MIAMI BEACH, Fla., Sept. 14, 2006 (PRIMEZONE) -- UniverCell Holdings, Inc. (OTCBB:UVCL) and Pure Romance, Inc., a privately held company with its principal headquarters located in Loveland, Ohio, announced today that they have signed a letter of intent with respect to Pure Romance's proposed acquisition of UVCL in a reverse merger transaction. Under the non-binding letter of intent, Pure Romance and UVCL will endeavor to negotiate a definitive merger agreement. Under the merger agreement, Pure Romance would merge into UVCL, and the shareholders of Pure Romance will maintain controlling interest of the outstanding capital stock of UVCL after the merger.
The proposed merger is subject to numerous conditions and would involve a change in shareholder control of UVCL to the current shareholders of Pure Romance, a change of management, change of corporate name, change of corporate headquarters, and would be subject to regulatory and other approvals.
Statements about the UVCL'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.