MIAMI BEACH, Fla., May 18, 2006 (PRIMEZONE) -- UniverCell Holdings, Inc. (OTCBB:UVCL) and Daytonabrands, Inc announced today that they have entered into a definitive Agreement and Plan of Merger.
Daytonabrands is a consumer and OEM products company focusing on the $29 billion automotive aftermarket and accessories industry. The company's key management has significant consumer products experience coming from such respected companies as ArmorAll, Disney (DIS), ProTeam, ConAgra (CAG), Clorox (CLX) and further including Alan Rypinski, International Marketing Guru and Founder of ArmorAll Corporation.
Daytonabrands distributes products directly to consumers via infomercial television (DRTV), print media and national catalog publications such as SkyMall. Retailers include Albertson's/Sav-On Drug Stores (ABS), Costco (COST), Ace Hardware, CSK (CAO), Schucks, Checker, Kragen, Advance Auto (AAP), AutoZone (AZO), Walgreens (WAG) and others. The company also sells as OEM for branded names such as Craftsman (SHLD), Genie and Shell.
Scott Harkness, President of Daytonabrands, stated, "Our powerhouse team consists of ArmorAll Corporation founder, former President and CEO, Alan Rypinski and others from ProTeam, ConAgra, Disney and Clorox. Our products are widely accepted by consumers. Our newly constructed 150 member sales team is primarily comprised of former ArmorAll sales and distribution representatives. All combined, Daytonabrands, Inc. is poised to expand product offerings and be a significant player in the $29 Billion automotive aftermarket accessories industry."
The Agreement and Plan of Merger provides for the merger of a wholly owned subsidiary of UniverCell into Daytonabrands. As a result of the merger, the shareholders of Daytonabrands will receive shares of UniverCell common stock for their Daytonabrands shares.
The proposed merger is subject to certain customary conditions, including UniverCell and Daytonabrands receiving shareholder and regulatory approval.
"This has been a long time in the making and we are confident that the Daytonabrands team will bring a tremendous increase in shareholder value. After searching for a merger candidate which would increase shareholder value for the UniverCell shareholders, we are very pleased to sign this definitive agreement and we plan to effectuate the merger by the end of the month," Sean Y. Fulda, UniverCell's Chief Executive Officer, stated.
"We look forward to completing our merger with UniverCell," said Scott Harkness, President of Daytonabrands. "We are excited at being part of a public company, which we believe will allow us to further our growth strategy to make Daytonabrands an industry leader in the $29 Billion automotive aftermarket accessories industry."
Statements about the Company's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements shall be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results could differ materially from expected results.