VANCOUVER, BC / ACCESSWIRE / February 23, 2015 / RYU Apparel, Inc. (TSX VENTURE: RYU), a global performance training and fitness brand, is pleased to announce that its arrangement agreement (the "Arrangement Agreement") with Respect Your Universe, Inc. ("RYU Nevada") closed effective 11:59 pm on February 20, 2015 (the "Effective Date"). Pursuant to the Arrangement Agreement, on the Effective Date, all of the shareholders of RYU were deemed to have exchanged (the "Exchange") their common shares of RYU Nevada (each, a "RYU Nevada Share") for common shares of RYU (each, a "RYU Share") on the basis of one RYU Share for each RYU Nevada Share held. The RYU Shares are listed for trading on the TSX Venture Exchange under the name RYU Apparel Inc., the symbol "RYU", and a CUSIP of 74979J100. Trading in the RYU Shares is halted on the TSX Venture Exchange until RYU has confirmed settlement of the RYU Shares with CDS.
RYU Apparel will mail all former registered shareholders of RYU Nevada (the "Shareholders"), a letter that explains the process by which the Shareholders may receive certificates in the name of RYU. Shareholders are not required to obtain new share certificates as, after the Effective Date, share certificates in the name of RYU Nevada will represent the same number of shares of RYU. If Shareholders wish to obtain a new share certificate in the name of RYU, they are required to follow the instructions in the letter mailed to all of the Shareholders. If Shareholders have any questions, they may contact Computershare Investor Services Inc., RYU's transfer agent, at 1-800-564-6253 or service@computershare.com.
The Exchange will be immediately taxable to a Shareholder who is resident in Canada for the purposes of the Income Tax Act (Canada) (the "Tax Act"), unless such Shareholder files a tax election form (duly executed with RYU) with the Canada Revenue Agency and any applicable provincial tax authority by the applicable deadline, in which case a full or partial deferral of tax under the Tax Act may be obtained. If you are (i) a registered shareholder who is also a beneficial shareholder or (ii) an intermediary who represents a beneficial shareholder, who qualifies as an "Eligible Holder" (as such term is defined in the Proxy Statement) you may obtain a tax election package, consisting of the relevant federal and provincial tax election forms and a letter of instructions, online at http://ryu.com/pages/investor-relations or by contacting RYU at info@ryu.com or 1 (877) 367-0704 following the Effective Date. The completion of a tax election is complicated and Eligible Holders should consult their own legal and tax advisors in order to properly complete a tax election in the appropriate circumstances.
Shareholders are strongly urged to read the proxy statement of RYU Nevada (the "Proxy Statement") delivered in connection with the special meeting of the Shareholders held on January 27, 2015. As described in detail in the Proxy Statement, RYU will not be responsible for the proper completion or filing of any tax election and the electing Shareholders will be solely responsible for the payment of any taxes, interest, expenses, damages or late filing penalties resulting from the failure to properly complete or file a tax election in the form or manner and within the time prescribed by applicable tax legislation. RYU agrees only to execute any properly completed tax election and to forward such election by mail to the applicable Shareholder by the 90th day after the receipt thereof by RYU provided that any such tax election is received by RYU within 90 days following the Effective Date. See "Certain Canadian Federal Income Tax Considerations" beginning on page 30 of the Proxy Statement.
About RYU
RYU Apparel, Inc. is a global performance training and fitness brand with origins in the movements and philosophy of martial artistry, created for the multi-discipline athlete. We deliver uncompromising style, comfort, durability, and function for our customers. We exist to facilitate the best in human performance. For more information, visit www.ryu.com.
For regular updates on RYU Apparel, be sure to check out: https://www.facebook.com/RYUapparel
On Behalf of the Board
RYU APPAREL, INC.
Marcello Leone, CEO, President and Chairman of the Board
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements regarding the future growth of RYU are "forward- looking statements", which are subject to risks and uncertainties, which may cause the actual results, performance or achievements of RYU to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, that RYU's business plan is dependent on additional financing, which it may be unable to obtain on terms acceptable to RYU, changes in general economic or market conditions that could impact consumer demand for RYU's products, and RYU's ability to execute on its business plan. Except as required by law, RYU undertakes no responsibility to update any of the forward-looking statements contained in this news release.
Investor Relations
Tel: +1 877 367 0704
Email: ir@ryu.com
Hayden IR
hart@haydenir.com
917-658-7878
Media Inquiries
Public Relations
RYU Apparel, Inc.
Tel: +1 877 798 8326
Email: pr@ryu.com
SOURCE: RYU Apparel, Inc.