Business Services Industry
American Apparel & Accessories, Inc. and Ram Venture Holdings Corp. Have Completed a Reverse Merger
Business Wire, April 22, 2004
Business Editors
LITTLE ROCK, Ark.--(BUSINESS WIRE)--April 22, 2004
American Apparel & Accessories, Inc. ("A-3"), a privately held Arkansas corporation specializing in the outdoors industry, and Ram Venture Holdings Corp., a Florida corporation (OTC:RVHC) (previously OTC: RAMV) have, subject to filing Articles of Merger with the respective secretaries of state of Arkansas and Florida, completed a reverse merger.
A-3 is based in Little Rock, Arkansas, and Ram Venture Holdings Corp. (RVHC) is based in Fort Lauderdale, Florida.
Upon the completion of the merger, the pre-merger shareholders of A-3 will own approximately 90% of Ram Venture Holdings Corp. This transaction will enable A-3 to become a publicly traded company in the over the counter market. The surviving entity of the merger will do business under the Ram Venture Holdings Corp. name and trade under the OTC symbol RVHC. Upon closing of the merger, including the appropriate filings with the States of Florida and Arkansas, the former officers and directors of A-3 will become the officers and directors of Ram Venture Holdings Corp., the surviving entity.
The reverse merger resulted in a change of control of Ram Venture Holdings Corp. with the issuance of 22.5 million common shares of RAM to A-3 shareholders in exchange for all of the issued and outstanding A-3 securities and RAM's immediate assumption of the on-going business and commercial operations of A-3.
Ram Venture Holdings Corp. was incorporated in 1984 as a manufacturer of electronic monitoring devices for individuals under house arrest. Its stock has been traded on the OTC market since 1986.
A-3 was formed in 1999 by John Lewis, A-3's Chairman and Chief Executive Officer. He saw the outdoors industry as highly fragmented and ripe for future consolidation. He began this consolidation with the acquisition of NATGEAR, LLC, an Arkansas limited liability company (http://www.natgear.com), which owns the copyrights on several unique open-faced camouflage patterns that are substantially different from the dominant patterns in the camouflage market today. The validation of the Natural Gear pattern in the market place is evidenced in the number and quality of licensees who are using the Natural Gear pattern on their products. To date, more than 100 such licenses have been signed by suppliers with wide distribution markets, including a major national retailer.
In 2002, A-3 also acquired the rights to Wildlife Quest, a hunting television show broadcast by ESPN-2. In its debut episode, Wildlife Quest was the highest-rated show in its segment and has continued to be at the top of the ratings since its debut. Wildlife Quest reaches approximately 800,000 viewers each week.
Prior to the merger, A-3 had entered into preliminary contractual arrangements to acquire two long standing successful companies. The surviving company, Ram Venture Holding Corporation (OTC:RVHC), intends to continue pursuing A-3's strategy to acquire, integrate and operate "best of brand" product businesses in the outdoors industry, including pursuing the two aforementioned acquisitions.
John Lewis, Chairman and CEO of the surviving entity commented: "Upon the final filings for this merger, we will become a publicly trading company enabling us to accelerate our goal of consolidating the `best of brand' companies in the outdoor industry."
This press release contains forward-looking statements based on current expectations, and the Company assumes no obligation to update these statements or make any further statements on any of these issues. These forward-looking statements are intended to fall within the safe harbor provisions under the Private Securities Litigation Reform Act. These forward-looking statements are often identified by words such as "hope," "may," "believe," "anticipate," "plan," "expect," "require," "intend," "assume," and similar words and include statements of the Company's expectations regarding future acquisitions and performance. All forward-looking statements are subject to risks and uncertainties. Several factors could cause actual events to differ materially from the forward-looking statements, including, but not limited to, the Company's ability to obtain financing and generate revenues, the effect of conditions in the outdoor industry and the economy in general, as well as certain other risks.
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