Adrenalina Proposes to Acquire WEST 49 Inc. for $0.55 per Share
Market Wire, May, 2009
Adrenalina (OTCBB: AENAE), a retail entertainment destination designed for extreme sports enthusiasts, today announced that it has submitted a proposal to the Board of Directors of WEST 49 Inc. (TSX: WXX) to enter into negotiations that will lead to the acquisition of WEST 49 Inc. for a price of 0.55 Canadian Dollars per share, consisting of a combination of cash and Adrenalina common stock.
Adrenalina's acquisition proposal represents a premium of 62% above the closing price of WEST 49 Inc. common shares of $0.34 on April 30, 2009, and is subject to WEST 49 Inc.'s Board and shareholders approval, execution of a definitive agreement, obtaining the requisite financing and certain other terms and conditions.
"Our offer of $0.55 per share represents a significant increase in value for WEST 49 Inc. stockholders. This action also represents our confidence that Adrenalina can reinvigorate WEST 49 Inc., by applying our innovative approach of fusing an exceptional product mix to an exciting entertainment destination," said Ilia Lekach, Chairman and CEO of Adrenalina.
"Not only does the proposed acquisition price represent a premium to the current price of WEST 49 Inc. shares, but the cash/stock structure of the transaction would allow shareholders to participate in the future growth and performance of the re-energized combined company," continued Mr. Lekach. "In addition, the business synergies from joining WEST 49 Inc.'s substantial store footprint with Adrenalina's high-growth lifestyle retailing concept are compelling -- especially in this challenging economic environment."
The full text of Adrenalina's letter to the WEST 49 Inc. CEO and Board of Directors is below.
About Adrenalina
Adrenalina pioneered and branded "The Extreme Store" concept, which showcases top-quality athletic apparel, equipment and accessories in a fun, engaging retail entertainment format. Building on the popularity of the Adrenalina TV program, Adrenalina stores feature the FlowRider® wave machines for which it has exclusivity in retail locations. With over 1 million visitors to the stores per year, Adrenalina locations average 10,000 square feet and carry the best in extreme sports apparel, footwear, equipment and accessories from industry leaders and fashion brands such as Quiksilver, Billabong, Volcom, O'Neil, Reef, Hurley and Zoo York. Adrenalina has retail locations in Miami, FL; Orlando, FL; and Tampa, FL; Plano, Texas; and several under construction around the US. Adrenalina (AENA) is quoted on the Over The Counter: Bulletin Board. For more information, please visit www.adrenalinastore.com .
Disclosure Regarding Forward-Looking Statements
This news release contains forward-looking statements. All statements other than statements of historical fact made herein are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements.
These forward-looking statements can be identified by the use of words such as "believes," "estimates," "could," "possibly," "probably," anticipates," "projects," "expects," "may," "will," or "should" or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved.
Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations.
May 4, 2009 Kenneth Fowler West 49 Inc. 1100 Burloak Drive 200, Burlington, Ontario L7L 6B2
Dear Kenneth:
I am writing as Chairman and Chief Executive Officer of Adrenalina to propose a combination of our companies in a negotiated transaction that provides for the purchase by Adrenalina of all issued and outstanding shares of common stock of West 49 Inc. ("WEST49") for a payment of 0.55 Canadian Dollars per share, consisting of a combination of cash and stock of Adrenalina. The transaction will require the approval of the Board of Directors of WEST49 (WXX.to).
We are confident that this transaction will create value for WEST49 shareholders well in excess of that which can be achieved by your company proceeding on its own. Not only does the proposed acquisition price represent a premium to the current price of WEST49 shares, but the stock structure of the transaction would allow your shareholders to participate in the future growth and performance of the energized combined companies. In addition, the business synergies from combining WEST49's substantial store footprint with Adrenalina's high-growth lifestyle retailing concept are compelling -- all the more so in this challenging economic environment.
Completion of the proposed transaction is anticipated to occur no later than August 2009 and is subject to customary conditions, including satisfactory completion of our due diligence, the execution of a definitive agreement between the two companies and completion of the funding, which we do not expect to present a problem.
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