OraLabs Announces Agreement with Partner Success Holdings Limited
April 06 2006 - 6:30PM
Business Wire
OraLabs Holding Corp. (NASDAQ: OLAB) and Partner Success Holdings
Limited today announced they had entered into a definitive Stock
Exchange Agreement dated March 31, 2006, in which all of the issued
and outstanding shares of Partner Success Holdings Limited will be
acquired by OraLabs in exchange for 94% of the issued and
outstanding shares of OraLabs common stock on a fully diluted basis
calculated after giving effect to a redemption by OraLabs of
3,629,350 shares of OraLabs common stock owned by its President,
Gary H. Schlatter, the issuance of 300,000 shares to the
non-employee directors of OraLabs and the exercise of any options
prior to the Closing. OraLabs will acquire the shares from Mr.
Schlatter in consideration for the transfer to him of all of the
issued and outstanding shares of OraLabs Inc., OraLabs Holding
Corp.'s wholly owned subsidiary. The Board of Directors of OraLabs
Holding Corp. has approved the Stock Exchange Agreement with
Partner Success Holdings Limited and, subject to the satisfaction
of certain conditions, intends to recommend to its shareholders
that they adopt the agreement. If the transactions close, they are
expected to do so during the third quarter of fiscal 2006. Because
of the nature of the definitive agreement and the many conditions
to closing, there can be no assurances that the transaction will be
consummated. OraLabs Inc. manufactures Ice Drops(R) brands oral
care products; Sour Zone(TM) brands sour products; and Lip
Rageous(R), Lip Naturals(R), Chap Ice(R), Extra Lip Moisturizer,
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 and a variety of private label products. The
Company distributes 5HTP as its only dietary supplement;
additionally the Company distributes Sanell (TM) hand sanitizer and
Eyelieve (TM) sterile eye 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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