CARLSBAD, Calif.--(BUSINESS WIRE)--July 19, 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 of its board of
directors (the "Special Committee") is in preliminary discussions with
No Fear Inc. ("No Fear") regarding a possible strategic transaction
involving the acquisition of No Fear Retail Stores, Inc. ("NFRS"), a
subsidiary of No Fear, and certain limited related intellectual
property rights. NFRS currently operates 40 stores in five states that
sell apparel and accessories for the action sports and youth lifestyle
markets primarily under the No Fear brand and leading third party
brands including Spy Optic(TM). There is no binding agreement or any
other binding obligation between Orange 21 and No Fear with respect to
any potential transaction other than a customary non-disclosure
agreement, and Orange 21 and No Fear have no obligation to continue to
negotiate or to negotiate in good faith with respect to any such
transaction. Any binding agreement will be set forth in one or more
separate definitive agreements signed by the parties. The discussions
are at a stage where there can be no assurance that any such agreement
will ever be reached.
Mark Simo, Chairman and Chief Executive Officer of Orange 21, is
also the founder, a director and a stockholder of No Fear. Mr. Simo is
not representing Orange 21 in any discussions regarding the
transaction and is not a member of the Special Committee. As a result
of Mr. Simo's position, the board of directors of Orange 21
established the Special Committee comprised entirely of independent
directors to evaluate and recommend a course of action with respect to
the possible strategic transaction. Orange 21 expects to seek the
approval of its stockholders for any transaction with No Fear, should
the Special Committee and No Fear agree to such a transaction. Orange
21 does not expect to update the status of any discussions until a
definitive agreement is executed or it becomes apparent that no
transaction will occur. The Special Committee has engaged W.R.
Hambrecht + Co to assist it in evaluating the potential transaction.
No Fear has engaged Thomas Weisel Partners LLC to assist it in
evaluating the potential transaction.
For further information, please contact Laura Provenzale, Managing
Director, W.R. Hambrecht + Co at 415-551-3259 or Devin Granback,
Managing Director, W.R. Hambrecht + Co at 415-551-8668.
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," "believe," "continue," "could," "estimate," "expect,"
"feel," "may," "plan," "potential," "predict," "should," or "will" or
the negative of such terms or other comparable terminology.
Specifically, all statements included in this press release that
address activities, events or developments that Orange 21 expects,
believes or anticipates will or may occur in the future are
forward-looking statements. 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: the inability to sign a definitive
agreement or to close any transaction in a timely fashion; the
inability to obtain approval of a transaction by the board of
directors of either or both of the companies; the inability to obtain
the approval of a transaction by the stockholders of either or both of
the companies; results of ongoing diligence reviews being conducted by
both companies; and costs associated with the transaction. For a more
detailed discussion of the risks and uncertainties of the company's
business, please refer to the company's periodic reports and
registration statements filed with the Securities and Exchange
Commission, including the company's Annual Report on Form 10-K for the
period ended December 31, 2006 and its Quarterly Reports on Form 10-Q
for the period ended March 31, 2007. Although Orange 21 believes that
the expectations reflected in the forward-looking statements are
reasonable, it cannot guarantee future results, levels of activity,
performance or achievements. Moreover, neither Orange 21, nor any
other person, assume responsibility for the accuracy or completeness
of such forward-looking statements. Orange 21 undertakes no obligation
to update any of the forward-looking statements.
CONTACT: W.R. Hambrecht + Co
Laura Provenzale, Managing Director, 415-551-3259
Devin Granback, Managing Director, 415-551-8668
SOURCE: Orange 21 Inc.