OraLabs Announces Amendment to Definitive Agreement
June 24 2005 - 6:44PM
Business Wire
OraLabs Holding Corp. ("OraLabs" or the "Company") (Nasdaq:OLAB)
today announced that as of June 20, 2005, it entered into a First
Amendment to Stock Exchange Agreement. The First Amendment amends
the definitive Stock Exchange Agreement previously described in a
Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 24, 2005. The First Amendment specifies the
amount of shares to be issued to the Shareholders of NVC Lighting
Investment Holdings Limited ("NVC") upon a closing of the proposed
transactions. As the amount of net income earned by NVC for the
year ended December 31, 2004, as shown in NVC'S Consolidated
Financial Statements as of December 31, 2004, including the Report
of Independent Registered Public Accounting Firm included therein,
was $7,105,027.00, the number of shares to be issued to the NVC
Shareholders upon a closing of the proposed transactions (the "NVC
Shares") will be 94 percent of the fully-diluted, total issued and
outstanding shares of common stock of OraLabs upon completion of
the closing, pursuant to the formula contained in Section 1.1 of
the Stock Exchange Agreement. The actual number of NVC shares will
not be known until closing as it depends in part upon the number of
outstanding options that may be exercised prior to closing by
OraLabs employees. The First Amendment also extends certain
deadline dates in the Stock Exchange Agreement. Either party has
the right to terminate the Agreement if closing does not occur by
September 30, 2005. The closing of the Stock Exchange Agreement, as
amended by the First Amendment, remains conditioned upon, among
other things, customary closing conditions, including the
satisfaction of both the Company and NVC with their due diligence
investigations of the other party and the receipt by the Board of
Directors of OraLabs of a fairness opinion. If the closing under
the Agreement occurs, it is expected to occur during the Company's
third or fourth fiscal quarter. No assurances can be given that the
Agreement will close or, if the closing occurs, as to the final
terms of the Agreement. A copy of the First Amendment is attached
as Exhibit 2.2 included in a Form 8-K filed by the Company on June
24, 2005. The foregoing summary description of the First Amendment
and the transactions contemplated thereby is not intended to be
complete and is qualified in its entirety by the complete text of
the First Amendment. OraLabs, Inc. manufactures Ice Drops(R) brand
breath fresheners and mints and Sour Zone(TM) brand of sour liquid
candy products; and Lip Rageous(R), Lip Naturals(R), Chap Ice(R),
Essential Extra Moisture, Leashables(R), Chapgrip(R), Soothe &
Shine(R) brands of lip balm. The product line includes breath drops
and sprays, sour drops and sprays, lip balms, dietary supplements
and a variety of private label products. The Company's products are
currently sold in the USA nationally as well as numerous foreign
countries. The products are sold through wholesale distributors as
well as by direct sale to mass retailers, grocery stores,
convenience stores and drug stores. Forward-Looking and Cautionary
Statements Except for historical information and discussions
contained herein, statements included in this release may
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Reference is made
in particular to statements regarding anticipated sales growth,
expectations regarding financial results for the quarter and
expectations regarding future outcomes. These statements are based
on the company's current beliefs and expectations as to such future
outcomes. These statements involve a number of risks,
uncertainties, and other factors that could cause results to differ
materially, as discussed in the Company's filings with the
Securities and Exchange Commission. The Company can offer no
assurance that the definitive agreement discussed in this press
release will close on the terms described above, if at all.
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