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UniverCell Holdings, Inc. and Daytonabrands Sign Definitive Merger Agreement MIAMI BEACH, Fla., May 18, 2006 (PRIMEZONE) -- UniverCell Holdings, Inc. (OTCBB:UVCL) and Daytonabrands, Inc announced today that they have entered into a definitive Agreement and Plan of Merger.
Daytonabrands is a consumer and OEM products company focusing on the $29 billion automotive aftermarket and accessories industry. The company's key management has significant consumer products experience coming from such respected companies as ArmorAll, Disney (DIS), ProTeam, ConAgra (CAG), Clorox (CLX) and further including Alan Rypinski, International Marketing Guru and Founder of ArmorAll Corporation.
Daytonabrands distributes products directly to consumers via infomercial television (DRTV), print media and national catalog publications such as SkyMall. Retailers include Albertson's/Sav-On Drug Stores (ABS), Costco (COST), Ace Hardware, CSK (CAO), Schucks, Checker, Kragen, Advance Auto (AAP), AutoZone (AZO), Walgreens (WAG) and others. The company also sells as OEM for branded names such as Craftsman (SHLD), Genie and Shell.
Scott Harkness, President of Daytonabrands, stated, "Our powerhouse team consists of ArmorAll Corporation founder, former President and CEO, Alan Rypinski and others from ProTeam, ConAgra, Disney and Clorox. Our products are widely accepted by consumers. Our newly constructed 150 member sales team is primarily comprised of former ArmorAll sales and distribution representatives. All combined, Daytonabrands, Inc. is poised to expand product offerings and be a significant player in the $29 Billion automotive aftermarket accessories industry."
The Agreement and Plan of Merger provides for the merger of a wholly owned subsidiary of UniverCell into Daytonabrands. As a result of the merger, the shareholders of Daytonabrands will receive shares of UniverCell common stock for their Daytonabrands shares.
The proposed merger is subject to certain customary conditions, including UniverCell and Daytonabrands receiving shareholder and regulatory approval.
"This has been a long time in the making and we are confident that the Daytonabrands team will bring a tremendous increase in shareholder value. After searching for a merger candidate which would increase shareholder value for the UniverCell shareholders, we are very pleased to sign this definitive agreement and we plan to effectuate the merger by the end of the month," Sean Y. Fulda, UniverCell's Chief Executive Officer, stated.
"We look forward to completing our merger with UniverCell," said Scott Harkness, President of Daytonabrands. "We are excited at being part of a public company, which we believe will allow us to further our growth strategy to make Daytonabrands an industry leader in the $29 Billion automotive aftermarket accessories industry."
Statements about the Company's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements shall be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results could differ materially from expected results.
CONTACT: UniverCell Holdings, Inc. Sean Y. Fulda (786) 276-7817 sean*rentalcell.com
MIAMI BEACH, Fla., May 18, 2006 (PRIMEZONE) -- UniverCell Holdings, Inc. (OTCBB:UVCL) and Daytonabrands, Inc announced today that they have entered into a definitive Agreement and Plan of Merger.
Daytonabrands is a consumer and OEM products company focusing on the $29 billion automotive aftermarket and accessories industry. The company's key management has significant consumer products experience coming from such respected companies as ArmorAll, Disney (DIS), ProTeam, ConAgra (CAG), Clorox (CLX) and further including Alan Rypinski, International Marketing Guru and Founder of ArmorAll Corporation.
Daytonabrands distributes products directly to consumers via infomercial television (DRTV), print media and national catalog publications such as SkyMall. Retailers include Albertson's/Sav-On Drug Stores (ABS), Costco (COST), Ace Hardware, CSK (CAO), Schucks, Checker, Kragen, Advance Auto (AAP), AutoZone (AZO), Walgreens (WAG) and others. The company also sells as OEM for branded names such as Craftsman (SHLD), Genie and Shell.
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quote:Originally posted by wang: thats some big names!
MIAMI BEACH, Fla., May 18, 2006 (PRIMEZONE) -- UniverCell Holdings, Inc. (OTCBB:UVCL) and Daytonabrands, Inc announced today that they have entered into a definitive Agreement and Plan of Merger.
Daytonabrands is a consumer and OEM products company focusing on the $29 billion automotive aftermarket and accessories industry. The company's key management has significant consumer products experience coming from such respected companies as ArmorAll, Disney (DIS), ProTeam, ConAgra (CAG), Clorox (CLX) and further including Alan Rypinski, International Marketing Guru and Founder of ArmorAll Corporation.
Daytonabrands distributes products directly to consumers via infomercial television (DRTV), print media and national catalog publications such as SkyMall. Retailers include Albertson's/Sav-On Drug Stores (ABS), Costco (COST), Ace Hardware, CSK (CAO), Schucks, Checker, Kragen, Advance Auto (AAP), AutoZone (AZO), Walgreens (WAG) and others. The company also sells as OEM for branded names such as Craftsman (SHLD), Genie and Shell.
this deal fell apart, it was cancelled. FYI.----------------
We currently have no operations. During the last quarter of 2005 we entered into a letter of intent with Daytona Brands to acquire that corporation in a reverse merger. In July 2006 we mutually cancelled the letter of intent and definitive merger agreement with Daytona Brands. We entered into a letter of intent with Pure Romance, Inc. during the third quarter of 2006. We are moving forward with the intent to enter into a definitive merger agreement by the end of the month and to close the merger by the end of January 2007. Alternatively, the company may raise capital and start a new operating subsidiary. We will continue to seek a merger candidate as long as we have the financial means to continue operating.
The following discussion should be read in conjunction with the condensed consolidated Financial Statements and the Notes thereto for the nine months ended September 30, 2006 and September 30, 2005.
RESULTS OF OPERATIONS
Since we have discontinued all operations, the period-to-period comparisons of financial results are not meaningful and are not any indication of future performance. On March 9, 2005, we sold all of our remaining assets, consisting primarily of a single subsidiary. Since all of the debt formerly carried on our balance sheet was debt of that subsidiary, we recorded a gain on disposal of our discontinued operations of $376,705 for the three months ended March 31, 2005.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have financed our operations primarily through a combination of loans from our principal stockholder, private placements of equity and our operating income.
Our $100 in current assets represents the amount we have after we have received loans to pay expenses for this quarter from our principal stockholder and CEO. With current liabilities of nearly $407,000 our ability to meet our obligations as they come due will depend almost entirely on the willingness of our principal stockholder to advance the funds necessary to continue to operate and seek a merger candidate.
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quote:Originally posted by Love the Market: Mad - that's OLD. Merger we're hoping for now is with www.pureromance.com
I know, WANG started this thread with the daytona brands news. just posted to clarify for other readers here. the clip from the 10Q i posted does mention the proposed pureromance deal.
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hello all...i am fairly new to all this. but i am pretty familiar w/ pure romance which is what peaked my interest. news of a merger next week?
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