PHOENIX--April 1, 2003--Vital Living Inc. (OTCBB: VTLV), the Physician Nutraceutical Company(SM) today announced that it has entered into an agreement to acquire Christopher's Original Formulas ("Christopher's"), based in Springville, Utah.
Christopher's distributes their products to traditional distributors who in turn sell to the Retail Health Food Stores, health care practitioners and consumers.
Vital Living and Christopher's have committed to maintain the integrity of the original formulations that have been used by the public for over 40 years.
The acquisition will be effectuated pursuant to the terms of a definitive agreement containing appropriate representations and warranties from Vital Living and Christopher's. Vital Living contemplates that the acquisition will be structured as a merger of Christopher's into a wholly owned subsidiary of Vital Living and that the transaction shall be accounted for as a purchase.
The purchase price shall be in the form of common stock of Vital Living. Upon consummation of the acquisition, Vital Living shall issue 2,600,000 shares of common stock to Christopher's. Christopher's will have the right to receive bonus shares over the twenty-four month period following the closing, totaling a maximum of 650,000 additional shares. These bonus shares will be earned based upon determined sales and earnings targets being met. All stock will be non-registered and subject to Rule 144.
Management of Christopher's projects the next twelve-month period to have gross sales in excess of $4 million with EBITDA of $1 million. Audited financials of 2001 show revenue in excess of $3 million. The 2002 audits are still being completed, and are a requirement of closing.
According to Stuart Benson, Vice Chairman of Vital Living, "This acquisition will position Vital Living for exponential growth in the Dietary Supplement Industry. Christopher's has built an excellent reputation, since 1945, when John R. Christopher, M.H. started formulating safe and effective herbal combinations for his patients. Dr. Christopher, as his patients fondly called him, would harvest fresh herbs in the early mornings and prepare them to be made into the formulas his patients needed to become healthy."
Robert Scott, President of Christopher's Original Formulas, stated, "We are very excited about the prospect of working with Vital Living. Our two companies have certain synergies that will help us advance in the distribution of our products in the Dietary Supplement Industry."
Mr. Scott continued, "John R Christopher's philosophy consisted of cleansing, nourishing and creating the environment so that the body could heal itself. He believed that all body systems should be free flowing and that disease begins when the body was clogged up in different areas. When the body is cleansed, the body can maximize the utilization process, and receive the necessary nutrients from whole foods. The healing process can then take place naturally when the body is first prepared properly. Christopher's famous quote is 'that there are no incurable diseases, there are only incurable people'."
About Vital Living
Vital Living develops and markets evidence-based nutraceuticals formulated by physicians for distribution through physicians. The Company is developing and testing nutraceuticals in collaboration with leading medical experts based on the best available scientific evidence.
Vital Living's nutraceuticals are designed to be incorporated by physicians into a standard physician/patient program, supported by a specially designed compliance regimen. The Company's initial area of focus is cardiovascular health, the leading health concern in America affecting 60 million consumers. Essentum(TM) is currently being endorsed and prescribed at the Arizona Heart Institute as part of a comprehensive cardiovascular health program. Its cardiovascular health supplement products are also prescribed for patients in Canyon Ranch Health Resort's leading Wellness and Prevention programs in Tucson, AZ.
Except for any historical information, the matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties, including activities, events or developments that the company expects, believes or anticipates will or may occur in the future. A number of factors could cause actual results to differ from those indicated in the forward-looking statements, including the company's ability to continue to successfully market and provide its products and services and maintain their effectiveness, the continuation of the arrangements with the company's product development partners, the ability of the company to meet its financial projections, and general economic conditions. Such statements are subject to a number of assumptions, risks and uncertainties. Readers are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in the forward-looking statements. The company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information or otherwise.