LOS ANGELES, Jan. 23, 2009 (GLOBE NEWSWIRE) -- Reed's, Inc. ("Reed's") (
Reed's has filed a registration statement on Form S-1 with the Securities and Exchange Commission covering this transaction and expects the commencement of the offering and distribution of rights to occur promptly following its effectiveness. A copy of the filing in its entirety is available at http://www.sec.gov.
There is no minimum subscription amount required for Reed's to consummate the rights offering and, in no event, will Reed's raise more than $10,000,000 in the rights offering, unless Reed's Board of directors waives the maximum offering amount. The record date for the distribution of the rights and the dates for both the subscription period and the expiration of the rights offering will be included in the final prospectus. Under the proposed terms of the rights offering, Reed's would distribute one right to each holder of record of every share of its common stock that is held on the record date. Each transferable right will entitle the shareholder to purchase one (1) share of common stock at a subscription price to be determined prior to the effective date of the registration statement. The subscription price per right will be set at a price between 90% of the five day volume weighted average price ("VWAP") of the common stock prior to the date of the effectiveness of the registration statement, and 115% of the 20 day VWAP of the common stock prior to the date of the effectiveness of the registration statement. However, the subscription price will not be less than $2.25 per share, although this requirement may be waived by Reed's board of directors.
Holders who fully exercise their rights will be entitled to subscribe for an additional amount of common stock in an amount equal to up to 400% of the shares of common stock for which such holder was otherwise entitled to subscribe, subject to certain limitations and subject to allotment.
Maxim Group LLC is acting as the dealer manager for the tender offer and the information agent is Mackenzie Partners. Consummation of the rights offering is subject to customary closing conditions.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The rights offering, which is expected to be launched immediately following the effectiveness of a registration statement relating to the offering, will be made only by means of a prospectus.
About Reed's, Inc.
Reed's, Inc. makes the top selling sodas in natural food markets nationwide and is currently selling in 10,500 supermarkets in natural foods and mainstream. Its six award-winning non-alcoholic Ginger Brews are unique in the beverage industry, being brewed, not manufactured and using fresh ginger, spices and fruits in a brewing process that predates commercial soft drinks. In addition, Reed's has acquired the top selling root beer line in natural foods, the Virgil's Root Beer product line, and the top selling cola line in natural foods, the China Cola product line. Other product lines include: Reed's Ginger Candies and Reed's Ginger Ice Creams. Reed's products are sold through specialty gourmet and natural food stores, supermarket chains, retail stores and restaurants nationwide, and in Canada. For more information about Reed's, please visit the company's website at: http://www.reedsgingerbrew.com or call 800-99-REEDS.
About Maxim Group LLC
Maxim Group LLC is a full-service investment banking firm headquartered in New York. Maxim Group provides a full array of financial services including investment banking; private wealth management; and global institutional equity, fixed-income and derivatives sales and trading as well as equity research. Maxim Group currently manages in excess of $4 billion in client assets. The investment banking group focuses on middle market and emerging growth companies within the energy, health care, technology, retail, and business and financial services sectors. The institutional coverage of Maxim Group spans North and South America, Europe and Asia. Maxim Group LLC is a registered as a broker-dealer with the U.S. Securities and Exchange Commission and is a member of the following: Financial Industry Regulatory Authority (FINRA); Municipal Securities Rulemaking Board (MSRB); Securities Insurance Protection Corporation (SIPC); International Securities Exchange (ISE); NASDAQ Stock Market and the NYSE Arca, Inc. To learn more about Maxim Group, visit www.maximgrp.com.
SAFE HARBOR STATEMENT
Some portions of this press release, particularly those describing Reed's goals and strategies, contain "forward-looking statements." These forward-looking statements can generally be identified as such because the context of the statement will include words, such as "expects," "should," "believes," "anticipates" or words of similar import. Similarly, statements that describe future plans, objectives or goals are also forward-looking statements. While Reed's is working to achieve those goals and strategies, actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties. These risks and uncertainties include difficulty in marketing its products and services, maintaining and protecting brand recognition, the need for significant capital, dependence on third party distributors, dependence on third party brewers, increasing costs of fuel and freight, protection of intellectual property, competition and other factors, any of which could have an adverse effect on the business plans of Reed's, its reputation in the industry or its expected financial return from operations and results of operations. In light of significant risks and uncertainties inherent in forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by Reed's that they will achieve such forward-looking statements. For further details and a discussion of these and other risks and uncertainties, please see our most recent reports on Form 10-KSB and Form 10-Q, as filed with the Securities and Exchange Commission, as they may be amended from time to time. Reed's undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
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