBITDA attributed to the Company (as described in Table 6 attached hereto) were $2.5 million, compared to $7.5 million for the first quarter of 2016. Douglas Elliman's results are included in Vector Group Ltd.'s Real Estate segment. For the first quarter of 2017, Douglas Elliman's Adjusted EBITDA (as described in Table 7 attached hereto) were $1.8 million ($1.2 million attributed to the Company), compared to $9.1 million ($6.4 million attributed to the Company) for the first quarter of 2016. For the first quarter of 2017, Douglas Elliman achieved closed sales of approximately $5.6 billion, compared to $5.7 billion for the first quarter of 2016. For the first quarter of 2017, the E-cigarette segment had a loss of Adjusted EBITDA of $0.1 million compared to a loss of Adjusted EBITDA of $0.2 million for the first quarter of 2016. Adjusted EBITDA, Adjusted Net Income, Adjusted Operating Income, Tobacco Adjusted Operating Income, New Valley LLC Adjusted EBITDA and Douglas Elliman Realty, LLC Adjusted EBITDA ("the Non-GAAP Financial Measures") are financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”). The Company believes that the Non-GAAP Financial Measures are important measures that supplement discussions and analysis of its results of operations and enhances an understanding of its operating performance. The Company believes the Non-GAAP Financial Measures provide investors and analysts with a useful measure of operating results unaffected by differences in capital structures and ages of related assets among otherwise comparable companies. Management uses the Non-GAAP Financial Measures as measures to review and assess operating performance of the Company's business, and management and investors should review both the overall performance (GAAP net income) and the operating performance (the Non-GAAP Financial Measures) of the Company's business. While management considers the Non-GAAP Financial Measures to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, net income and cash flows from operations. In addition, the Non-GAAP Financial Measures are susceptible to varying calculations and the Company's measurement of the Non-GAAP Financial Measures may not be comparable to those of other companies. Attached hereto as Tables 2 through 7 is information relating to the Company's Non-GAAP Financial Measures for the three months ended March 31, 2017 and 2016. As previously announced, the Company will host a conference call and webcast on Friday, May 5, 2017 at 9:00 AM (ET) to discuss first quarter 2017 results. Investors can access the call by dialing 800-859-8150 and entering 90330388 as the conference ID number. The call will also be available via live webcast at www.investorcalendar.com. Webcast participants should allot extra time to register before the webcast begins. A replay of the call will be available shortly after the call ends on May 5, 2017 through May 19, 2017. To access the replay, dial 877-656-8905 and enter 90330388 as the conference ID number. The archived webcast will also be available at www.investorcalendar.com for one year. Vector Group is a holding company that indirectly owns Liggett Group LLC and Vector Tobacco Inc. and directly owns New Valley LLC, which owns a controlling interest in Douglas Elliman Realty, LLC. Additional information concerning the company is available on the Company's website, www.VectorGroupLtd.com.


News Article | April 28, 2017
Site: www.businesswire.com

MIAMI--(BUSINESS WIRE)--Vector Group Ltd. (NYSE:VGR) will conduct a conference call and webcast to discuss its first quarter 2017 results on Friday, May 5, 2017 at 9:00 a.m. (ET). Investors can access the call by dialing 800-859-8150 and entering 90330388 as the conference ID number. The call will also be available via live webcast at www.investorcalendar.com. Webcast participants should allot extra time before the webcast begins to register. A replay of the call will be available shortly after the call ends on May 5, 2017 through May 19, 2017. To access the replay, dial 877-656-8905 and enter 90330388 as the conference ID number. The archived webcast will also be available at www.investorcalendar.com for one year. Vector Group is a holding company that indirectly owns Liggett Group LLC and Vector Tobacco Inc. and directly owns New Valley LLC, which owns a controlling interest in Douglas Elliman Realty, LLC. Additional information concerning the company is available on the Company's website, www.VectorGroupLtd.com.


MIAMI, FL / ACCESSWIRE / May 4, 2017 / Vector Group Ltd. (NYSE: VGR) will host a live webcast to discuss the results of the first quarter 2017, to be held Friday, May 5, 2017 at 9:00 AM Eastern Time. To participate, connect approximately 5 to 10 minutes before the beginning of the event. Date, Time: May 5, 2017 at 9:00 AM ET Live Webcast: http://www.investorcalendar.com/event/14437 or www.VectorGroupLtd.com If you are unable to participate during the live webcast, the event archive will be available at www.investorcalendar.com or www.VectorGroupLtd.com. Vector Group is a holding company that indirectly owns Liggett Group LLC and Vector Tobacco Inc. and directly owns New Valley LLC, which owns a controlling interest in Douglas Elliman Realty, LLC. Additional information concerning the company is available on the Company's website, www.VectorGroupLtd.com. MIAMI, FL / ACCESSWIRE / May 4, 2017 / Vector Group Ltd. (NYSE: VGR) will host a live webcast to discuss the results of the first quarter 2017, to be held Friday, May 5, 2017 at 9:00 AM Eastern Time. To participate, connect approximately 5 to 10 minutes before the beginning of the event. Date, Time: May 5, 2017 at 9:00 AM ET Live Webcast: http://www.investorcalendar.com/event/14437 or www.VectorGroupLtd.com If you are unable to participate during the live webcast, the event archive will be available at www.investorcalendar.com or www.VectorGroupLtd.com. Vector Group is a holding company that indirectly owns Liggett Group LLC and Vector Tobacco Inc. and directly owns New Valley LLC, which owns a controlling interest in Douglas Elliman Realty, LLC. Additional information concerning the company is available on the Company's website, www.VectorGroupLtd.com.


News Article | February 21, 2017
Site: www.marketwired.com

Strategic Acquision is a major step toward a complete solution for the testing of software-based embedded and connected systems STUTTGART, GERMANY and PROVIDENCE, RHODE ISLAND--(Marketwired - Feb 21, 2017) -  Effective January 18, Vector Informatik GmbH, the German-based specialist for the development and test of automotive electronics, has acquired 100% of the US company Vector Software, Inc. Vector Software specializes in automated embedded software testing in multiple industries. Vector Informatik has a long experience in providing system and functional testing solutions for automotive ECUs and distributed embedded systems. This acquisition extends that testing portfolio by adding the embedded software testing platform "VectorCAST," a solution for code-centric software testing. VectorCAST is used extensively in the verification of software with high quality and safety requirements. In addition, the merger will extend Vector Informatik's engagement to industries beyond the automotive market. Customers can rely on Vector as one global provider of a complete and integrated verification and validation solution for embedded systems in Automotive, Avionics, IoT and other industries with safety and validation requirements. The sales and development organization for VectorCAST, consisting of more than 90 people, will remain headquartered in East Greenwich, RI., as a business division of Vector Informatik. The division will be managed by John Paliotta as Managing Director and CTO, and Mats Larsson as Vice President Sales, Marketing & Operations. Paliotta co-founded Vector Software in 1990, Larsson joined Vector Informatik in 2002, and his previous responsibility with the Vector Group was the establishment of Vector Brazil. "Over the last 25 years the Vector Software team has built a great product and a great brand. We could not be more pleased to be joining Vector Informatik, a company that has complementary products, but also a similar engineering-driven and customer-focused culture," says Paliotta. "This acquisition is a major building block of Vector's strategy to offer a comprehensive solution for the automated testing of embedded and connected systems. We already have started working to link and integrate the products of both companies. Our joint teams are highly motivated to add tangible functionality across all Vector testing products over the next years," adds Thomas Riegraf, managing director of Vector Informatik. The financial details of the transaction will remain private. More information at: www.vector.com and www.vectorcast.com You can find this and other press releases on our website at: www.vector.com/press About Vector Group (Revised: February 2017): Vector Informatik is the leading manufacturer of software tools and embedded components for the development of electronic systems and their networking with many different systems from CAN to Automotive Ethernet. Vector has been a partner of automotive manufacturers and suppliers and related industries since 1988. Vector tools and services provide engineers with the decisive advantage to make a challenging and highly complex subject area as simple and manageable as possible. Vector employees work on electronic innovations for the automotive industry every day. Worldwide customers in the automotive, commercial vehicles, aerospace, transportation, and control technology industries rely on the solutions and products of the independent Vector Group for the development of technologies for future mobility. Vector worldwide currently employs more than 1,800 people with sales of EUR 414 million in 2016. With its headquarter in Germany (Stuttgart), Vector has subsidiaries in the USA, Japan, France, Great Britain, Italy, Austria, Sweden, South Korea, India, China, and Brazil. About Vector Software, Inc. Vector Software is the world's leading provider of software testing solutions for safety and business critical embedded applications. Companies worldwide in the automotive, aerospace, medical devices, industrial controls, rail, and other business critical sectors rely on Vector Software's VectorCAST test automation platform. The VectorCAST environment enables software development teams to easily automate complex testing tasks to improve software quality, using Test-Driven Development, Continuous Integration, and Change-Based Testing processes to engineer reliable software for accelerated time-to-market release cycles. Vector Software is headquartered in East Greenwich, Rhode Island USA with offices worldwide, and a world-class team of support and technology partners. To learn more, visit: www.vectorcast.com. Follow Vector Software on Facebook, Google+, LinkedIn, Twitter, and YouTube.


News Article | February 23, 2017
Site: en.prnasia.com

Leaders in Learning and Performance Join Forces to Accelerate Innovation in Talent Management REDWOOD SHORES, Calif. and OTTAWA, Ontario, Feb. 23, 2017 /PRNewswire/ -- Saba Software Inc., a global leader in cloud-based talent management solutions, and Halogen Software Inc. (TSX:HGN), a leading provider of cloud-based performance management solutions, today announced that Saba, Vector Capital and its affiliates, and Michael Slaunwhite, Halogen's co-founder, Executive Chairman and largest shareholder, have entered into a definitive agreement to acquire Halogen. The combination of Saba and Halogen, expected to close in the second quarter of 2017, will extend Saba's position as a leading provider of end-to-end SaaS Talent Management solutions. Combined, Saba and Halogen will serve more than 4,000 customers worldwide, and together, increase value to the customers they serve with the strength, size and scale to deliver rapid innovations in talent management. The combination of these two market leaders is expected to bring together learning and performance in a way not yet realized in the market. In combination with Saba's robust learning, social and engagement capabilities, Halogen's solutions and expertise in performance management will allow Saba to further accelerate talent innovation. Their combined solutions will enable organizations around the world to transform the employee experience and embrace new workplace dynamics through best-in-market innovations in learning, engagement, and performance. Saba and Halogen together expect to drive enhanced capabilities for their customers with real-time, always-on employee engagement, development, collaboration, coaching, and feedback. "Saba has a clear vision for the future of talent development and understands the powerful role learning and engagement experiences play in driving individual and business performance," said Pervez Qureshi, CEO of Saba. "Combining Saba's unrivaled learning and engagement capabilities with the proven innovation Halogen brings to performance management, we expect to accelerate delivery against this vision and rapidly create new value for our joint customers. This strong foundation for growth and innovation and our combined expertise will enable Saba to meet the ever-changing workplace needs of people and help organizations more effectively adapt, perform and thrive." Les Rechan, President and CEO of Halogen commented: "As part of Saba, Halogen's next generation performance vision is expected to accelerate by pairing our deep expertise in performance with the pioneers in continuous learning, collaboration, and engagement. Both Halogen and Saba's cultures share an unwavering focus on customer success. Together, we believe we can deliver on the future of people-centric, team-optimized performance, development, and engagement, and deliver it on a global scale, and with the unrivaled customer experience Halogen is known for." "We have built Halogen into a market leader in performance management by investing in the talented and innovative team that began here in Ottawa more than 20 years ago," said Michael Slaunwhite, Executive Chairman of Halogen Software. "I look forward to joining forces with Vector Capital and Saba. Together, we have the opportunity to scale faster and lead the way in performance, learning, and engagement and expand our global impact." The transaction will be implemented by way of a statutory plan of arrangement under the Ontario Business Corporations Act and is subject to court approval and the approval of at least two-thirds of the votes cast by holders of Halogen's shares; and by a simple majority of the votes cast by all Halogen shareholders other than Michael Slaunwhite and parties related to him. The Halogen Board's recommendation of the transaction is the result of the Special Committee's strategic review process that began in the fall of 2016. After significant review of the transaction and alternative proposals, the Special Committee, in consultation with its financial and legal advisors, recommended the transaction to the Board. In making their respective determinations, the Board and the Special Committee considered, among other factors, a formal valuation from MNP LLP and a fairness opinion from National Bank Financial, to the effect that the cash purchase price of CAD$12.50 per share to be received by the shareholders is fair, from a financial point of view, to the shareholders (other than Michael Slaunwhite). In connection with the transaction, Michael Slaunwhite (and parties related to him), JMI, and certain other shareholders, directors and officers who together hold in aggregate approximately 12.5 million of the fully-diluted shares or approximately 54% of the fully-diluted shares of Halogen, have entered into voting support agreements with the Vector Group pursuant to which they have agreed to vote all of their shares in favour of the transaction. Halogen has agreed not to solicit competing acquisition proposals, subject to customary "fiduciary out" provisions, which entitle the Corporation to consider and accept a superior proposal. The agreement also provides for the payment of a termination fee of $10.25 million, and the payment of a reverse termination fee of $20.5 million, in certain circumstances. Copies of MNP LLP's valuation and National Bank Financial's fairness opinion, and a description of the various factors considered by the Special Committee and the Board of Directors of the Corporation in their determination to approve the transaction, as well as other relevant background information, will be included in the Information Circular to be sent to Halogen's shareholders in advance of the special meeting to vote on the plan of arrangement. Copies of the Information Circular, the arrangement agreement, the plan of arrangement and certain related documents will be filed with the Canadian securities regulators and will be available on SEDAR at www.sedar.com. Saba delivers a cloud-based intelligent talent management and engagement solution used by leading organizations worldwide to hire, develop, engage, and inspire their people. With machine learning at its core, Saba Cloud offers proactive, personalized recommendations on candidates, connections and content to help employees and businesses lead and succeed. It is purpose-built on a highly scalable platform that exceeds industry security and reliability standards. Saba has more than 31 million users and 2,200 customers across 195 countries and 37 languages. For more information, visit http://www.saba.com. Halogen Software (TSX: HGN) offers a cloud-based talent management suite that puts ongoing, next-generation performance management principles at the center of all talent programs, including learning and development, succession planning, recruiting, and compensation. With over 2,100 customers worldwide, the company has been recognized as a market leader by major business analysts and has garnered the highest customer satisfaction ratings in the industry. Halogen's powerful, yet simple-to-use solutions, which also include industry-vertical editions, help organizations win with talent, by aligning their talent and business strategies to deliver exceptional outcomes. For more information, visit: http://www.halogensoftware.com. Vector Capital is a leading global private equity firm specializing in transformational investments in established technology businesses. With $3.3 billion of capital under management, Vector identifies and pursues these investments in both the private and public markets. Vector actively partners with management teams to devise and execute new financial and business strategies that materially improve the competitive standing of these businesses and enhance their value for employees, customers, and shareholders. For more information, visit http://www.vectorcapital.com. This announcement is being made for information purposes only and is not intended to be, and must not be taken as, the basis for an investment decision or any investment activity. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Halogen, Saba or Vector Talent Holdings LLC. Forward-looking statements in this announcement are made pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used herein, words such as "plan", "target", "will", "expect", "anticipate", "estimate", "may", "should", "intend", "believe", and similar expressions, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the parties in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the parties believe are appropriate in the circumstances. In respect of the forward-looking statements concerning the completion of the transaction, and the anticipated timing for completion of the transaction, Saba and Halogen have provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail Halogen shareholder meeting materials; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the transaction; and other expectations and assumptions concerning the transaction and the operations and Saba and Halogen following completion of the transaction. The anticipated dates provided may change for a number of reasons, including unforeseen delays in preparing shareholder meeting materials, the inability to secure necessary shareholder, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this announcement. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the transaction include the failure of Halogen to obtain necessary shareholder, court and other third party approvals, including those noted above, or to otherwise satisfy the conditions to the completion of the transaction, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the transaction, may result in the transaction not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this announcement are made as of the date hereof and neither Saba nor Halogen undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.


News Article | February 23, 2017
Site: www.prnewswire.co.uk

Leaders in Learning and Performance Join Forces to Accelerate Innovation in Talent Management REDWOOD SHORES, California and OTTAWA, Ontario, Feb. 23, 2017 /PRNewswire/ -- Saba Software Inc., a global leader in cloud-based talent management solutions, and Halogen Software Inc. (TSX:HGN), a leading provider of cloud-based performance management solutions, today announced that Saba, Vector Capital and its affiliates, and Michael Slaunwhite, Halogen's co-founder, Executive Chairman and largest shareholder, have entered into a definitive agreement to acquire Halogen. The combination of Saba and Halogen, expected to close in the second quarter of 2017, will extend Saba's position as a leading provider of end-to-end SaaS Talent Management solutions. Combined, Saba and Halogen will serve more than 4,000 customers worldwide, and together, increase value to the customers they serve with the strength, size and scale to deliver rapid innovations in talent management. The combination of these two market leaders is expected to bring together learning and performance in a way not yet realized in the market. In combination with Saba's robust learning, social and engagement capabilities, Halogen's solutions and expertise in performance management will allow Saba to further accelerate talent innovation. Their combined solutions will enable organizations around the world to transform the employee experience and embrace new workplace dynamics through best-in-market innovations in learning, engagement, and performance. Saba and Halogen together expect to drive enhanced capabilities for their customers with real-time, always-on employee engagement, development, collaboration, coaching, and feedback. "Saba has a clear vision for the future of talent development and understands the powerful role learning and engagement experiences play in driving individual and business performance," said Pervez Qureshi, CEO of Saba. "Combining Saba's unrivaled learning and engagement capabilities with the proven innovation Halogen brings to performance management, we expect to accelerate delivery against this vision and rapidly create new value for our joint customers. This strong foundation for growth and innovation and our combined expertise will enable Saba to meet the ever-changing workplace needs of people and help organizations more effectively adapt, perform and thrive." Les Rechan, President and CEO of Halogen commented: "As part of Saba, Halogen's next generation performance vision is expected to accelerate by pairing our deep expertise in performance with the pioneers in continuous learning, collaboration, and engagement. Both Halogen and Saba's cultures share an unwavering focus on customer success. Together, we believe we can deliver on the future of people-centric, team-optimized performance, development, and engagement, and deliver it on a global scale, and with the unrivaled customer experience Halogen is known for." "We have built Halogen into a market leader in performance management by investing in the talented and innovative team that began here in Ottawa more than 20 years ago," said Michael Slaunwhite, Executive Chairman of Halogen Software. "I look forward to joining forces with Vector Capital and Saba. Together, we have the opportunity to scale faster and lead the way in performance, learning, and engagement and expand our global impact." The transaction will be implemented by way of a statutory plan of arrangement under the Ontario Business Corporations Act and is subject to court approval and the approval of at least two-thirds of the votes cast by holders of Halogen's shares; and by a simple majority of the votes cast by all Halogen shareholders other than Michael Slaunwhite and parties related to him. The Halogen Board's recommendation of the transaction is the result of the Special Committee's strategic review process that began in the fall of 2016. After significant review of the transaction and alternative proposals, the Special Committee, in consultation with its financial and legal advisors, recommended the transaction to the Board. In making their respective determinations, the Board and the Special Committee considered, among other factors, a formal valuation from MNP LLP and a fairness opinion from National Bank Financial, to the effect that the cash purchase price of CAD$12.50 per share to be received by the shareholders is fair, from a financial point of view, to the shareholders (other than Michael Slaunwhite). In connection with the transaction, Michael Slaunwhite (and parties related to him), JMI, and certain other shareholders, directors and officers who together hold in aggregate approximately 12.5 million of the fully-diluted shares or approximately 54% of the fully-diluted shares of Halogen, have entered into voting support agreements with the Vector Group pursuant to which they have agreed to vote all of their shares in favour of the transaction. Halogen has agreed not to solicit competing acquisition proposals, subject to customary "fiduciary out" provisions, which entitle the Corporation to consider and accept a superior proposal. The agreement also provides for the payment of a termination fee of $10.25 million, and the payment of a reverse termination fee of $20.5 million, in certain circumstances. Copies of MNP LLP's valuation and National Bank Financial's fairness opinion, and a description of the various factors considered by the Special Committee and the Board of Directors of the Corporation in their determination to approve the transaction, as well as other relevant background information, will be included in the Information Circular to be sent to Halogen's shareholders in advance of the special meeting to vote on the plan of arrangement. Copies of the Information Circular, the arrangement agreement, the plan of arrangement and certain related documents will be filed with the Canadian securities regulators and will be available on SEDAR at www.sedar.com. Saba delivers a cloud-based intelligent talent management and engagement solution used by leading organizations worldwide to hire, develop, engage, and inspire their people. With machine learning at its core, Saba Cloud offers proactive, personalized recommendations on candidates, connections and content to help employees and businesses lead and succeed. It is purpose-built on a highly scalable platform that exceeds industry security and reliability standards. Saba has more than 31 million users and 2,200 customers across 195 countries and 37 languages. For more information, visit http://www.saba.com. Halogen Software (TSX: HGN) offers a cloud-based talent management suite that puts ongoing, next-generation performance management principles at the center of all talent programs, including learning and development, succession planning, recruiting, and compensation. With over 2,100 customers worldwide, the company has been recognized as a market leader by major business analysts and has garnered the highest customer satisfaction ratings in the industry. Halogen's powerful, yet simple-to-use solutions, which also include industry-vertical editions, help organizations win with talent, by aligning their talent and business strategies to deliver exceptional outcomes. For more information, visit: http://www.halogensoftware.com. Vector Capital is a leading global private equity firm specializing in transformational investments in established technology businesses. With $3.3 billion of capital under management, Vector identifies and pursues these investments in both the private and public markets. Vector actively partners with management teams to devise and execute new financial and business strategies that materially improve the competitive standing of these businesses and enhance their value for employees, customers, and shareholders. For more information, visit http://www.vectorcapital.com. This announcement is being made for information purposes only and is not intended to be, and must not be taken as, the basis for an investment decision or any investment activity. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Halogen, Saba or Vector Talent Holdings LLC. Forward-looking statements in this announcement are made pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used herein, words such as "plan", "target", "will", "expect", "anticipate", "estimate", "may", "should", "intend", "believe", and similar expressions, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the parties in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the parties believe are appropriate in the circumstances. In respect of the forward-looking statements concerning the completion of the transaction, and the anticipated timing for completion of the transaction, Saba and Halogen have provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail Halogen shareholder meeting materials; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the transaction; and other expectations and assumptions concerning the transaction and the operations and Saba and Halogen following completion of the transaction. The anticipated dates provided may change for a number of reasons, including unforeseen delays in preparing shareholder meeting materials, the inability to secure necessary shareholder, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this announcement. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the transaction include the failure of Halogen to obtain necessary shareholder, court and other third party approvals, including those noted above, or to otherwise satisfy the conditions to the completion of the transaction, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the transaction, may result in the transaction not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this announcement are made as of the date hereof and neither Saba nor Halogen undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.


News Article | February 23, 2017
Site: www.businesswire.com

MIAMI--(BUSINESS WIRE)--Vector Group Ltd. (NYSE:VGR) will conduct a conference call and webcast to discuss its fourth quarter and full-year 2016 results on Wednesday, March 1, 2017 at 4:30 p.m. (ET). Investors can access the call by dialing 800-859-8150 and entering 48737139 as the conference ID number. The call will also be available via live webcast at www.investorcalendar.com. Webcast participants should allot extra time before the webcast begins to register. A replay of the call will be available shortly after the call ends on March 1, 2017 through March 15, 2017. To access the replay, dial 877-656-8905 and enter 48737139 as the conference ID number. The archived webcast will also be available at www.investorcalendar.com for one year. Vector Group is a holding company that indirectly owns Liggett Group LLC and Vector Tobacco Inc. and directly owns New Valley LLC, which owns a controlling interest in Douglas Elliman Realty, LLC. Additional information concerning the company is available on the Company's website, www.VectorGroupLtd.com.


News Article | March 1, 2017
Site: www.businesswire.com

MIAMI--(BUSINESS WIRE)--Vector Group Ltd. (NYSE:VGR) today announced financial results for the fourth quarter and year ended December 31, 2016. Fourth quarter 2016 revenues were $412.8 million, compared to revenues of $430.3 million in the fourth quarter of 2015. The Company recorded operating income of $30.8 million in the fourth quarter of 2016, compared to operating income of $31.0 million in the fourth quarter of 2015. Net income attributed to Vector Group Ltd. for the 2016 fourth quarter was $4.6 million, or $0.04 per diluted common share, compared to net income of $7.9 million, or $0.06 per diluted common share, in the 2015 fourth quarter. For the year ended December 31, 2016 revenues were $1.691 billion, compared to revenues of $1.657 billion for the year ended December 31, 2015. The Company recorded operating income of $233.0 million for the year ended December 31, 2016, compared to operating income of $199.9 million for the year ended December 31, 2015. Net income attributed to Vector Group Ltd. for the year ended December 31, 2016 was $71.1 million, or $0.55 per diluted common share, compared to net income of $59.2 million, or $0.46 per diluted common share for the year ended December 31, 2015. Non-GAAP financial measures also include adjustments for purchase accounting associated with the Company's acquisition of its additional 20.59% interest in Douglas Elliman Realty, LLC in December 2013, litigation settlement and judgment expenses in the Tobacco segment, settlements of long-standing disputes related to the Master Settlement Agreement in the Tobacco segment, restructuring and pension settlement expense in the Tobacco segment, stock-based compensation expense (for purposes of Adjusted EBITDA only) and non-cash interest items associated with the Company's convertible debt. Reconciliations of non-GAAP financial results to the comparable GAAP financial results for the three months and years ended December 31, 2016 and 2015 are included in Tables 2 through 10. Three months ended December 31, 2016 compared to the three months ended December 31, 2015 Fourth quarter 2016 Adjusted Revenues (as described in Table 2 attached hereto) were $412.8 million compared to $430.8 million in 2015. Adjusted EBITDA attributed to Vector Group (as described below and in Table 3 attached hereto) were $60.5 million for the fourth quarter of 2016 compared to $58.4 million for the fourth quarter of 2015. Adjusted Net Income (as described below and in Table 4 attached hereto) was $16.4 million or $0.13 per diluted share for the three months ended December 31, 2016 and $16.4 million or $0.13 per diluted share for the three months ended December 31, 2015. Adjusted Operating Income (as described below and in Table 5 attached hereto) was $52.5 million for the three months ended December 31, 2016 compared to $54.2 million for the three months ended December 31, 2015. For the year ended December 31, 2016 Adjusted Revenues (as described in Table 2 attached hereto) were $1.691 billion compared to $1.659 billion in 2015. Adjusted EBITDA attributed to Vector Group (as described below and in Table 3 attached hereto) were $280.2 million for the year ended December 31, 2016 compared to $245.9 million in 2015. Adjusted Net Income (as described below and in Table 4 attached hereto) was $83.4 million or $0.65 per diluted share for the year ended December 31, 2016 and $72.5 million or $0.57 per diluted share for the year ended December 31, 2015. Adjusted Operating Income (as described below and in Table 5 attached hereto) was $260.4 million for the year ended December 31, 2016 and $232.0 million for the year ended December 31, 2015. For the fourth quarter 2016, the Tobacco segment had revenues of $260.9 million, compared to $270.6 million for the fourth quarter 2015. The decline in revenues was primarily due to a 5.2% decline in unit sales volume partially offset by favorable net pricing variances. For the year ended December 31, 2016, the Tobacco segment had revenues of $1.012 billion, compared to $1.018 billion for the year ended December 31, 2015. The decline in revenues was primarily due to a 2.6% decline in unit sales volume partially offset by favorable net pricing variances. Operating Income from the Tobacco segment was $43.8 million and $238.3 million for the three months and year ended December 31, 2016 compared to $39.9 million and $209.4 million for the three months and year ended December 31, 2015, respectively. Tobacco Adjusted Operating Income (described below and included in Table 6 attached hereto) for the fourth quarter 2016 and 2015 was $62.1 million and $61.2 million, respectively. Tobacco Adjusted Operating Income for the years ended December 31, 2016 and 2015 was $258.6 million and $234.0 million, respectively. For the three months ended December 31, 2016, the Tobacco segment had conventional cigarette (wholesale) shipments of approximately 2.23 billion units compared to 2.35 billion units for the three months ended December 31, 2015. For the year ended December 31, 2016, the Tobacco segment had conventional cigarette (wholesale) shipments of approximately 8.46 billion units compared to 8.69 billion units for the year ended December 31, 2015. Liggett's retail market share increased to approximately 3.5% during the year ended December 31, 2016. Compared to the year ended December 31, 2015, Liggett's retail shipments increased 1.4% while the overall industry's retail shipments declined by 2.2%, according to data from Management Science Associates, Inc. For the fourth quarter 2016, the Real Estate segment had revenues of $152.7 million, compared to $162.6 million for the fourth quarter 2015. For the year ended December 31, 2016, the Real Estate segment had revenues of $680.1 million compared to $641.4 million for the year ended December 31, 2015. For the fourth quarter 2016, the Real Estate segment reported a net loss of $0.8 million, compared to net income of $1.5 million for the fourth quarter 2015. For the year ended December 31, 2016, the Real Estate segment reported net income of $13.5 million compared to $11.7 million for the year ended December 31, 2015. Douglas Elliman's results are included in Vector Group Ltd.'s Real Estate segment. For the fourth quarter 2016, Douglas Elliman had revenues of $151.5 million, compared to $160.7 million for the fourth quarter 2015. For the year ended December 31, 2016, Douglas Elliman had revenues of $675.3 million compared to $635.1 million for the year ended December 31, 2015. For fourth quarter 2016, Douglas Elliman reported a net loss of $6.1 million, compared to net income of $2.5 million for the fourth quarter 2015. For the year ended December 31, 2016, Douglas Elliman net income of $21.1 million compared to $22.2 million for the year ended December 31, 2015. For the fourth quarter 2016, the Real Estate segment had Adjusted Revenues of $152.7 million, compared to $163.0 million for the fourth quarter 2015. For the fourth quarter 2016, Real Estate Adjusted EBITDA attributed to the Company were $0.6 million, compared to $3.9 million for the fourth quarter 2015. For the year ended December 31, 2016, the Real Estate segment had Adjusted Revenues of $680.1 million compared to $643.3 million for the year ended December 31, 2015. The increase in revenues was primarily due to an increase in commissions and other brokerage income at Douglas Elliman. For the year ended December 31, 2016, Real Estate Adjusted EBITDA attributed to the Company were $28.0 million compared to $26.8 million for the year ended December 31, 2015. Douglas Elliman's results are included in Vector Group Ltd.'s Real Estate segment. Douglas Elliman's Adjusted Revenues for the fourth quarter 2016 were $151.5 million, compared to $161.2 million for the fourth quarter 2015. For the fourth quarter 2016, Douglas Elliman's Adjusted EBITDA were a loss of $0.5 million (a loss of $0.4 million attributed to the Company), compared to income of $5.9 million ($4.1 million attributed to the Company) for the fourth quarter 2015. For the year ended December 31, 2016, Douglas Elliman's Adjusted Revenues were $675.3 million compared to $637.0 million for the year ended December 31, 2015. For the year ended December 31, 2016, Douglas Elliman's Adjusted EBITDA were $36.7 million ($25.9 million attributed to the Company), compared to $35.7 million ($25.2 million attributed to the Company) for the year ended December 31, 2015. For the three months and year ended December 31, 2016, Douglas Elliman achieved closed sales of approximately $5.7 billion and $24.6 billion, compared to $6.2 billion and $22.4 billion for the three months and year ended December 31, 2015. For the fourth quarter of 2016, the E-cigarette segment had a loss of Adjusted EBITDA of $1.0 million compared to a loss of Adjusted EBITDA of $5.3 million for the fourth quarter 2015. For the year ended December 31, 2016, the E-cigarette segment had a loss of Adjusted EBITDA of $1.4 million compared to a loss of Adjusted EBITDA of $13.0 million for the year ended December 31, 2015. Adjusted Revenues, New Valley LLC Adjusted Revenues and Douglas Elliman Realty, LLC Adjusted Revenues (hereafter referred to as "the Non-GAAP Revenue Financial Measures") and Adjusted EBITDA, Adjusted Net Income, Adjusted Operating Income, Tobacco Adjusted Operating Income, New Valley LLC Adjusted EBITDA and Douglas Elliman Realty, LLC Adjusted EBITDA (hereafter, along with the Non-GAAP Revenue Measures referred to as "the Non-GAAP Financial Measures") are financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”). The Company believes that the Non-GAAP Financial Measures are important measures that supplement discussions and analysis of its results of operations and enhances an understanding of its operating performance. The Company believes the Non-GAAP Financial Measures provide investors and analysts with a useful measure of operating results unaffected by differences in capital structures and ages of related assets among otherwise comparable companies. In the case of the Non-GAAP Revenue Financial Measures, management believes revenue growth in its real estate segment is an important measure of growth because increased revenues generally result in increased gross margin as a result of absorption of fixed operating costs, which management believes will lead to increased future profitability as well as increased capacity to expand into new and existing markets. A key strategy of the Company is its ability to move into new markets and therefore gross revenues provide information with respect to the Company's ability to achieve its strategic objectives. Management also believes increased revenues generally indicate increased market share in existing markets as well as expansion into new markets. Consequently, management believes the Non-GAAP Revenue Financial Measures are meaningful indicators of operating performance. Management uses the Non-GAAP Financial Measures as measures to review and assess operating performance of the Company's business, and management and investors should review both the overall performance (GAAP net income) and the operating performance (the Non-GAAP Financial Measures) of the Company's business. While management considers the Non-GAAP Financial Measures to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, net income and cash flows from operations. In addition, the Non-GAAP Financial Measures are susceptible to varying calculations and the Company's measurement of the Non-GAAP Financial Measures may not be comparable to those of other companies. Attached hereto as Tables 2 through 10 is information relating to the Company's Non-GAAP Financial Measures for the three and twelve months ended December 31, 2016 and 2015. As previously announced, the Company will host a conference call and webcast on Wednesday, March 1, 2017 at 4:30 PM (ET) to discuss fourth quarter 2016 results. Investors can access the call by dialing 800-859-8150 and entering 48737139 as the conference ID number. The call will also be available via live webcast at www.investorcalendar.com. Webcast participants should allot extra time to register before the webcast begins. A replay of the call will be available shortly after the call ends on March 1, 2017 through March 15, 2017. To access the replay, dial 877-656-8905 and enter 48737139 as the conference ID number. The archived webcast will also be available at www.investorcalendar.com for one year. Vector Group is a holding company that indirectly owns Liggett Group LLC and Vector Tobacco Inc. and directly owns New Valley LLC, which owns a controlling interest in Douglas Elliman Realty, LLC. Additional information concerning the company is available on the Company's website, www.VectorGroupLtd.com. * Revenues and cost of sales include federal excise taxes of $112,249, $120,603, $425,980 and $439,647, respectively.


MIAMI, FL / ACCESSWIRE / November 2, 2016 / Vector Group Ltd. (NYSE: VGR) will host a live webcast to discuss the results of the third quarter 2016, to be held Thursday, November 3, 2016 at 8:30 AM Eastern Time. To participate, connect approximately 5 to 10 minutes before the beginning of the event. Date, Time: November 3, 2016 at 8:30 AM ET Live Webcast: www.investorcalendar.com/IC/CEPage.asp?ID=175405 or www.VectorGroupLtd.com If you are unable to participate during the live webcast, the event archive will be available at www.investorcalendar.com or www.VectorGroupLtd.com. Vector Group is a holding company that indirectly owns Liggett Group LLC, Vector Tobacco Inc. and Zoom E-Cigs LLC and directly owns New Valley LLC, which owns a controlling interest in Douglas Elliman Realty, LLC. MIAMI, FL / ACCESSWIRE / November 2, 2016 / Vector Group Ltd. (NYSE: VGR) will host a live webcast to discuss the results of the third quarter 2016, to be held Thursday, November 3, 2016 at 8:30 AM Eastern Time. To participate, connect approximately 5 to 10 minutes before the beginning of the event. Date, Time: November 3, 2016 at 8:30 AM ET Live Webcast: www.investorcalendar.com/IC/CEPage.asp?ID=175405 or www.VectorGroupLtd.com If you are unable to participate during the live webcast, the event archive will be available at www.investorcalendar.com or www.VectorGroupLtd.com. Vector Group is a holding company that indirectly owns Liggett Group LLC, Vector Tobacco Inc. and Zoom E-Cigs LLC and directly owns New Valley LLC, which owns a controlling interest in Douglas Elliman Realty, LLC.

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