American Leisure Holdings Announces Execution of Term Sheet for Acquisition of a Controlling Interest in Vici Marketing Group LL
27 September 2005 - 12:28AM
Business Wire
American Leisure Holdings, Inc. (OTCBB:AMLH) announced today that
it has entered into a non-binding term sheet for the acquisition of
a controlling interest in Vici Marketing Group, LLC ("VICI"), a
direct marketing company formed in 2001. VICI specializes in a
variety of sophisticated marketing and distribution activities,
including direct response television, database mining,
telemarketing and direct mail. VICI serves a growing customer base
located in the United States and internationally. VICI's
headquarters are in Clearwater, Florida. It also has offices in New
York and the United Kingdom. VICI had revenues of approximately
$10,267,971.00 for the year ended December 31, 2004. AMLH proposes
to acquire the interest in VICI through the merger of VICI and a
newly created subsidiary of AMLH. AMLH will hold an 81% interest in
the resulting company, with the current managers of VICI holding
the remaining 19%. AMLH will have an option to acquire this 19%
commencing five years after the closing. At the time of the
acquisition, AMLH will issue 235,000 shares of common stock to the
current owners of VICI. Additionally, AMLH will agree to issue up
to 2,000,000 additional shares of AMLH to the managers of the new
subsidiary over a five-year period after the closing. The shares
will be conveyed on an annual basis based on the net after tax
income of the resulting company during this period. In particular,
AMLH will issue one share of common stock for every $15 of net
after tax income generated by the business. In connection with the
acquisition, AMLH will also issue shares of AMLH's Series E
Preferred Stock with a liquidation preference of $2,500,000 to
Stanford Financial Group in exchange for Stanford's transfer of its
rights in loans made by Stanford to VICI with an outstanding
balance of approximately $2,500,000. Stanford is a principal owner
of VICI and a major shareholder of AMLH. The term sheet provides
that the parties will use their best efforts to negotiate and
execute definitive agreements and close the acquisition as soon as
practicable. The parties currently expect to close the transaction
by October 30, 2005. The completion of the closing will be subject
to customary closing conditions. AMLH's President and CEO, Malcolm
Wright, stated, "The acquisition of Vici Marketing Group, LLC will
allow our vacation resort development and travel companies to have
more complete access to product distribution utilizing Vici's
technology and marketing expertise. In addition, Vici's particular
expertise in database mining and direct response marketing should
create new opportunities for our companies to reach the target
markets for our vacation resort development properties and our
travel opportunities. I anticipate that the existing sales velocity
at Sonesta Orlando Resort at Tierra Del Sol will increase as a
result of this acquisition and should also enhance our ability to
acquire other properties in the Orlando area." Scott Roix, Vici
Marketing Group's Chairman and CEO stated, "VICI's acquisition by
American Leisure Holdings is expected to significantly expand our
existing business and provide us with future growth opportunities
in the vacation resort home sales market." About American Leisure
Holdings, Inc. American Leisure Holdings Inc. (AMLH) is a travel
services distribution and travel destination development company.
The Travel Division is comprised of TraveLeaders, a travel agency
and services company, and Hickory Travel Systems, Inc., which
operates a well-established travel distribution network. AMLH's
plan is to develop, sell and manage vacation resorts, to
selectively acquire travel companies, and to expand its affiliated
travel network within AMLH's business model for an integrated
travel distribution company. The Company is working to develop
innovative travel and communication technologies to enhance its
competitive position in the travel management and vacation resort
development arenas. The Company seeks to take advantage of the
natural synergy between travel distribution and the management and
development of travel destinations. This synergy is expected to
enhance the performance of the AMLH Vacation Resort Development
Division that is currently engaged in the development in Central
Florida of the Sonesta Orlando Resort at Tierra Del Sol, a 972-unit
vacation home resort, as well as in the planning stage of another
vacation resort property. Forward-Looking Statement: This press
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. The
statements regarding AMLH in this release that are not historical
in nature, particularly those that utilize terminology such as
"may," "will," "should," "likely," "expects," "anticipates,"
"estimates," "believes" or "plans," or comparable terminology, are
forward-looking statements based on current expectations about
future events, which AMLH has derived from the information
currently available to it. These forward-looking statements involve
known and unknown risks and uncertainties that may cause AMLH's
results to be materially different from results implied in such
forward-looking statements. Important factors known to AMLH that
could cause forward-looking statements to turn out to be incorrect
are identified and discussed from time to time in AMLH's filings
with the Securities and Exchange Commission. The forward-looking
statements contained in this release speak only as of the date
hereof, and AMLH undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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