Business Services Industry

Perfumania Holdings, Inc. Discusses Current Business Trends, Second Quarter Results and Outlook

Business Wire, Sept 26, 2008

Under the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 21, 2007 and amended on July 8, 2008, by and among the Company, Model Reorg, the shareholders of Model Reorg, and Model Acquisition, the Company issued to the Model Reorg shareholders 5,900,000 shares of the Company's common stock and warrants exercisable for the purchase of 1,500,000 shares of the Company's common stock at an exercise price of $23.94 per share (the "Warrants"). The shares issued to the Model Reorg shareholders represent approximately 66% of the Company's 8,959,041 outstanding shares following the Merger, and approximately 71% assuming exercise of all of the warrants. The Company's shareholders approved the issuance of the shares and Warrants at a special meeting on August 8, 2008.

For accounting purposes, Model Reorg is considered to be the acquiror. Accordingly, the merger consideration will be allocated among the fair values of E Com Ventures' assets and liabilities based upon a valuation that has not yet been determined. Historical financial condition and results of operations shown for comparative purposes in future periodic filings will reflect Model Reorg's results. However, the Company will continue to use the same fiscal year end, the Saturday closest to January 31.

Conference Call

The Company's management will host a conference call today, September 26, 2008 at 11:00 AM Eastern Time. Parties interested in participating in the conference call may dial-in at (913) 312-0403. A live webcast of the call will be accessible on www.viavid.net. The webcast will be archived for 60 days on this site, while a telephone replay of the call will be available beginning at 2:00 PM Eastern Time on September 26, 2008 through October 3, 2008 at (719) 457-0820, and entering the pass code of 7448928.

About Perfumania Holdings, Inc.

With the closing of the Model Reorg acquisition on August 11, 2008, Perfumania Holdings, Inc. is positioned as a large national vertically-integrated specialty retailer and wholesale distributor of designer perfumes, fragrances and other related products. The Company's retail segment offers fragrance and related products in over 335 Perfumania specialty retail stores and more than 3,100 managed retail locations for national retailers such as Burlington Coat Factory, Filene's Basement, Loehmann's, and Kmart. The Company's wholesale segment distributes products to other leading national retailers such as Wal-Mart, Walgreen's, Kohl's, Target, Marshalls, and JCPenney.

Forward Looking Statements

Statements in this release about future operating or financial results, the development of our markets, and other statements that are not historical facts are "forward-looking statements." All forward-looking statements involve risks, uncertainties and contingencies that may cause our actual results to differ materially from the anticipated results described in the statements. Among the factors that could cause actual results to differ materially from that described or implied in the forward-looking statements are our ability to integrate and achieve synergies between Perfumania and Model Reorg, our ability to service our obligations, our ability to comply with the covenants in our senior credit facility, general economic conditions, including a decrease in discretionary spending by consumers, competition, the ability to raise additional capital to finance our expansion, the risks inherent in new product and service introductions and the entry into new geographic markets, and other factors.


 

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