On
January 5, 2009, New Century Equity Holdings Corp. issued the following press
release:
NEW
CENTURY COMMENCES SOLICITATION OF STOCKHOLDERS TO APPROVE ACQUISITION OF
WILHELMINA INTERNATIONAL, LTD. AND ITS AFFILIATED COMPANIES
Annual
Meeting of Stockholders to Approve Wilhelmina Acquisition Scheduled
for February 5, 2009
DALLAS,
Jan. 5 /PRNewswire-FirstCall/ – New Century Equity Holdings Corp. (OTCBB:NCEH)
today announced it has begun soliciting New Century stockholders to vote on the
company’s proposed acquisition of Wilhelmina International, Ltd. and its
affiliated companies, including Wilhelmina Models, Wilhelmina Miami, Wilhelmina
Film & TV and Wilhelmina Artist Management, and certain related
matters. The definitive proxy statement with respect to the
acquisition was mailed to stockholders of record as of December 19, 2008 last
week. The proposals contained in the proxy statement will be submitted to a vote
of the stockholders at New Century’s annual meeting of stockholders, which is
scheduled to be held at 11:00 a.m. CST on February 5, 2009 at the company’s
headquarters in Dallas, Texas.
“The
stockholder vote is an important step required to close the Wilhelmina
transaction and we are pleased to have reached this point,” said Mark Schwarz,
acting chief executive officer of New Century. “Approval by stockholders of the
transaction, including a change in New Century’s name to Wilhelmina
International, Inc., will be the launching point for us as we seek to capitalize
on Wilhelmina’s longstanding reputation and history of success in the model
management industry worldwide. As a new publicly-held company,
Wilhelmina will seek opportunities to grow in a number of exciting areas,
including artist management, television production and through possible future
acquisitions.”
On August
26, 2008, New Century announced that it had entered into a definitive agreement
to acquire the Wilhelmina companies, subject to stockholder approval and other
closing conditions.
Wilhelmina
Models, founded 40 years ago by successful model Wilhelmina Cooper, is today one
of the largest and most successful model management companies in the world
representing women, men and children through its offices in New York, Los
Angeles, and Miami. As an innovator in the industry, Wilhelmina Models became
the first fashion company to develop a specific division to exclusively
represent premier talent in the worlds of music, sports and entertainment.
Today, that division, called Wilhelmina Artist Management, is one of the top in
the industry with a roster that includes music superstars Fergie, Natasha
Bedingfield, Ciara, Brandy, and many others. In addition, the sports roster has
golf teaching legend David Leadbetter and the recently created Wilhelmina 7.
Wilhelmina Artist Management helps create, develop, and maintain the brand
identity of artists and athletes by securing major fashion campaigns,
endorsements, marketing opportunities and tour sponsorships. The Division has
secured commercial endorsements, fashion campaigns and sponsorships for its
artists with companies such as Candie’s shoes, Coca-Cola, Cover Girl, Dessert
Beauty, Donna Karan, Hershey’s, Hugo Boss, L’Oreal, Mattel, Nautica, Nestle,
Nike, and Pizza Hut.
The
Wilhelmina acquisition is expected to close in the first quarter of 2009 to the
extent the transaction is approved by the stockholders at the annual meeting and
the remaining closing conditions are satisfied.
Cautionary Note Regarding
Forward-looking Statements: Information in this press release
that involves the expectations, plans, intentions or strategies of New Century
Equity Holdings Corp. (“New Century”) regarding the future are forward-looking
statements that are not facts and involve a number of risks and
uncertainties. In this release, they are identified by references to
dates after the date of this release and words such as “will,” “remains,” “to
be,” “plans,” “believes,” “may,” “expects,” “intends,” and similar
expressions. Factors that could cause New Century’s actual future
results to differ materially from those expressed in the forward-looking
statements set forth in this release include, but are not limited to, the timing
and successful completion of the acquisition of Wilhelmina International, Ltd.
and its affiliated companies (the “Wilhelmina Companies”), New Century’s success
in integrating the operations of the Wilhelmina Companies in a timely manner, or
at all, and New Century’s ability to realize the anticipated benefits of the
transaction to the extent, or in the timeframe, anticipated. Other
such factors include any additional risk factors identified in New Century’s
definitive proxy statement filed with the Securities and Exchange Commission on
December 22, 2008. The forward-looking statements in this release are
based upon information available to New Century as of the date of this release,
and New Century assumes no obligation to update any such forward-looking
statements. Forward-looking statements believed to be true when made
may ultimately prove to be incorrect. These statements are not
guarantees of future performance and are subject to risks, uncertainties and
other factors, some of which are beyond our control and may cause actual results
to differ materially from our current expectations.
STOCKHOLDERS
OF NEW CENTURY AND OTHER INTERESTED PERSONS ARE ADVISED TO READ NEW CENTURY’S
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH NEW CENTURY’S SOLICITATION OF
PROXIES FOR THE ANNUAL MEETING BECAUSE THIS DOCUMENT CONTAINS IMPORTANT
INFORMATION ABOUT NEW CENTURY AND THE PROPOSED ACQUISITION OF THE WILHELMINA
COMPANIES. THE DEFINITIVE PROXY STATEMENT HAS BEEN MAILED TO STOCKHOLDERS OF
RECORD AS OF DECEMBER 19, 2008. STOCKHOLDERS MAY ALSO OBTAIN A COPY OF THE
DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, AT THE SEC’S INTERNET SITE AT
HTTP://WWW.SEC.GOV OR BY DIRECTING A REQUEST TO: NEW CENTURY EQUITY HOLDINGS
CORP., 200 CRESCENT COURT, SUITE 1400, DALLAS, TEXAS 75201, ATTENTION: MARK E.
SCHWARZ.