Naturade Inc. announces acquisitions
Completes a financial reorganization as a next step in its strategy of using both internal growth and acquisition to build a portfolio of well-regarded natural brands backed by scientific support.
01/08/05 Naturade, Inc., a leading supplier of natural products to improve consumer health, has announced that it has agreed to acquire two leading nutraceutical companies and has completed a financial reorganization as a next step in its strategy of using both internal growth and acquisition to build a portfolio of well-regarded natural brands backed by scientific support. Bill Stewart, Naturade CEO, and the existing Naturade management team has assumed full responsibility for the sales and marketing of The Ageless Foundation, Inc. ("Ageless") brands including Ultra-Max HGH anti-aging products and of Symbiotics, Inc. ("Symbiotics") New Life Colostrum products sold through retailer, direct, international and professional channels.
The Company has agreed to purchase certain assets of Symbiotics. The Company will (a) assume accounts payable subject to a final working capital calculation and the obligations of certain contracts, (b) pay all outstanding amounts owed under certain credit facilities, (c) issue a promissory note in the amount of $2.0 million less the amount necessary to repay the credit facilities and subject to working capital adjustments, (d) pay $60,000 in cash in fifteen days from closing date and an additional $60,000 thereafter until the note is paid in full, and (e) pay ten percent (10%) of the amount of the increase in contribution margin over a baseline amount of $2 million on the sales of products for each 12 month period during a three (3) year period from closing date.
The Company also has agreed to purchase certain assets of Ageless. The Company will (a) assume accounts payable subject to a final working capital calculation, (b) assume an obligation to an employee of Ageless in the amount of $600,000, and (c) issue a promissory note in the amount of $700,000 subject to working capital adjustments.
The Company also has agreed to enter into consulting agreements with certain key employees of Symbiotics and Ageless. Naomi Balcombe, President and Founder of Ageless, and Douglas Wyatt, President and Founder of Symbiotics will continue with Naturade to facilitate the continued quality and success of these brands.
The terms of the reorganization and the acquisitions are described in detail in a Form 8-K filed by the Company with the Securities and Exchange Commission on July 28, 2005.
Headquartered in Irvine, Calif., Naturade -since 1926- -has been well known for its commitment to improve the health and well being of consumers with innovative, natural products. Naturade's focus is on building consumer recognizable brands backed by strong science and making them widely available through mass merchandiser and club stores, drug and food stores, health food stores and natural supermarkets throughout the U.S. and Canada, including Wal-Mart, Sam's Club, Walgreens, Kroger, Albertsons, GNC, Vitamin Shoppe, Whole Foods and Wild Oats. Its premier brand, Naturade Total Soy(R), is a line of meal replacement powders for weight loss and cholesterol reduction. Well known for over 50 years of leadership in soy protein, the Company also markets a complete line of Naturade(R) brand protein boosters for low carbohydrate dieters and a line of safe, natural weight loss products under the Diet Lean(TM) brand name. The company recently gained national distribution for its ReVivex(TM) line of products for arthritis pain relief and joint health as the first brand available in U.S. retail stores to offer the new clinically tested ingredient Celadrin(R). Naturade's other brands include Calcium Shake(TM), Power Shake(R) and Expec(R).
Symbiotics, Inc., headquartered in Sedona, Arizona, is the leading U.S. supplier of Colostrum products. The company sells its products through distributors and direct to natural products and health food stores, on-line retailers, gyms and fitness centers worldwide under the brand names New Life Colostrum(TM), New Life Colostrum Plus(TM), New Life TryptoZen(TM), New Life GastroSHIELD(TM), New Life Diet(TM), SuperCharger, Manno's PRO-Gram(TM) TherapeuticSolutions(TM) and Age Defiance(TM).
The Ageless Foundation, Inc., headquartered in Miami Beach, Florida, is committed to the belief that anti-aging is not about how long you live, but how great you look and feel at any age. The company's premier brand, Ultra Max HGH(TM) with Alphatrophin(R), has been shown in clinical studies to increase natural human growth hormone levels that decline as we age. The Ultra Max HGH brand offers a range of product choices including Gold, Gold Daytime, New Original and Vegetarian. Other Ageless brands include Revive(TM) Rejuvenation Formula and Angio-Mix Immune Support.
