CARLSBAD, CA, March 5 /CNW/ - Simo Holdings, Inc. ("Simo Holdings") announced today that it has acquired from treasury an aggregate of 7,500,000 common shares of Gatorz Inc. ("Gatorz"), representing in total approximately 15.9% of the currently outstanding common shares of Gatorz, based on 47,254,233 shares outstanding as of March 2, 2010 as disclosed by Gatorz to Simo Holdings. Simo Holdings acquired the common shares pursuant an amended and restated share exchange agreement dated December 3, 2009, which amended and restated a share exchange agreement dated August 25, 2009 and announced by Gatorz on September 23, 2009, the terms of which were contemplated by a binding term sheet executed by No Fear Retail Stores, Inc. ("No Fear"), a wholly-owned subsidiary of Simo Holdings and Gatorz on July 20, 2009.
Each common share was issued at a deemed price of USD 0.25 per common share, or approximately Cdn.$0.26 (using the Bank of Canada noon exchange rate on December 3, 2009 of USD 1 = Cdn.$1.0542). The purchase price was satisfied by the transfer by Simo Holdings of 900,000 shares of common stock of No Fear. In connection with the closing of the first stage of the business combination described below, Gatorz has agreed to appoint a nominee of No Fear to the board of directors of Gatorz.
Simo Holdings acquired the common shares of Gatorz that are the subject of this press release for investment purposes in connection with a proposed transaction between the Gatorz, Simo Holdings and No Fear as more particularly described in Gatorz's press releases of July 31, 2009 and September 23, 2009, pursuant to which Simo Holdings will acquire a controlling position in Gatorz. The parties are in the process of negotiating a definitive agreement to give effect to the proposed transaction between Gatorz, Simo Holdings and No Fear.
Depending on various factors including, without limitation, the outcome of negotiating a definitive agreement in respect of the proposed transaction, Simo Holdings may in the future take such actions with respect to its investment in Gatorz as it deems appropriate including, without limitation, making proposals to Gatorz concerning changes to the capitalization, ownership structure or operations of Gatorz, acquiring additional common shares, selling or otherwise disposing of some or all of its common shares or changing its intention with respect to any and all matters referred to in this news release.
Neither the issuance of this news release in connection with the matters disclosed in this news release nor the filing by Simo Holdings of the report in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this news release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this news release.
The address for Simo Holdings is 1812 Aston Avenue, Carlsbad, California, 92008.
SOURCE SIMO HOLDINGS, INC.
For further information: For further information: including to obtain a copy of the report filed by the Simo Holdings in accordance with applicable Canadian securities laws, contact: Scott Benjamin, c/o Simo Holdings, Inc., 1812 Aston Avenue, Carlsbad, California, 92008, Telephone: (760) 931-9550