CARLSBAD, Calif.--(BUSINESS WIRE)--Sept. 21, 2007--Orange 21 Inc.
(NASDAQ:ORNG), a leading developer of brands that produce premium
products for the action sports and youth lifestyle markets, today
confirmed that an independent special committee (the "Special
Committee") of its board of directors (the "Board") and No Fear Inc.
("No Fear") have mutually agreed to terminate discussions regarding a
potential strategic transaction involving the acquisition of No Fear
Retail Stores, Inc., a subsidiary of No Fear. Orange 21 had issued a
press release on Thursday, July 19, 2007 confirming the existence of
such preliminary discussions. The parties agreed that the timing and
scope of the discussed transaction, given all the circumstances, was
not advisable for either company at the present time.
Mark Simo, the Co-Chairman of the Board and Chief Executive
Officer of Orange 21, and a founder, principal and stockholder of No
Fear, commented on the termination of the discussions as follows:
"Although we explored several potential transaction structures, we
ultimately concluded that it is not an ideal time for Orange 21 to
pursue a strategic transaction, and that at present, our stockholders
would be better served by us continuing to focus on our turn-around
efforts. Accordingly, we terminated discussions and we are
concentrating our efforts on internal improvements designed to
continue to reinvigorate the brand, rejuvenating our revenue growth
initiatives and working towards returning to profitability as soon as
possible. I am excited about the opportunities that I believe are
available for Orange 21, and I look forward to leading the efforts to
make those opportunities a reality for our stockholders."
John Pound, the Co-Chairman of the Board and the Chairman of the
Special Committee, commented: "On behalf of the Board and the Special
Committee, we are grateful to No Fear for engaging in the discussions
about a potential strategic transaction and whole-heartedly agree that
a transaction does not make sense at this time. I also want to add
that although we did not identify a transaction to move forward with
at this time, we believe that the process was beneficial to us in
several respects - it has helped us identify our short-term goals of
focusing on organic growth and has led to a stronger and deeper
relationship between our Board and Mark as our Chief Executive
Officer. We are very excited about Mark's commitment to growing the
brand as our Chief Executive Officer and look forward to working with
him on our turn-around efforts."
About Orange 21 Inc.
Orange 21 designs, develops, markets and produces premium products
for the action sport and youth lifestyle markets. Orange 21's primary
brand, Spy Optic (TM), manufactures sunglasses and goggles targeted
toward the action sports and youth lifestyle markets.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements relate to future events or future financial performance and
are subject to risks and uncertainties. In some cases, you can
identify forward-looking statements by terminology such as
"anticipate," "available," "believe," "concentrating," "continue,"
"continuing," "estimate," "expect," "feel," "may," "opportunities,"
"plan," "potential," "predict," "reality," "returning," "should," or
"will" or the negative of such terms or other comparable terminology.
Specifically, comments in this press release regarding our turn-around
efforts, our internal improvements, reinvigorating the brand,
rejuvenating our revenue growth initiatives, returning to
profitability, focusing on organic growth and growing our brand are
forward-looking statements and are subject to inherent risks. These
statements are only predictions. Actual events or results may differ
materially. Factors that could cause actual results to differ
materially from those contained in the forward-looking statements
include, but are not limited to: risks related to the company's
ability to manage growth; risks related to the limited visibility of
future orders; the ability to identify and work with qualified
manufacturing partners and consultants; the ability to expand
distribution channels and retail operations in a timely manner;
unanticipated changes in general market conditions or other factors,
which may result in cancellations of advance orders or a reduction in
the rate of reorders placed by retailers; the ability to continue to
develop, produce and introduce innovative new products in a timely
manner; the ability to source raw materials and finished products at
favorable prices; the ability to identify and execute successfully
cost-control initiatives; uncertainties associated with the company's
ability to maintain a sufficient supply of products and to manufacture
successfully products; the performance of new products and continued
acceptance of current products; the execution of strategic initiatives
and alliances; the impact of ongoing litigation; uncertainties
associated with intellectual property protection for the company's
products; matters generally affected by the domestic and global
economy, such as changes in interest and currency rates; and other
risks identified from time to time in the company's filings made with
the U.S. Securities and Exchange Commission, including the company's
Annual Report on Form 10-K for the period ended December 31, 2006 and
its Quarterly Report on Form 10-Q for the period ended June 30, 2007.
Although the company believes that the expectations reflected in the
forward-looking statements are reasonable, the company can not
guarantee future results, levels of activity, performance or
achievements. Moreover, neither the company, nor any other person,
assumes responsibility for the accuracy or completeness of such
forward-looking statements. The company undertakes no obligation to
update any of the forward-looking statements.
CONTACT: Orange 21 Inc.
Jerry Collazo, 760-804-8420
SOURCE: Orange 21 Inc.