Gatorz Inc. and No Fear Retail Enter Into Business Combination
Gatorz Concludes Strategic Alternative Process
2:32 PM ET, July 31, 2009
OAKVILLE, ONTARIO, Jul 31, 2009 (Marketwire via COMTEX) --NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Gatorz Inc. (GTZ)("Gatorz" or the "Company"), is pleased to announce the conclusion ofits strategic alternative process previously announced on March 23,2009. The independent special committee of the board of directors,whose members consist of directors Mark Alden, Bryan Welsh and JeanFrancois Thorman (the "Special Committee"), delivered itsrecommendation to the board of directors of Gatorz that it enter into atwo-stage business combination (the "Proposed Transaction") with NoFear Retail Stores, Inc. ("No Fear Retail"). The Proposed Transactionreceived the approval of the board of directors of Gatorz.
Investor Based Finance Group ("IBF"), an investment bankingboutique, acted as advisor to the Special Committee in connection withthe strategic alternative process. IBF is controlled by Scott Samuel,the current Chairman of the board of directors of Gatorz. IBF receivedno fees in connection with its advisory services to the SpecialCommittee and Mr. Samuel abstained from voting on all matters relatedto the Proposed Transaction.
The first stage of the Proposed Transaction involves a minorityequity swap, integration of physical operations and a privateplacement. Gatorz proposes to issue 7,500,000 (17.5%) common shares ofGatorz Inc. in return for 2.25% of the issued and outstanding shares ofcommon stock of No Fear Retail. In connection with the first stageGatorz proposes to raise a minimum of USD$300,000 to a maximum ofUSD$800,000 by way of a non-brokered private placement of common sharesin the capital of Gatorz (the "Proposed Private Placement"). Theproceeds from the Proposed Private Placement will be used for, amongother things, for payment of arrears on Gatorz outstanding debt(operating under informal forbearance agreements) and for generalworking capital purposes. The second stage of the Proposed Transactioninvolves the completion of a reverse takeover of Gatorz by No FearRetail Stores whereby the current shareholders of No Fear Retail willacquire 75% of Gatorz and the current shareholders of Gatorz will hold25%, (subject to a cap/collar formula) of the remaining issued andoutstanding common shares.
Completion of the Proposed Transaction and the other transactionsdescribed in this press release are subject to compliance with allnecessary regulatory and other approvals and certain other terms andconditions, including, among other things, the approval of the TSXVenture Exchange (the "Exchange"). A comprehensive press release withfurther particulars relating to the Proposed Transaction will follow inaccordance with the policies of the Exchange.
About No Fear Retail Stores, Inc.
No Fear Retail Stores, Inc. (www.nofear.com)is a retailer of action sports and casual lifestyle apparel andaccessories targeting young adults and teens. No Fear Retail sells abroad range of apparel and accessories, primarily under the No Fear andSo Cal brands, including t-shirts, jackets, sweatshirts, jeans, walkshorts, board shorts, bags and watches. In addition to theseproprietary brands, the company sells apparel and accessoriesconsistent with its lifestyle focus from leading brands including FMF,Metal Mulisha, Spy Optic and SRH. No Fear Retail currently operates 55retail stores in six states predominately in the south western UnitedStates, with a majority of stores in California. No Fear Retail, whichis a privately-held California corporation, generated revenues of USD$40.2 million in its fiscal year ending August 2008.
Mark Simo, CEO of No Fear Retail, founded and led the early growthof Orange 21, a NASDAQ listed company that designs, manufactures anddistributes Spy Optic sunglasses. Mark possesses over 15 years ofexperience in the optical market and, in addition, was instrumental inestablishing numerous iconic brands including, in addition to Spy Opticand No Fear, Bad Boy Club and Life's A Beach.
About Gatorz
Gatorz Inc. www.gatorz.comdesigns, manufactures, and distributes 7075 Billet Aircraft Aluminumperformance eyewear, including sunglasses from handmade Acetate. Gatorzprecision built aluminum eyewear is proudly made in the USA, offeringsuperior craftsmanship, performance and durability. Gatorz proprietarytechnologies include the ability to customize the frame to yourspecific facial features. In addition, our lens technology, TruRayOptics, offers the most comprehensive assortment of ballisticimpact-proof lenses which are 100% UV blocking, optically correct anddistortion free. Gatorz distribution markets include: Motorsports,Motorcycle Industry, Skydiving, Military, Off-Road Industry, ActionSports, Hunting & Fishing, to name a few.
Gatorz products are proudly worn by race car drivers Marco andMichael Andretti (IRL), Kurt Busch and Sam Hornish Jr. along with topU.S bike builders and the famous Golden Knights parachute team.
Investor Relations Inquiries:
Gatorz has launched a dedicated Investor Relations website. Investors are encouraged to visit www.gatorzir.com.