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To: All Retailers
From: Jingles the Elf, VP Corporate Communications, North Pole Christmas Industries Holding Corp.
Re: Merger
11/08/99
Winter Holidays Announce Three-Way Strategic Merger
Christmas, Hanukkah, and Kwanzaa to be combined into the world's largest winter holiday
NEW YORK, November 11, 1999 -- In a remarkable three-way merger, the leaders of the North Pole Christmas Industries Holding Group (NASDAQ: XMAS); Eight Days Inc., the parent company of Hanukkah industries (NYSE: OY); and Kwanzaa Enterprises Ltd. (NASDAQ: UMOJA); jointly announced today that they have signed a definitive merger agreement that will create the world's largest winter holiday, with an estimated combined base of over 3.5 billion participants upon completion of the deal.
The companies announced that they planned to merge their winter time observances -- Christmas, Hanukkah, and Kwanzaa -- into a newly formed public holiday called Kwanzanukkahmas. Kwanzanukkahmas will be overseen by a new company, Kwanzanukkahmas Enterprises PLC, which will trade on the NASDAQ under the "KHMAS" symbol.
Under the terms of the merger, Kwanzaa and Christmas shareholders' gift distribution will be 1:1 -- for each one gift the person usually received during their old holiday, they will receive one Kwanzanukkahmas gift. Hanukkah shareholders will have a 1:1.615 gift distribution, so they will receive 1.615 Kwanzanukkahmus gifts for every one gift of the old holiday. Hanukkah shareholders will receive additional shares because, traditionally, Hanukkah presents are sucky things like socks and dreidels.
Subject to several conditions, including regulatory approvals, approval by the companies' shareholders, and double-checking of the naughty/nice makeup of the Kwanzaa and Hanukkah observers, the transaction is expected to close in the first quarter 2000, with the first Kwanzanukkahmas gift rolling out of the elfin workshop by March 1.
Kwanzanukkahmas will be observed on December 15, ten days earlier than the traditional Christmas date and eleven days earlier than Kwanzaa. This move was made to open additional revenue opportunities following the new holiday, including longer post-event sales and additional travel and hoteling expenses due to the longer time period between Kwanzanukkahmas and New Year's Eve (NASDAQ: BOOZE).
This merger marks a culmination of aggressive growth strategies pursued independently by the three holidays. By combining their strong marketing channels, renowned customer service, the merged company should surpass all other winter holidays.
North Pole Christmas Industries Holding Group is known for its strong consumer research, marketing, and delivery channels. Eight Days Inc. is a leader in holiday extension and gift-giving-opportunity maximization; and Kwanzaa Enterprises Ltd.'s strong presence in the African-American community gives the new holiday strategic advantage over such competitors as the Winter Solstice and Pearl Harbor Day.
The new company will be led by executives from all three holidays. In the new company, Santa Claus, North Pole Christmas Industries Holding Group CEO, will be chairman; Dr. Maulana Karenga, Kwanzaa Enterprises Ltd.'s founder and chief operating officer, will be CEO; and Don Rickles, Eight Days Inc.'s president and CEO, will be president.
"I believe this marriage of equals will position the new holiday as the clear leader in the wintertime gift-giving," said Claus. "By leveraging the synergies between our operations, marketing channels and service philosophies, we will have built a solid platform to service our current members and, at the same time, accelerate our aggressive gift-buying and -giving strategy."
"Ho ho ho," he added.
"In many ways, the three holidays' vision, philosophy and growth have been a mirror image of each other since we started," said Habari Gani, Kwanzaa Enterprises Ltd. COO. "This merger combines three holidays who share a vision, and it gives us the tools to bring maximize gift-giving,"
"This unique partnership literally brings together some of the best minds in the holiday industry," said Rickles. "We believe that the exceptional pool of talent and resources from both sides will propel Kwanzanukkahmas to new heights in the rapidly growing holiday space, you hockey puck."
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