Message #19 From:
NewsBot Date: July 17, 2006 06:30:00 AM
SPGR News DGSE Companies, Inc. Announces Execution of Definitive Agreement to Acquire Superior Galleries, Inc.
DALLAS--(BUSINESS WIRE)--July 17, 2006--DGSE Companies, Inc. (Nasdaq:DGSE), which wholesales, retails and auctions fine watches, jewelry, diamonds and precious metal and rare coin products via traditional and Internet channels, today announced that it has executed a definitive agreement to acquire all of the issued and outstanding stock of Superior Galleries, Inc. (OTCBB:SPGR) in a transaction valued at $14,000,000. The acquisition is intended to enhance DGSE's already robust rare coin and precious metals businesses and bring together two established and diversified tangible asset dealers. Superior's current facility will provide the combined enterprise with a Beverly Hills, California location to expand DGSE's jewelry, diamond and fine watch businesses. Equally important will be the combined strength of DGSE and Superior in the live and internet auction sectors.
The acquisition agreement provides for the merger of Superior into a wholly-owned subsidiary of DGSE Companies, Inc. in an all-stock transaction that will be priced at a weighted average closing price of DGSE's common stock for the 20 trading days prior to closing, subject to a maximum issuance of 7,368,421 shares and a minimum issuance of 4,307,692 shares of DGSE common stock. Upon successful completion of the acquisition, Superior shareholders will own between 47 percent and 60 percent of the outstanding shares of the combined entity. Stanford Financial Group Company or one of its affiliates will become the largest stockholder of DGSE.
The acquisition is subject to a number of closing conditions, including Superior undergoing a major restructuring of its balance sheet which will reduce its total outstanding debt by at least $5,500,000. It is also contemplated that Stanford Financial Group Company, Superior's primary lender and an affiliate of Superior's largest stockholder, will provide a new secured credit facility of $11,500,000, with at least $6,000,000 available to DGSE and all of its subsidiaries.
Current DGSE management will be responsible for managing all operations of the combined companies. DGSE expects substantial continuity in the Superior staff. DGSE intends to expand the Superior numismatic auction business, leveraging the extensive experience and ongoing participation of its management team. Superior's current CEO, Silvano DiGenova, will remain with the new enterprise as the Managing Director-Numismatics, and Larry Abbott will remain as Executive Vice-President of Auctions and Sales at Superior.
The acquisition will enhance the size of DGSE and diversify its activities, making it one of the nation's largest rare coin firms. Upon the completion of the acquisition, the inventory at the current showroom facility of Superior will be significantly expanded to include a full inventory of jewelry, diamonds and fine watches. In addition, with Superior's national and international activities and through a preferred provider agreement with Stanford Coin and Bullion, DGSE expects to increase substantially its wholesale and retail precious metals business. Superior plans to expand its dynamic internet website (www.SGBH.com) significantly and to integrate the website with DGSE's websites - www.DGSE.com, www.USBullionExchange.com, www.FairchildWatches.com (Fairchild International), and www.CGDEInc.com (Charleston Gold & Diamond Exchange).
Silvano DiGenova, current Chief Executive Officer of Superior said, "As one of the largest stockholders of DGSE after this transaction is completed, I am extremely pleased with this combination. With enhanced capital and diversified operations supported by expertise in auctions, retail, wholesale and internet, we should be able to make new advances in the coin, precious metals and jewelry sectors. Additionally, the combined entities will enjoy economies of scale and the elimination of redundancy in regulatory compliance expenses."
"We view this transaction as a major opportunity for DGSE and its shareholders," noted William H. Oyster, President and Chief Operating Officer of DGSE Companies, Inc. Mr. Oyster continued, "The fastest growing segment of our business has been the rare coin business and acquiring Superior will give us depth of operations, experienced personnel, and entry into the attractive auction sector. With revenues for the combined entities more than double our current level, substantial financing in place and a history that can be traced to 1930, we believe that the infrastructure is in place to have a major impact on our revenues and earnings."
DGSE and Superior expect the acquisition to close late in October 2006, subject to the satisfaction or waiver of the various closing conditions in the acquisition agreement.
Additional Information and Where to Find It
In connection with the proposed acquisition, DGSE and Superior intend to file relevant materials with the SEC. DGSE and Superior each have filed a current report on Form 8-K related to the proposed acquisition on or before the date of this release. In the near future, DGSE intends to file a registration statement on Form S-4, which will contain a prospectus and related materials to register the DGSE common stock to be issued in the proposed acquisition, and a joint proxy statement, which DGSE and Superior plan to mail to their respective stockholders in connection with the approval of the proposed acquisition by their respective stockholders.
The current report contains, and the registration statement and the joint proxy statement/prospectus included therein will contain, important information about DGSE, Superior, the proposed acquisition and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FILINGS CAREFULLY WHEN THEY ARE AVAILABLE. Investors and security holders will be able to obtain free copies of these documents (when they become available) and other documents filed with the SEC at the SEC's web site at www.sec.gov or by calling the SEC at 1-800-SEC-0330. In addition, investors and security holders may obtain free copies of the documents filed by DGSE with the SEC by contacting DGSE Investor Relations at (972) 484-3662.
