Celsius issue of $2 million in preferred shares bringsDeSantis back to consumer market where he excels
Delray Beach, FL—August 11, 2008: Celsius Holdings, Inc. (OTC BB: CSUH.OB) announced it has achieved a strategic partnership agreement with company builder Carl DeSantis, majority owner of CDS Ventures of South Florida, LLC (“CDS”), for CDS to invest into Celsius Holdings, Inc.
DeSantis, formerly Chairman of the Board of Directors of Rexall Sundown, Inc., a company he founded and built into the world’s leading nutritional supplement supplier before he sold it for $1.8 billion, called Celsius “a very exciting investment for me personally.
“It will give me the opportunity to get back into the consumer market again and assist a great company get to the next level.” Founded in 1976 by DeSantis, the Boca Raton, Florida-based Rexall Sundown was sold to Royal Numico in 2000.
In June 2008, CD Financial, LLC, an affiliate of CDS, converted notes for $750,000 and received 11.1 million shares of common stock. On August 8, 2008 Celsius Holdings, Inc. entered into a securities purchase agreement (“SPA”) with CDS. Pursuant to the SPA, the Company issued 2,000 Series A preferred shares (“Preferred Shares”), as well as a warrant to purchase an additional 1,000 Preferred Shares, for a cash payment of $1.5 million and the cancellation of two notes in aggregate amount of $500,000 issued to CD Financial, LLC. This brings the total investment in Celsius by Carl DeSantis affiliated companies to $2.75 million Pursuant to the SPA, the Company entered into a registration rights agreement under which the company agreed to file a registration statement for the common stock issuable upon conversion of Preferred Shares.
According to Celsius CEO Steve Haley, “This has been a very exciting journey for us. During the due diligence period, Carl and the whole CDS team have been very helpful. Because of their strong experience and background in the consumer packaged goods arena, their guidance is helping us with everything from enhanced shelf presence to introduction to significant retailers.”
The strategic partnership has already given us clear benefits for the introduction of our new Green Teas beverage that will be launched in September,” he added.
As part of the agreement, the company’s board of directors has increased the number of members to 5 individuals and approved the membership of William Milmoe, President of CDS. CDS has the right to appoint one more individual to the company’s board of directors.
The complete agreements will be filed in a form 8-K shortly.
About Celsius Holdings, Inc.
Celsius Holdings, Inc. (OTCBB:CSUH.OB) markets Celsius®, the original, great tasting calorie burner that is backed by science, through its wholly-owned operating subsidiary, Celsius, Inc. Celsius Inc. is dedicated to providing healthier, everyday refreshment through science and innovation. Information about Celsius Holdings, Inc. is available at our website. More information about Celsius, the original, great tasting calorie burner, is available at http://dev.celsius.com
This press release may contain statements, which are not historical facts and are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of Celsius Holdings' future results of operations, financial position or state other forward-looking information. In some cases you can identify these statements by forward-looking words such as “anticipate,'' “believe,'' “could,'' “estimate,'' “expect,'' “intend,'' “may,'' “should,'' “will,'' and “would'' or similar words. You should not rely on forward-looking statements because Celsius Holdings' actual results may differ materially from those indicated by these forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations effecting our business, and other risks and uncertainties discussed in the reports Celsius Holdings files from time to time with the Securities and Exchange Commission. Celsius Holdings does not intend to and undertakes no duty to update the information contained in this press release.