Regal Group, Inc. ("Regal" or the "Company") (OTCBB: RGLG)
announced that it has finalized a Share Exchange Agreement with UHF
Logistics Ltd. ("UHF"), a Hong Kong-incorporated company whose
operating subsidiaries are leading developers of RFID (Radio
Frequency Identification) solutions for supply chain applications,
parkade management, the pig breeding industry, and anti-theft and
secured access applications in China. The Company had previously
announced in a news release dated April 22, 2010, that it had
entered into a letter of intent with UHF. The transaction is still
subject to certain closing conditions.
Under the terms of the Share Exchange Agreement, Regal will
issue and certain of its shareholders will sell an aggregate of
26,500,000 shares of its common stock, or approximately 45% of the
equity of the Company, on a post-transaction basis, to certain
shareholders and senior management of UHF or its operating
subsidiaries in exchange for 100% of the common stock of UHF. The
effectiveness of the Share Exchange Agreement is subject to the
fulfillment of customary closing conditions, including the receipt
of the necessary regulatory approvals, receipt by the Company of
legal opinions from Chinese counsel opining on the legality of the
proposed transaction, as well as receipt by the Company of audited
financial statements of UHF and its operating subsidiary, prepared
in accordance with GAAP and audited by an independent auditor
registered with the Public Company Accounting Oversight Board in
the United States.
The Share Exchange Agreement also provides that for a period of
one (1) year, 12,000,000 shares of the Company's common stock
issued pursuant thereto shall be held in escrow and shall be
released subject to certain escrow conditions set forth in the
agreement.
"We are pleased to have reached this next milestone in our
effort to acquire UHF," commented Eric Wildstein, Chief Executive
Officer of Regal Group, Inc. Added Wildstein, "UHF is a leading
technology company focused on uncovering innovation opportunities
in the supply chain sector and on developing long term growth
drivers in other growing market sectors, including the ubiquitous
Internet of Things space." Commenting further, Wildstein noted that
"Automatic identification and data collection technologies continue
to revolutionize how business is conducted globally, from the
emergence of wireless mobile computing to RFID (radio frequency
identification). We believe that once closed, Regal will own one of
the leading developers of RFID solutions in China that will
strategically position the Company at an important juncture in
China's rapidly growing and highly valued 'Internet of Things'
industry."
Mr. Sammul Su, founder of UHF Logistics' operating subsidiaries
in China, commented: "I believe this pending acquisition by Regal
will significantly benefit our customers, partners, and employees.
As a subsidiary of a US public company, our access to capital will
enable us to achieve our objectives in the RFID space." Added Su:
"We believe that the RFID market in China is poised to take
advantage of government-led RFID programs. I anticipate that
continued and expanded central government support of the RFID
industry in the coming years will make it a mainstream industry
sector by the year 2013. I believe that our acquisition by Regal
Group will provide us with an additional competitive advantage to
capitalize on this fast growing market with new foreign management
expertise and capital. Through our collaboration, we can accelerate
the development of next-generation technology to achieve
high-performance, cost efficient hardware and software solutions,
while maintaining our focus on providing technology innovation to
our clients."
The completion of the proposed transaction is still subject to
certain closing conditions.
China RFID Industry Outlook
According to IDTechEx, the global RFID market achieved rapid
growth in 2007, and total market value reached US$4.96 billion.
Spending on RFID in East Asia was approximately US$2.7 billion in
2007, of which US$1.9 billion was spent in China due to the peak
delivery of national identification cards in China prior to the
2008 Olympics.
In 2009, the RFID market grew to US$5.56 billion, having almost
tripled in five years and up from US$5.25 billion in 2008. This
spending figure includes tags, readers and software/services for
RFID cards, labels, fobs and all other form factors. The majority
of this spending is on RFID cards and their associated services --
totalling US$2.99 billion. The largest database of RFID projects in
the world is the IDTechEx RFID Knowledgebase, which currently has
3900 projects in 111 countries. According to a report on "RFID
Forecasts, Players and Opportunities 2009 - 2019" by Raghu Das and
Dr. Peter Harrop, the market for RFID is growing and a large amount
of this value is due to government-led RFID programs, such as those
for transportation, national ID (contactless cards and passports),
military and animal tagging. It further reported that China and the
USA spend the most money on RFID and it is projected that China
will soon overtake the UK in number of projects.
Within the RFID industry, a major part of the growth has come
from existing applications such as security/access control,
automobile immobilization, animal tracking and toll collection.
However, according to a recent article in the Security World
Magazine, emerging applications in security-based solutions,
contactless payments, and supply chain management are in late
testing stages and are expected to present significant new market
opportunities. In particular, use of RFID technology in conjunction
with contactless payment cards and Wi-Fi has emerged as a
substantial opportunity for RFID vendors.
In November 2009, Primer Wen Jiabao of China emphasized his
country's focus on the key technology of "the Internet of Things
and Sensor Network" and during September 2009, RFID was listed in
the "Direction of Investment for Reformation and Technical Progress
of Electronic Information Industry" by the National Development and
Reform Commission of China. It is anticipated that the Chinese RFID
market will continue to grow rapidly in the years to come in light
of encouragement sustained by the Chinese Central Government.
Further information:
Please feel free to call Investor Communications toll-free on
1-888-367-3077.
About Regal Group, Inc.
Regal Group, Inc. (formerly, Regal Life Concepts, Inc.) is a
publicly traded company with headquarters in Phoenix, Arizona.
Regal is strategically positioning itself in key industry sectors
in China, including the wine industry, where Regal has made a
strategic investment in AWA Wine, and is investigating further
opportunities in Asia. Regal trades on the NASDAQ OTC BB under the
ticker symbol: RGLG.
About UHF Logistics Ltd.
UHF is a HK-incorporated holding company, which, through its
wholly owned Chinese operating subsidiaries, is focused on the
development, marketing and implementation of UHF RFID products and
solutions in China since 2006.
Forward-Looking Statements & Risks
Statements in this news release that are not historical facts
are forward-looking statements that are subject to risks and
uncertainties. Words such as "expects," "intends," "plans," "may,"
"could," "should," "anticipates," "likely," "believes" and words of
similar import also identify forward-looking statements.
Forward-looking statements are based on current facts and analyses
and other information that are based on forecasts of future
results, estimates of amounts not yet determined and assumptions of
management, including, but not limited to, the Company's belief
that Regal can identify and successfully negotiate business
prospects in Asia, and that the Company can successfully operate
such prospects. Actual results may differ materially from those
currently anticipated due to a number of factors and risks beyond
the reasonable control of the Company.
In addition to the risks associated with forward-looking
statements, statements in this news release are subject to
additional risks, which include, among others, the corporate
disclosure, governance and regulatory requirements of the Peoples'
Republic of China (the "PRC"), and PRC regulations relating to,
among others, cross-border mergers and acquisitions, product
liability and currency exchange rates. Even if the proposed
transaction is completed, which cannot be guaranteed, anticipated
synergies or other intended benefits of the transaction may not be
realized, and the prospects of the combined entity will remain
subject to all the general risks associated with the RFID industry,
the public securities markets and risks related to doing business
in China, such as the PRC's economic, political and social
environment, and matters relating to PRC taxes, repatriation of
profit and currency conversion, acquisition and appropriation of
land use rights, foreign investments, permits and business
licenses, employment contracts, government intervention,
shareholders' rights and enforcement of judgments, as well as the
developing PRC legal system. The Company cautions that the
foregoing list of material risks is not exhaustive.
When relying on the Company's forward-looking statements and
information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties
and potential events. Additional information on risks and other
factors that may affect the business and financial results of the
Company can be found in filings of the Company with the U.S.
Securities and Exchange Commission. The Company undertakes no
obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date
hereof.
Contact: Regal Group, Inc. Investor Communications Toll-Free:
1-888-367-3077
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