CARLSBAD, Calif.--(BUSINESS WIRE)--Jan. 22, 2009--Orange 21 Inc. (NASDAQ:ORNG) today announced that it has launched a $7.6
million rights offering pursuant to which holders of its common stock,
options and warrants, will be entitled to purchase additional shares of
its common stock at a price of $0.80 per share. The proceeds from the
rights offering are expected to be used for general corporate purposes,
which may include research and development, capital expenditures,
payment of trade payables, working capital and general and
administrative expenses. Orange 21 may also use a portion of the net
proceeds to acquire or invest in complementary businesses, products and
technologies, although it currently has no current plans, commitments or
agreements with respect to any such transactions.
In the rights offering, stockholders, option holders and warrant holders
as of 5:00 p.m., New York City time January 21, 2009, will be issued, at
no charge, one subscription right for each share of common stock then
outstanding or subject to outstanding options or warrants (whether or
not currently exercisable). Each right will entitle the holder to
purchase one share of Orange 21's common stock for $0.80 per share.
Orange 21 may also allocate unsubscribed shares to other investors at
the price of $0.80 per share.
The rights offering will be conducted via an existing effective shelf
registration statement. An aggregate of 9,544,814 subscription rights
will be distributed. The subscription rights are not transferable and
will be evidenced by subscription rights certificates. Fractional shares
will not be issued in the rights offering. Orange 21 will mail rights
offering materials, including a prospectus supplement and a subscription
rights certificate, to record holders of common stock, options and
warrants on or about January 22, 2009. The rights may be exercised at
any time prior to 5:00 p.m. New York City time on February 20, 2009, the
scheduled expiration of the offer; although, Orange 21 may extend the
offering period in its discretion.
For more information regarding the rights offering or to request copies
of the prospectus or prospectus supplement relating to the rights
offering, you may contact the information agent, Georgeson Inc., at 199
Water St., 26th Floor, New York, NY 10038-3650,
(800) 280-0819. Copies of the prospectus and prospectus supplement are
also available on the website of the U.S. Securities and Exchange
Commission located at www.sec.gov.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be any
sale of securities mentioned in this press release in any state in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state. The rights
offering will be made by means of a prospectus and a related prospectus
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 "may," "will,"
"should," "expect," "plan," "anticipate," "believe," "feel," "estimate,"
"predict," "potential" or "continue," the negative of such terms or
other comparable terminology. Specifically, comments in this press
release regarding Orange 21's use of the proceeds from the rights
offering, allocation of unsubscribed shares and the expectation that
certain persons will exercise their subscription rights 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: the general conditions of the domestic and global
economy; changes in consumer discretionary spending; changes in the
value of the U.S. dollar and Euro; changes in commodity prices; Orange
21's ability to source raw materials and finished products at favorable
prices; risks related to the limited visibility of future orders; Orange
21's ability to continue to develop, produce and introduce innovative
new products in a timely manner; Orange 21's ability to identify and
execute successfully cost-control initiatives without adversely
impacting sales; the performance of new products and continued
acceptance of current products; Orange 21's execution of strategic
initiatives and alliances; uncertainties associated with intellectual
property protection for Orange 21's products; stockholders' interest or
ability to make further investments in Orange 21; and other risks
identified from time to time in Orange 21's filings made with the U.S.
Securities and Exchange Commission. Although, Orange 21 believes that
the expectations reflected in the forward-looking statements are
reasonable, it cannot guarantee future results. Moreover, Orange 21
assumes no responsibility for the accuracy or completeness of such
forward-looking statements and undertakes no obligation to update any of
these forward-looking statements.
CONTACT: Orange 21 Inc.
Jerry Collazo, 760-804-8420
Source: Orange 21 Inc.