Parlux Fragrances, Inc. (Nasdaq:PARL) has scheduled its Annual
Meeting of Stockholders for the fiscal year ending March 31, 2011
("Annual Meeting") for February 29, 2012. The Annual Meeting will
be convened for the purpose of electing directors to the board of
directors of Parlux and ratifying the appointment of independent
accountants. Proposals on matters appropriate for shareholder
consideration consistent with Rule 14a-8 under the Securities
Exchange Act of 1934, as amended ("Exchange Act"), submitted by
shareholders for inclusion in the proxy statement and form of proxy
for the Annual Meeting must be received by the Secretary of the
Company at Parlux's principal executive offices not later than
January 16, 2012. The submission of such proposals by shareholders
is subject to regulation by the SEC pursuant to Rule 14a-8 under
the Exchange Act. Proposals received after January 16, 2012 shall
be considered untimely. Additionally, we must receive notice of any
shareholder proposal to be submitted at the Annual Meeting (but not
required to be included in our proxy statement) by January 16, 2012
or such proposal will be considered untimely pursuant to Rule 14a-4
and Rule 14a-5(e) under the Exchange Act.
Shareholder proposals should be sent to the attention of the
Secretary of the Company by mail or personal delivery to Parlux
Fragrances, Inc., 5900 N. Andrews Avenue, Suite 500, Fort
Lauderdale, Florida 33309, or by facsimile to (954) 491-1187.
As reported in the Company's Current Report on Form 8-K filed
December 23, 2011, the Company and Perfumania Holdings, Inc.
("Perfumania") have entered into an Agreement and Plan of Merger by
and among Parlux, Perfumania, and PFI Merger Corp., a wholly-owned
subsidiary of Perfumania, pursuant to which, subject to the
satisfaction or waiver of the conditions therein, PFI Merger Corp.
will merge with and into Parlux with Parlux as the surviving
company. A separate special meeting of stockholders of the Company
will be convened on another date to consider the proposed merger
and related matters, and you will receive proxy information
regarding that special meeting in the mail. The information below
relates to the merger and that separate special meeting.
ABOUT PARLUX FRAGRANCES, INC.
Parlux Fragrances, Inc. is a manufacturer and international
distributor of prestige fragrances and beauty related products. It
holds licenses and sublicenses to manufacture and distribute the
designer fragrance brands of Paris Hilton, Jessica Simpson, Nicole
Miller, Josie Natori, Queen Latifah, Marc Ecko, Rihanna, Kanye
West, Vince Camuto and Fred Hayman Beverly Hills.
Caution Regarding Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Management of Perfumania and Parlux may also make
forward-looking statements about the merger and its consequences in
other written and oral announcements and disclosures, which are
subject to the same considerations as described in this paragraph.
Forward-looking statements are typically identified by words such
as "anticipate," "believe," "plan," "estimate," "expect," "should,"
"intend," and other similar expressions. Forward-looking statements
in this press release and in management's other disclosures
include, but may not be limited to, statements regarding the
anticipated timing of the transaction, the sources and availability
of financing for the transaction, the successful closing of the
transaction and integration of Parlux, opportunities for
operational improvement, including but not limited to cost
reduction and capital investment, the strategic opportunity and
perceived value to Perfumania's and Parlux's shareholders of the
transaction, and the impact on Perfumania's results of operations,
including without limitation the existence and timing of synergies
arising from the transaction. With respect to these statements,
Perfumania and Parlux have made assumptions about, among other
things, whether and when the proposed transaction will be approved,
whether and when the proposed transaction will close, the continued
availability of financing for Perfumania's and Parlux's business
operations on satisfactory terms, the results and impacts of the
acquisition; preliminary purchase price allocations which may
include material adjustments to the preliminary fair values of the
acquired assets and liabilities; economic, competitive and market
conditions generally; volumes and price levels of purchases by
customers; competitive conditions in our businesses and possible
adverse actions of our respective customers, competitors and
suppliers. Such statements include and will include estimates,
predictions, projections, forecasts, and assumptions that involve
risks, uncertainties and other important factors that may cause our
actual results or condition, or those of our industry, to be
materially different from any future results or condition described
in or implied by those forward-looking statements. Among the
factors that could cause actual results, performance or achievement
to differ materially from those described or implied in the
forward-looking statements are our ability to meet the conditions
to the merger, our ability to service our obligations, general
economic conditions, competition, potential technology changes,
changes in or the lack of anticipated changes in the regulatory
environment in various countries, the ability to secure profitable
licensing relationships, the ability to raise additional capital to
finance expansion, the risks inherent in new product and service
introductions and other factors described in the Risk Factors and
other sections of Perfumania's and Parlux's filings with the
Securities and Exchange Commission (the "SEC"). The information
contained herein speaks as of the date hereof and neither
Perfumania nor Parlux have or undertake any obligation to update or
revise its forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Important Information and Where to Find
It
Perfumania and Parlux will file documents with the SEC in
connection with the proposed transaction, including Perfumania's
registration statement on Form S-4 containing a joint proxy
statement of Perfumania and Parlux that will also constitute
Perfumania's prospectus. This press release is not a substitute for
the joint proxy statement/prospectus or any other document that
Perfumania or Parlux may file with the SEC or may send to their
stockholders in connection with the proposed merger. This
press release is neither a request nor an offer for shares of
Parlux common stock. Perfumania and Parlux
stockholders are urged to read the registration statement on Form
S-4 and the related joint proxy statement/prospectus when they
become available, as well as other documents filed with the SEC,
because they will contain important information about the proposed
merger. The final joint proxy statement/prospectus will be
mailed to Perfumania and Parlux stockholders. Stockholders may also
obtain free copies of these documents (when they are available) and
other documents Perfumania and Parlux file with the SEC at the
SEC's web site at www.sec.gov, or by contacting Andrea Petruzzo at
Perfumania, at (631) 866-4041 or the Corporate Secretary of Parlux,
at (954) 316-9008.
Participants in the Merger Solicitation
Perfumania and Parlux, and their respective directors, executive
officers and other members of management and employees, may be
deemed to be participants in the solicitation of proxies with
respect to the proposed merger. Information concerning Perfumania's
executive officers and directors is set forth in its most recent
Form 10-K/A filed with the SEC on May 31, 2011. Information
concerning Parlux's executive officers and directors is set forth
in its annual report on Form 10-K for the year ended March 31,
2011, which was filed with the SEC on May 26, 2011, and in its
current report on Form 8-K filed on August 3, 2011. Additional
information regarding the interests of participants of Perfumania
and Parlux in the solicitation of proxies with respect to the
transaction will be included in the registration statement on Form
S-4 and joint proxy statement/prospectus described above when it
becomes available. You will also be able to obtain free copies of
these documents from Perfumania and Parlux using the contact
information above.
CONTACT: Parlux Fragrances, Inc. (954) 316-9008
Frederick E. Purches, Ext. 8116
Raymond J. Balsys, Ext. 8106
http://www.parlux.com
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