Gaming Venture Corp., U.S.A. and Kuhlman Announce Merger Agreement
April 14 2005 - 9:25AM
PR Newswire (US)
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/
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