Exhibit 99.7
FOR IMMEDIATE RELEASE
SUPERIOR GALLERIES, INC. ANNOUNCES AMENDMENT OF AGREEMENT TO BE
ACQUIRED BY DGSE COMPANIES, INC., NEW MANAGEMENT
BEVERLY HILLS, CA (January 9, 2007) - Superior Galleries, Inc. (OTCBB: SPGR),
which wholesales, retails and auctions rare coin products via traditional and
Internet channels, today announced that it has executed an amended and restated
agreement to be acquired by DGSE COMPANIES, INC. (Nasdaq: DGSE) and a management
agreement with DGSE's acquisition subsidiary to manage the day-to-day operations
of Superior.
Pursuant to the revised merger agreement, Superior will still be merged into a
wholly-owned subsidiary of DGSE in an all-stock transaction. However, among
other things, the following terms of the acquisition have been modified. First,
the purchase price has been reduced such that all of the outstanding Superior
common shares will be exchanged for 3,700,000 DGSE common shares. Thus, after
the acquisition, Superior shareholders will own approximately 43 percent of the
outstanding shares of the combined entity. Second, the exchange rate for the
exchange of the Stanford International Bank Ltd. (SIBL) debt into equity was
reduced from $2.00 to $1.70 per share. The amount of debt to be exchanged at the
time of the merger is $8.4 million.
Third, the acquisition has been re-structured into a two-step transaction. In
the first step of the transaction, which was completed on January 6, 2007,
Silvano DiGenova resigned as Chief Executive Officer, President, interim Chief
Financial Officer and Chairman of Superior. In accordance with the management
agreement, William Oyster (COO of DGSE) has been appointed the new interim Chief
Executive Officer of Superior, Scott Williamson (Executive Vice-President of
DGSE) has been appointed the new interim Chief Operating Officer of Superior and
John Benson (Chief Financial Officer of DGSE) has been appointed the new
Vice-President, Finance and interim Chief Financial Officer of Superior. In
accordance with the revised merger agreement, all members of the Superior board
other than Mitch Stolz and David Rector have resigned, and Scott Williamson,
John Benson and William Oyster of DGSE were appointed to fill the vacancies on
the Superior board. SIBL has increased the line of credit available to Superior
under the existing Loan and Security Agreement to approximately $20 million.
In the second step of the transaction, Stanford is expected to exchange
approximately $8.4 million of its loans for approximately 5 million Superior
common shares, and the parties will consummate the merger of Superior with and
into a wholly owned subsidiary of DGSE. The acquisition remains subject to a
number of closing conditions, including the approval of the stockholders of both
companies and the effectiveness of a registration statement on a Form S-4.
DGSE and Superior expect the acquisition to close late in March 2007, 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 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 Superior with the SEC by contacting Superior
Investor Relations at (800) 421-0754.
PARTICIPATION IN SOLICITATIONS
DGSE and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of DGSE in
connection with the proposed transaction described herein. Information regarding
the special interests of these directors and executive officers in the
transaction described herein will be included in the joint proxy
statement/prospectus described above. Additional information regarding these
directors and executive officers is also included in DGSE's proxy statement for
its 2006 Annual Meeting of Stockholders, which was filed with the SEC on or
about June 23, 2006. This document is available free of charge at the SEC's web
site at www.sec.gov and from DGSE by contacting DGSE Investor Relations at (972)
484-3662.
Superior and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of DGSE in
connection with the proposed transaction described herein. Information regarding
the special interests of these directors and executive officers in the
transaction described herein will be included in the joint proxy
statement/prospectus described above. Additional information regarding these
directors and executive officers is also included in Superior's proxy statement
for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on or
about October 6, 2005. This document is available free of charge at the SEC's
web site at www.sec.gov and from Superior by contacting Superior Investor
Relations at (800) 421-0754.
ABOUT SUPERIOR GALLERIES, INC.
Superior Galleries, Inc. is a publicly traded company, acting as a dealer and
auctioneer of rare coins and other fine collectibles. Headquartered in Beverly
Hills, California, the firm markets its products through auctions (both live
events and on the World Wide Web), its nationwide sales force, its gallery in
Beverly Hills and via the company's web site at www.SGBH.com.
Stanford Coins & Bullion is a member of the Stanford Financial Group, an
international network of affiliated companies that together form a powerful
resource of financial services. Located in Houston, Texas, the company markets
its products through its retail sales force and the company's web site.
ABOUT DGSE COMPANIES, INC.
DGSE Companies, Inc. wholesales and retails jewelry, diamonds, fine watches and
precious metal bullion products and rare coins to domestic and international
customers through its Dallas Gold and Silver Exchange and Charleston Gold and
Diamond Exchange subsidiaries and well as through the Internet and World Wide
Web. DGSE also owns Fairchild International, Inc., one of the largest vintage
watch wholesalers in the country. In addition to its retail facilities, DGSE has
online stores and conducts live Internet auctions which can be accessed at
www.dgse.com and www.CGDEInc.com. Real-time price quotations and real-time order
execution in precious metals are provided on another DGSE web site at
www.USBullionExchange.com. Wholesale customers can access our full vintage watch
inventory through the restricted site at www.FairchildWatches.com.
DGSE is headquartered in Dallas, Texas and its common stock trades on The Nasdaq
Stock Market(R) under the symbol "DGSE".
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS. THIS PRESS RELEASE CONTAINS
STATEMENTS REGARDING THE PROPOSED TRANSACTION BETWEEN DGSE AND SUPERIOR, THE
EXPECTED TIMETABLE FOR COMPLETING THE TRANSACTION, FUTURE FINANCIAL AND
OPERATING RESULTS, BENEFITS AND SYNERGIES OF THE PROPOSED TRANSACTION, THE
ABILITY OF DGSE TO INTEGRATE THE BUSINESS, OPERATIONS AND PERSONNEL OF SUPERIOR
FOLLOWING THE ACQUISITION, AND OTHER STATEMENTS ABOUT DGSE AND SUPERIOR'S
MANAGEMENTS' FUTURE EXPECTATIONS, BELIEFS, GOALS, PLANS OR PROSPECTS THAT ARE
BASED ON CURRENT EXPECTATIONS, ESTIMATES, FORECASTS AND PROJECTIONS ABOUT DGSE
AND SUPERIOR AND THE COMBINED COMPANY, AS WELL AS DGSE'S AND SUPERIOR'S AND THE
COMBINED COMPANY'S FUTURE PERFORMANCE AND THE INDUSTRIES IN WHICH DGSE AND
SUPERIOR OPERATE AND THE COMBINED COMPANY WILL OPERATE, IN ADDITION TO
MANAGEMENTS' ASSUMPTIONS. THESE STATEMENTS CONSTITUTE FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
WORDS SUCH AS "EXPECTS," "ANTICIPATES," "TARGETS," "GOALS," "PROJECTS,"
"INTENDS," "PLANS," "BELIEVES," "SEEKS," "ESTIMATES," "WILL" AND VARIATIONS OF
SUCH WORDS AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING
STATEMENTS WHICH ARE NOT STATEMENTS OF HISTORICAL FACTS. THESE FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE CERTAIN RISKS,
UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO ASSESS. THEREFORE, ACTUAL
OUTCOMES AND RESULTS MAY DIFFER MATERIALLY FROM WHAT IS EXPRESSED OR FORECASTED
IN SUCH FORWARD-LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES ARE BASED UPON
A NUMBER OF IMPORTANT FACTORS INCLUDING, AMONG OTHERS: THE ABILITY TO CONSUMMATE
THE PROPOSED ACQUISITION; POTENTIAL DIFFICULTIES IN OTHERWISE MEETING CLOSING
CONDITIONS SET FORTH IN THE DEFINITIVE MERGER AGREEMENT ENTERED INTO BY DGSE AND
SUPERIOR; DIFFICULTIES AND DELAYS IN OBTAINING REGULATORY APPROVALS FOR THE
PROPOSED ACQUISITION; DIFFICULTIES AND DELAYS IN INTEGRATION OR ACHIEVING
SYNERGIES AND COST SAVINGS; DIFFICULTIES REGARDING THE EXECUTION OF THE BUSINESS
PLAN FOR THE COMBINED COMPANIES; CONTINUED ACCEPTANCE OF THE SUPERIOR'S PRODUCTS
AND SERVICES IN THE MARKETPLACE; COMPETITIVE FACTORS; THE COOPERATION AND
SUPPORT OF THE COMPANIES' LENDERS FOR THE PROPOSED ACQUISITION; FLUCTUATIONS IN
THE SECONDHAND MARKET; EXISTING AND FUTURE LITIGATION; AND OTHER RISKS DETAILED
IN THE COMPANIES' RESPECTIVE PERIODIC REPORT FILINGS WITH THE SEC. FOR A LIST
AND DESCRIPTION OF RISKS AND UNCERTAINTIES RELATING TO DGSE AND SUPERIOR AND
THEIR RESPECTIVE BUSINESSES, REFER TO DGSE'S FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2005 AND SUPERIOR'S FORM 10-K FOR THE YEAR ENDED JUNE 30, 2005, AS
WELL AS OTHER FILINGS BY DGSE AND SUPERIOR WITH THE SEC. THESE FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS RELEASE AND, EXCEPT AS REQUIRED
UNDER THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS OF THE SEC,
DGSE DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE ANY FORWARD-LOOKING
STATEMENTS AFTER THE DISTRIBUTION OF THIS PRESS RELEASE, WHETHER AS A RESULT OF
NEW INFORMATION, FUTURE EVENTS, DEVELOPMENTS, CHANGES IN ASSUMPTIONS OR
OTHERWISE.
For further information, please contact:
William H. Oyster, Interim Chief Executive Officer of Superior at (800) 421-0754