WILMINGTON, DE / ACCESSWIRE / July 13, 2015 / Redux Holdings, Inc. (OTC: RDXH) is pleased to announce that the Company has executed a "Contract to Purchase" twenty percent (20%) of Volunteer Capital LLC d/b/aPriority 1 Signsâ (f/k/a BR Signs International) ("Priority 1"), a leading Florida-based seller of custom commercial signs and manufacturer of commercial equipment in exchange for common stock in RDXH and a manufacturing agreement between RDXH and Priority 1.
RDXH is the business of acquiring and commercializing unique technologies in the area of agriculture with an emphasis on sustainable food systems that are ecologically sound and may provide certain health benefits. The Company is marketing its A3 Vertical SystemÔ to farmers and selling produce to retailers in partnership with farmers. This investment in Priority 1 positions RDXH for more expansive commercial operations as it now has a dedicated manufacturer in Priority 1 and therefore an enhanced ability to deliver its A3 Vertical SystemsÔ. The Company believes that within six months it will be delivering its first self-manufactured systems to customers.
Priority 1 manufactures and installs commercial signs that it sells to real estate developers, national retailers and restaurants, airports, sports arenas and other customers. More information regarding its customers can be found at its website: www.p1signs.com. Priority 1 also consults with clients with respect to brand identity and Priority 1's management has expertise writing city and town codes that establish the guidelines with respect to sign displays and zoning and the company often enters into maintenance and service agreements with its customers post-sale. Priority 1 has millions of dollars in completed deliveries as well as signed purchase orders and its business has been growing more than fifty percent (50%) year-over-year.
Priority 1 has its own dedicated and employee-staffed manufacturing facility and sales and service teams. RDXH intends to leverage access to a significantly expanded sales force via its investment in Priority 1 and Priority 1 plans to introduce RDXH to certain of its national clients and further RDXH gains benefit from Priority 1's knowledge and experience writing municipal codes, which could be instrumental in increasing access for A3 Vertical SystemÔ sales. In addition, RDXH, through its investment in Priority 1, will offer maintenance and service agreements to its customers. In essence, RDXH and Priority 1 have structured and entered into a strategic business relationship that will allow both businesses to leverage synergies for mutual benefit including, without limitation, economies of scale in manufacturing, development, access to additional channels of distribution, cross-branding and marketing, joint research, combined sales teams and efforts, and increased access to capital.
The Contract to Purchase provides for the issuance of shares of RDXH common stock to Priority 1 at ten cents ($.10) per share and grants certain warrant rights to Priority 1 to purchase additional common stock of RDXH at twenty-five cents ($.25) per share and fifty cents ($.50) per share. Management of both RDXH and Priority 1 believe that RDXH common stock is currently undervalued and therefore mutually agreed to complete this transaction above the current market price of RDXH common stock on a cost-per-share basis. The Contract also calls for RDXH to retain Priority 1 as its manufacturer with initial contemplated purchase orders valued at $500,000 and provides RDXH with the right to increase its ownership in Priority 1 by way of a further investment of $500,000 at RDXH's option. If RDXH does not provide at least $500,000 in qualifed manufacturing purchase orders payments to Priority 1 or otherwise invest $500,000 within eighteen (18) months from the date of the Contract to Purchase, RDXH's ownership in Priority 1 may be reduced from twenty percent (20%) to not less than ten percent (10%) of Priority 1’s total issued and outstanding shares as of the date of the Contract to Purchase.
RDXH and Priority 1's respective management are confident that the synergy and potential growth that this transaction will provide for new and existing clients and shareholders of the companies will far exceed even their expectations and bring both companies to the next level of service and growth in their respective industries as the companies pursue business objectives jointly.
"The completion of this investment and joint venture signal the next phase in our aggressive growth as we lead the vertical growing system market and honor our commitment to drive shareholder value," said Alexander Woods-Leo, RDXH's CEO. "I'm very proud of this transaction, which will enable us to significantly cut production time of the A3 Vertical SystemÔ and the deal will provide substantial enhancement to our sales, services and marketing capabilities."
"We are very pleased with the final terms of our transaction and we welcome RDXH as the largest outside investor in Priority 1 and we are excited to become RDXH shareholders," said William Reicherter, Priority 1's CEO. "We plan to become the biggest and most profitable companies in our respective and combined areas – personally, I won't settle until we are number one by a large margin – we are in it to win it!"
RDXH will be holding a shareholders teleconference on July 14, 2015 at 4:00 p.m. E.S.T. The call in number is (712) 775-7031 and the access code is 146-806-642. This shareholder meeting will be roughly one hour in length. Please make sure to e-mail all questions to ir@leotekholdings.com by 3 p.m. E.S.T. on July 13, 2015 in order to have your questions addressed on the call. There will be a fifteen-minute session at the end of the call designated for questions and answers.
FORWARD-LOOKING STATEMENTS:
This press release contains statements, which may constitute "forward looking statements" within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act. The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees as of 1995. Those statements include statements regarding the intent, belief or current expectations of Redux Holdings, Inc., and members of its Management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Such risks include, but are not limited to the possibility that (1) Redux Holdings, Inc. may experience delays in the commercial operations of its A3 Vertical System(TM); and (2) the Company is the process of securing its intellectual property; and (3) sales expectations may not be realized. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
CONTACT:
Redux Holdings, Inc.(302) 235-3141
ir@leotekholdings.com
SOURCE: Redux Holdings, Inc.
