NEW YORK, April 24, 2006 (PRIMEZONE) -- Azurel, Ltd. (Pink Sheets:AZUR) ("Azurel" or the "Company") announced today its sale of one of the Company's trademarks, "Privilege," to Fragrance Xtreme, Inc., a New Jersey based fragrance and cosmetic company ("Fragrance Xtreme"), for a gross sales price of $40,000. Azurel intends to use the proceeds from the sale to fund its working capital needs pending the consummation of its anticipated acquisition of National Stem Cell, Inc. ("NSCI").
On March 3, 2006, Azurel and NSCI entered into a non-binding letter of intent pursuant to which NSCI has agreed to surrender 100% of its issued and outstanding equity securities in exchange for an aggregate of 13,000,000 shares of common stock of Azurel (representing approximately 90.4% of Azurel's issued and outstanding common stock on a pro forma basis). Upon consummation of the acquisition, the Company will change its name to National Stem Cell, Inc.
The parties intend to enter into a definitive agreement within 60 business days of the letter of intent, setting forth all applicable terms of the acquisition with standard representations and warranties. The consummation of the acquisition is contingent upon several factors, including NSCI obtaining Board and stockholder approval, and the timely completion of due diligence to the mutual and reasonable satisfaction of NSCI and Azurel. The letter of intent contemplates that NSCI shall be delivered free of any debt and/or liens and encumbrances. As also contemplated in the letter of intent, Steven Moskowitz, the President and Chief Executive Officer of Azurel, will remain as the sole current executive and director of Azurel on the surviving entity's board of directors.
The Company has also announced today that, effective April 19, 2006, Mr. Norman Grief, a member of Azurel's Board of Directors since February 1998, has resigned his board membership. The Company thanks Mr. Grief for his service and dedication to the Company and wishes him every success in the future.
About Azurel:
Azurel, through its wholly-owned subsidiary, manufactures, distributes and assembles perfumes and color kit products under the Company's own brand names such as "Benandre," "Extreme Girl," "Extreme Vanilla," and "Private Part."
About National Stem Cell, Inc.:
National Stem Cell, Inc. is a biotechnology company headquartered in Mountainside, New Jersey, dedicated to the advancement of regenerative medicine. Incorporated in 2005, NSCI is allied with a local laboratory and cryo-storage facility through a joint venture with Biogenetics, Inc. and operates the Sperm Bank of New York as a wholly-owned subsidiary. Through its sponsored research agreement with the Johns Hopkins University School of Medicine's Institute for Cellular Engineering (ICE), NSCI is focused on the development of potential stem cell therapies for the treatment of diabetes and cardiac injury. NSCI also plans to develop a genetically diverse national umbilical cord blood bank to meet the growing need for transplant grade umbilical cord blood stem cells.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "PLSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.
All statements, analysis and other information contained in this release relative to the parties' performance, trends in the parties' operations or financial results, plans, expectations, estimates and beliefs, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. In connection with certain forward-looking statements contained in this release and those that may be made in the future by or on behalf of the parties, the parties note that there are various factors that could cause actual results to differ materially from those set forth in any such forward-looking statements. The forward-looking statements contained in this release were prepared by management and are qualified by, and subject to, significant business, economic, competitive, regulatory and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of the parties. Accordingly, there can be no assurance that the forward-looking statements contained in this release will be realized or that actual results will not be significantly higher or lower. The forward-looking statements in this release reflect the opinion of the management as of the date of this release. Readers are hereby advised that developments subsequent to this release are likely to cause these statements to become outdated with the passage of time or other factors beyond the control of the parties. The parties do not intend, however, to update the guidance provided herein prior to its next release or unless otherwise required to do so. Readers of this release should consider these facts in evaluating the information contained herein. In addition, the business and operations of the parties are subject to substantial risks, including, but not limited to risks relating to liquidity and cash flows, which increase the uncertainty inherent in the forward-looking statements contained in this release. The inclusion of the forward-looking statements contained in this release should not be regarded as a representation by the parties or any other person that the forward-looking statements contained in the release will be achieved. In light of the foregoing, readers of this release are cautioned not to place undue reliance on the forward-looking statements contained herein.