Exhibit 99.1
E COM VENTURES, INC. SIGNS A LETTER OF INTENT TO ACQUIRE
FRAGRANCE RETAILER, SCENTS OF WORTH, INC.
SUNRISE, FLORIDA September 17, 2003. E COM VENTURES, INC. ("ECOM V") (NASDAQ:
ECMV) announced today that it has signed a non-binding letter of intent to
acquire all of the outstanding capital stock of Scents of Worth, Inc. ("Scents
of Worth"), a retailer of fine fragrances, with gross sales exceeding $70
million during its last fiscal year, and having over 3,000 kiosks in major
national retailers, such as, Kmart, Burlington, Loehmanns and Filenes. ECOM V
will not be acquiring the accounts receivable of Scents of Worth, Inc. in the
acquisition. Glenn and Stephen Nussdorf (the "Nussdorfs") together own a
majority interest in the parent of Scents of Worth and together own
approximately 16% of ECOM V's outstanding common stock.
Ilia Lekach, Chairman and CEO of ECOM V, the parent of fragrance retailer,
Perfumania, Inc ("Perfumania"), commented, "This is a terrific opportunity to
continue growth as a major player in the US fragrance industry. The acquisition
of Scents of Worth will enhance our relationship with suppliers and provides
economies of scale for our fixed expenses. We expect the acquisition to have
financial, operational and strategic benefits for our company."
Michael Katz, Executive Vice-President of Scents of Worth, said, "We are excited
by the opportunity to create one of the largest fragrance retailers in the U.S.
with the marketing, merchandising, and operational expertise of the combined
entity."
The letter of intent is not binding on the parties and is subject to numerous
conditions, including the negotiation and execution of a definitive acquisition
agreement, the completion of due diligence, the absence of any material adverse
change in ECOM V's or Scents of Worth's business, assets or prospects, and the
approval of the transaction by the independent members of the Board of Directors
of ECOM V. Due to the upcoming Holiday season, and the time necessary to
complete due diligence and the preparation of the final acquisition documents
and to satisfy closing conditions, an anticipated closing date is set for late
February 2004, although no assurance can be given.
ECOM V also announced today in a separate press release that it has entered into
a letter of intent to acquire certain of the assets of fragrance wholesaler,
Quality King Fragrance, Inc. ("QKF"), an affiliate of Scents of Worth.
In connection with the evaluation of the Scents of Worth and QKF acquisitions,
ECOM V, the Nussdorfs, Scents of Worth, QKF and the parent of Scents of Worth
and QKF have entered into an agreement not to disclose information exchanged in
connection with that evaluation and not to use confidential information except
for purposes of that evaluation. In addition, ECOM V has agreed to pay the
Nussdorfs and the Nussdorfs have agreed to pay ECOM V a fee of $1,000,000, if
ECOM V or the Nussdorfs, respectively, agree to any proposal received on or
before February 28, 2004 regarding a transaction with a third party involving a
sale by ECOM V, Scents of Worth or QKF of their fragrance businesses or which
would prevent, prohibit or interfere with the possible acquisitions or result in
material changes to the fragrance businesses of ECOM V or the fragrance
businesses of Scents of Worth or QKF, respectively, or their respective values,
financial conditions or prospects.
ECOM V, through its subsidiary, Perfumania, is a retailer of prestige
fragrances.
This press release includes information presented which contains forward-looking
information, including statements regarding the benefits of the acquisition of
Scents of Worth and the anticipated closing date of such acquisition. These
comments constitute forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995), which involve significant
risks and uncertainties. Actual results may differ materially from the
information discussed in these forward-looking statements. Among the factors
that could cause actual results, performance or achievement to differ materially
from those described or implied in the forward-looking statements are the
ability to satisfy the conditions contained in the letter of intent, the ability
to complete the acquisition, on a timely basis, or at all, and if the
acquisition is completed, the ability to achieve the anticipated benefits of the
acquisition, general economic conditions, future trends in sales, ECOM V's
ability to introduce new products in a cost-effective manner and other factors
included in E COM V's filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date thereof. ECOM V undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Perfumania is a trademark of Perfumania, Inc. All other trademarks are the
property of their respective owners.
FOR: E COM VENTURES, INC.
CONTACT: Ilia Lekach 954-335-9160
Mark Young 954-335-9030
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