Carson City, NV & Hong Kong, Oct. 10, 2017 (GLOBE NEWSWIRE) -- 12 Retech Corporation (OTC: RETC) announced that it has entered into a Letter of Intent with EP Acquisition Vehicle Corp. to acquire 100% of the stock of Colorado Trading & Clothing Company d/b/a Active Fashion Group located in Denver, Colorado in a stock for stock transaction.
The Active Fashion Group was founded in 1998 and is the designer and manufacturer of lifestyle apparel brands for active men and women under a number of proprietary brands which are Soybu, Colorado Clothing, and Tranquility brands to name a few. The Company primarily sells through major retailers including membership-only warehouse club stores, nationally recognized retail chains, major digital retailers and others. To a lesser extent, the Company also sells through their proprietary e-commerce channels, www.soybu.com, www.coloradoclothing.com, www.activewearusaoutlet.com.
Angelo Ponzetta, 12 Retech's CEO stated, "This is a perfect acquisition and the first step in the implementation of our strategies to enhance shareholder value through revenue and earnings growth. We plan to leverage Active Fashion Group's long-term relationships with major retailers to speed up the acceptance of our cutting-edge retail technology products like the 12 Mirror, 12 Mobile App and 12 Kiosk, that will benefit retailers by making 'shopping an experience again'".
Jeff Schmitt, Active Fashion Group's CEO and Founder, said, "Angelo Ponzetta and his team are a perfect fit for us. 12 Retech will give us access to the capital and expertise we need to expand and Angelo will allow us to operate Active Fashion Group as we already know how to. All of our key employees will remain and are looking forward to the synergistic relationship between 12 Retech and ourselves. I believe in what Angelo is creating with 12 Retech and that's why I agreed to take 12 Retech stock for my stock in Active Fashion Group."
Carolyn Hadden, AFG's Chief of Staff added, "We are excited to become part of 12 Retech Corporation. 12 Retech's talented team complements our experienced staff, bringing new resources and technology that will help us expand our online sales channels and our existing retail relationships such as the Hudson Group and our co-branded Soybu boutiques among many others. By offering 12 Retech’s products and technologies, we will be able to provide new and unique shopper experiences."
Angelo Ponzetta also commented, "It is exciting to know that Active Fashion Group will be the first of several planned acquisitions that we plan to operate under our newly formed 12 Retail Corporation. Because there is a great opportunity for us to expand their brands, we are currently interviewing professionals in the digital marketing industry to manage our efforts as we move forward."
Select Financial Information:
For the year ended December 31, 2016, Active Fashion Group posted net revenues of $19.3 million and a proforma adjusted EBITDA after recapture of owner perks of $1.1 million.
Most of the due diligence contingencies have been satisfied and 12 Retech Corporation estimates that the acquisition should be completed before year end. Active Fashion Group already has audited financials, which were completed to PCAOB auditing standards.
About 12 Retech Corporation:
12 Retech Corporation (OTC: RETC) is “Leading the Profitable Convergence of Retail and Online Commerce through Technology©”. The Company currently has three subsidiaries: 12 Hong Kong Limited, 12 Japan Limited and 12 Retail Corporation.
12 Retech Corporation manages our licensed technologies and is the developer, installer and operator of the proprietary technologies used in the Unifying Shopping eXperience System (“USXS”) hosted on the 12 Mirror (our interactive electronic mirrors) and the 12 Kiosk (our interactive digital displays) which can be installed in any high-traffic location and enhanced through our 12 Mobile-App. All the Company's products are uniquely designed to bridge the convergence between physical and virtual Commerce by getting consumers back out to the brick and mortar shopping centers and malls, to enjoy the next level of shopping experiences utilizing their smart phones with the 12 Mobile-App, with our in-store technologies and/or our online technologies which allow consumers to purchase products directly from videos posted online. Our technologies are created to build loyal repeat customers for our brand partners the world over. When our interactive products are placed in high-traffic locations like train stations, bus stops, airports, shopping venues and others, they provide media awareness with the ability for consumers to make purchases anywhere. 12 Retech Corporation operates through three subsidiaries; the technology development company 12 Hong Kong Limited, the operating subsidiary 12 Japan Limited which deploys our products and 12 Retail Corporation which will hold our future consumer brands and retail operations.
12 Retail Corporation — our wholly owned subsidiary — is a USA Company that is the only vertically integrated company that uses all of our technologies to enhance Commerce through all channels. Through them, we will continue to design, manufacture, import, export, sell online, have retail boutiques and sell to big-box retailers. With our direct experience in all aspects of Commerce we are uniquely positioned to understand the convergence of Online and Retail as well as the issues with their implementation. This allows 12 Retech Corporation to design and provide solutions that stay ahead of the market and solve potential implementation challenges.
For more information visit our website at www.12retech.com
12 Retech Corporation is publicly traded in the United States on the OTC Markets under the symbol: RETC
About EP Acquisition Vehicle Corp:
EP Acquisition Vehicle Corp is a special purpose vehicle ("SPV") created by the private equity firm Cleveland and Carlyle, LLC for this acquisition strategy. This transaction was sourced and arranged by Belmont Acquisitions Corp. For more information about Belmont Acquisitions please visit our website at www.belmontacquisitions.com
About Active Fashion Group:
Active Fashion Group was founded in 1998 in the health-conscious state of Colorado. All brands in the portfolio are inspired by the outgoing spirit and natural beauty of their home state. Active Fashion Group designs and distributes superior and innovative active lifestyle apparel brands. Founded as a wholesale manufacturer and distributor for lifestyle apparel, Active Fashion Group has significantly expanded its product line and distribution of unique, comfortable fabrics and designs. Its brands include Soybu, Colorado Clothing, Lola and Tranquility. For more information about Active Fashion Group, please visit us at www.activefashion.com, www.soybu.com, www.coloradoclothing.com and www.activewearUSAoutlet.com.
Safe Harbor: This document contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to successfully implement its turnaround strategy, changes in costs of raw materials, labor, and employee benefits, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this letter will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as representation by the Company or any other person that the objectives and plans of the Company will be achieved. In assessing forward-looking statements included herein, readers are urged to carefully read those statements. When used in the Annual Report on Form 10-K, the words "estimate," "anticipate," "expect," "believe," and similar expressions are intended to be forward-looking statements.