No Fear & Gatorz Get Together

by The Editors on April 26, 2010

No FearA press release issued by the Carlsbad, California based Simo Holdings, Inc. seems to suggest that Gatorz (the eyewear company) and No Fear (the brand) are somehow getting together in what the release terms a “reverse take-over of Gatorz by No Fear.” Here are a few of the details:

Pursuant to the terms of the Merger Agreement, among other things: (i) Simo Holdings will sell to Gatorz all of the shares of common stock it owns in No Fear Retail Stores, Inc. (“No Fear”), a subsidiary of Simo Holdings, in exchange for 99,075,001 common shares of Gatorz and 52,441,932 restricted common shares of Gatorz; and (ii) NF Acquisition Corporation, a wholly-owned subsidiary of Gatorz, will merge with and into No Fear.

As we have no idea what any of this means, we’ll skip the speculation and just direct everyone to the entire press release which appears after the jump.
Gatorz Inc. and Simo Holdings, Inc. Announce the Signing of A Merger Agreement

OAKVILLE, ONTARIO AND CARLSBAD, CALIFORNIA, Apr 26, 2010 — Gatorz Inc. (CA:GTZ 0.04, +0.01, +14.29%) (“Gatorz”) and Simo Holdings, Inc. (“Simo Holdings”) are pleased to announce the signing of an agreement and plan of merger and reorganization (the “Merger Agreement”). The transactions contemplated by the Merger Agreement constitute the second stage of a transaction, the terms of which were originally announced by Gatorz on July 31, 2009 and set out in a binding term sheet executed on July 20, 2009. Simo Holdings currently beneficially owns 7,500,000 common shares of Gatorz, representing approximately 15.9% of the outstanding common shares of Gatorz. Pursuant to the terms of the Merger Agreement, among other things: (i) Simo Holdings will sell to Gatorz all of the shares of common stock it owns in No Fear Retail Stores, Inc. (“No Fear”), a subsidiary of Simo Holdings, in exchange for 99,075,001 common shares of Gatorz and 52,441,932 restricted common shares of Gatorz; and (ii) NF Acquisition Corporation, a wholly-owned subsidiary of Gatorz, will merge with and into No Fear. The transactions contemplated by the Merger Agreement will constitute a reverse take-over of Gatorz by No Fear. Immediately following the completion of the merger of No Fear and NF Acquisition Corporation, and without taking into account the concurrent equity financing of Gatorz, which is a closing condition under the Merger Agreement, Simo Holdings would beneficially own 159,016,933 common shares of Gatorz, which would constitute 80% of the outstanding common shares.

Concurrent with the execution of the Merger Agreement, certain shareholders of Gatorz, holding in the aggregate 52.75% of the outstanding common shares of Gatorz, have entered into voting agreements pursuant to which they have agreed to vote in favour of the merger.

The shares issuable pursuant to the Merger Agreement will, if and when issued, be issued as consideration for the sale by Simo Holdings to Gatorz of all of the shares of common stock of No Fear owned by Simo Holdings. The purchase price will be satisfied, if and when the shares are issued, by the transfer by Simo Holdings of all of the shares of common stock of No Fear owned by Simo Holdings.

The restricted common shares will have restrictions on transfer which shall only lapse and be released: (i) with respect to 17,762,500 restricted common shares when the combined company has a total of 104 stores open, inclusive of any stores in existence on April 26, 2010; (ii) with respect to 9,193,412 restricted common shares when the combined company has a total of 154 stores open, inclusive of any stores in existence on April 26, 2010; (iii) with respect to 17,762,500 restricted common shares when the common shares of the combined company trade on the TSX Venture Exchange or other stock exchange at a price of Cdn.$0.75 or more for 20 consecutive trading days, and (iv) with respect to 7,723,520 restricted common shares, when the common shares of the combined company trade on the TSX Venture Exchange or other stock exchange at a price of Cdn.$1.00 or more for 20 consecutive trading days. Any unlapsed and unreleased restricted common shares will be cancelled 10 years from the date of issuance. All voting rights, rights to dividends, and other rights incident to ownership of the restricted common shares other than the right to transfer such shares will be unrestricted and vested in Simo Holdings.

The Merger Agreement also provides that if, at any time prior to closing the transactions contemplated by the Merger Agreement, any outstanding common shares of Gatorz shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of shares, the number of shares issuable to Simo Holdings pursuant to the Merger Agreement shall be correspondingly adjusted to provide Simo Holdings with the same economic effect as contemplated by the Merger Agreement prior to such event.

Simo Holdings has entered into the Merger Agreement to integrate the business of No Fear with the business of Gatorz with a view to improving the products and operations of each of Gatorz and No Fear, to streamlining the operations of the combined business and to providing No Fear with competitive advantages in its market by, among other things, creating a supply of additional proprietary products available for sale by No Fear.

Depending on various factors Simo Holdings may in the future take such actions with respect to its stated intentions regarding its investment in Gatorz as it deems appropriate including, without limitation, making proposals to Gatorz concerning changes to capitalization, ownership structure or operations of Gatorz, acquiring additional shares, selling or otherwise disposing of some or all of its shares or changing its intention with respect to any and all matters referred to in this news release.

Neither the issuance of this news release in connection with the matters disclosed in this news release nor the filing by Simo Holdings of the report in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this news release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this news release.

This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of No Fear, Simo Holdings or Gatorz.

Gatorz

Gatorz Inc. (www.gatorz.com) designs, manufactures, and distributes performance eyewear, including sunglasses crafted from 7075 billet aluminum and from acetate. Gatorz precision built aluminum eyewear is proudly made in the USA, offering superior craftsmanship, performance and durability. Gatorz proprietary technologies include the ability to customize the frame to the wearer’s specific facial features. In addition, the Company’s lens technology, TruRay Optics, offers a comprehensive assortment of ballistic impact-proof lenses which are 100% UV blocking, optically correct and distortion free. Gatorz distribution markets include motorcycling and other motorsports, skydiving, military, off-road, action sports, hunting & fishing, and others.

Simo Holdings

The address for Simo Holdings is 1812 Aston Avenue, Carlsbad, California, 92008. For further information, including to obtain a copy of the report filed by Simo Holdings in accordance with applicable Canadian securities laws, contact:

Scott Benjamin
c/o Simo Holdings, Inc.
1812 Aston Avenue,
Carlsbad, California 92008
Telephone: 760-931-9550

{ 6 comments… read them below or add one }

Your Fat Sister April 27, 2010 at 11:38 am

*queue the sound of crickets.

bageldog May 3, 2010 at 9:23 pm

i am going to follow this closely. as no fear was involved with spy optics at one time as per other published articles i am interested in seeing what will become of them and their new assoc. with gatorz eye wear which seems to be heavy in the action sports arena. may be a big move for both companies and as we all know, competition is good in any industry.

i have always been interested in the industry that focuses on the 18 – 40 year old demographics. lets see. maybe a good investment.

i appreciate the forum boardistan has

bageldog

bsdf77ss May 7, 2010 at 7:46 am

new style of sun glasses shows up on no fear web page and sure enough it also is a gatorz product. is this another entry in to the sunglass market by no fear.. no fear put spy eyewear on the map. no fear on the rebound back to where they were the best in the action sports market. ?

shane August 9, 2010 at 7:42 pm

Bad for both – Gatorz was and still is a sinking ship that is a very old 80’s company that never broke the ice ran by a go cart driver. as for no fear, there done as well as newer companies and competitors like fox are looked at as superior brands as no fear is secondary. I see boo to the whole merge – spy rocked, but they were and have always been separate from no fear.

Jim September 25, 2010 at 9:40 pm

Take a look at who is running these companies, go kart driver and wanna be nascar driver. Both companies CEO and President have spent tons of money trying to race while not attending to business. They are trying to raise 2 Million to pay past due rent on store leases and pay vendors for past due invoices on sunglasses. Bad combination, both companies need help and they are merging. Almost like the blind leading the blind, not where I would invest my money.

liljo March 13, 2012 at 11:10 am

Anything new on ‘No Fear’ and what they are doing as a company to stay afloat?

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