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Gaming Venture Corp., U.S.A. and Kuhlman Announce Merger
Agreement
MINNEAPOLIS, April 14 /PRNewswire-FirstCall/ -- Gaming Venture Corp., U.S.A.
(OTC:GVUS) (BULLETIN BOARD: GVUS) today announced the signing of a merger
agreement with SK(2), Inc., a Delaware corporation and parent company of
Kuhlman retail stores ("Kuhlman"). Kuhlman is a specialty retailer and
wholesale provider of exclusively designed, distinctive, high quality apparel.
The agreement is designed as a reverse merger with Kuhlman to be the surviving
corporation and an operating subsidiary of Gaming Venture Corp., U.S.A. Under
the agreement, a wholly owned subsidiary of Gaming Venture Corp., U.S.A. will
merge with and into Kuhlman. As a result of the merger and in exchange for the
cancellation of their shares, Kuhlman shareholders will receive shares of
Gaming Venture Corp., U.S.A. Prior to the closing of the merger, Gaming
Venture Corp., U.S.A. will effectuate a 1-for-5 reverse split and change the
name of the company to Kuhlman Company, Inc. The completion of the merger is
contingent, among other things, on the successful completion of an equity
financing by Kuhlman and majority shareholder approval. The board of directors
of both companies have approved the transaction.
Kuhlman is a specialty retailer and wholesale provider of both men's and
women's apparel, offered under the Kuhlman brand through company-owned retail
stores and under private labels through other large retailers. Kuhlman opened
its first retail store in July 2003 and now operates thirty (30) retail stores
in 16 states, competing in the "better-priced" market, with most stores located
in upscale malls. The majority of Kuhlman's stores are for men but the company
recently developed a woman's specialty boutique format, opening two stores in
late 2004. The strategy of Kuhlman is to develop a nationally recognized brand
by strategically opening its apparel stores in upscale shopping malls, upscale
street locations, high-traffic transportation hubs and open air lifestyle
centers. Kuhlman also provides product design and contract manufacturing for
department store retailers seeking to augment their in-house design and
sourcing expertise. Kuhlman has approximately 150 employees and its corporate
office is located in Minneapolis, MN. Additional information regarding Kuhlman
and its apparel, and store locations can be found at
http://www.kuhlmancompany.com/
Commenting on this agreement, Kuhlman Chief Executive Officer and Chairman,
Scott Kuhlman, said, "We are pleased to announce this agreement and feel that
the next step in our growth plan is to become a publicly traded company. In
the past twelve months Kuhlman has grown from six (6) retail stores to thirty
(30), with many other store openings currently in various stages of planning,
development and opening. We have found a very loyal, grass roots following
wherever we have opened our stores as consumers have realized our value
proposition for high quality apparel along with our one- price strategy for our
merchandise, as well as our expertise in translating and adapting European
apparel movements to the American marketplace. We look forward to merging our
strong shareholder base with the supportive and high quality shareholder base
of Gaming Venture Corp., U.S.A."
Gaming Venture Corp., U.S.A. Chairman and Chief Executive Officer, Alan
Woinski, added, "As the largest shareholder of Gaming Venture Corp., I look
forward to becoming one of the larger shareholders of Kuhlman Company, Inc. and
participating in their exciting growth story. Besides becoming a shareholder,
I also am a customer which is one of the things that attracted me to Kuhlman.
Our goal has always been to build shareholder value and I, along with the board
of directors of Gaming Venture Corp., feel that this merger will be in the best
interests of our shareholders as their equity interest becomes one of a much
larger and faster growing company. I look forward to being part of Kuhlman's
growth, both as a shareholder and a customer."
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the benefits of the business combination
transaction involving Gaming Venture Corp., U.S.A., and Kuhlman, including
future financial and operating results, the combined company's plans,
objectives, expectations and intentions and other statements that are not in
the nature of historical facts, including Kuhlman's ability to continue
expansion. Such forward-looking statements are based upon the current beliefs
and expectations of the management of Gaming Venture Corp., U.S.A., and are
subject to significant risks and uncertainties that could cause actual results
to differ materially from those projected. These include the failure of the
conditions to the merger, as set forth in the related merger agreement, to be
met in a timely fashion (if at all), changes in market conditions, and changes
in the competitive landscape in the industry in which Kuhlman operates. Any
information which is not historical in nature constitutes a forward-looking
statement and speaks only as of the date of this press release. Gaming Venture
Corp., U.S.A. undertakes no obligation to update investors of changes in
forward-looking statements or the risks and uncertainties in relation thereto
as more definitive information may become available.
DATASOURCE: Gaming Venture Corp., U.S.A.
CONTACT: Alan Woinski of Gaming Venture Corp., U.S.A., +1-201-599-8484,
Web site: http://www.kuhlmancompany.com/