Vancouver, British Columbia / ACCESSWIRE / November 21, 2014 / Respect Your Universe, Inc. (TSX VENTURE: RYU) (OTCQB:RYUN) ("RYU"), a global performance training and fitness brand with origins in the movements and philosophy of martial artistry, created for the multi-discipline athlete, announces that it has filed a preliminary proxy statement on Schedule 14A (the "Schedule 14A") with the Securities and Exchange Commission in connection with a shareholders meeting to approve, among other things, a relocation of its corporate jurisdiction from the State of Nevada to the Province of British Columbia.
In order to effect the change in corporate jurisdiction in a tax efficient manner, the change in jurisdiction will be effected as a Plan of Share Exchange with a newly incorporated wholly-owned British Columbia subsidiary of RYU ("RYU Canada"). The change of RYU’s corporate jurisdiction will not result in any material change to RYU’s business and will not have any effect on the relative equity or voting interests of RYU’s stockholders. At the effective time of the Plan of Share Exchange, each previously outstanding common share of RYU will be automatically exchanged for one common share of RYU Canada.
RYU believes that the change of its corporate jurisdiction to the Province of British Columbia, Canada will more accurately reflect its operations, which are headquartered in and managed from the Province of British Columbia, Canada. RYU also believes that changing its corporate jurisdiction to the Province of British Columbia, Canada more accurately reflects its identity because Canada is the country from which RYU has derived much of its financing, and the common shares of RYU are listed on the TSX Venture Exchange in Canada. Furthermore, the majority of RYU’s officers and directors are located in Canada, and a large amount of RYU’s issued and outstanding stock is owned of record by persons not resident in the United States.
RYU believes that the change of its corporate jurisdiction may also enable it to qualify as a "foreign private issuer" in the United States. As a foreign private issuer, RYU believe that its regulatory compliance costs may decrease and RYU’s ability to raise capital should improve because it should, under certain circumstances, enable RYU to issue securities in private placement offerings with a four-month hold period (for which RYU believes there is more demand than there is for securities issued in a private placement with a minimum hold period of six-months, which is currently the case) without limiting RYU’s access to the U.S. capital markets.
The Plan of Share Exchange is subject to the approval by the holders of a majority of the outstanding common shares of RYU’s and the TSX Venture Exchange. The change of its corporate jurisdiction will result in changes in the rights and obligations of RYU’s current stockholders under applicable corporate laws. A detailed discussion of these differences is set forth under the section titled "Material Differences of the Rights of our Stockholders after the Change of our Corporate Jurisdiction" in the Schedule 14A.
In addition, the change of RYU’s corporate jurisdiction may have material tax consequences to stockholders which may or may not be adverse to any particular stockholder depending on the stockholder’s particular circumstances. A detailed discussion of the tax consequences is set out in the sections titled "Material United States Federal Tax Consequences" and "Material Canadian Income Tax Consequences" in the Schedule 14A.
In addition to the potential benefits described above, the Plan of Share Exchange will impose some moderate costs on RYU and will expose RYU and its stockholders to some risk, including the risk of liability for taxation and the potential for greater impediments to enforcement of judgments and orders of United States courts and regulatory authorities against RYU.
About RYU
Respect Your Universe Inc. is a global training and fitness apparel brand with origins in the movements and philosophy of martial artistry. Created specifically for the unique demands of the multi-discipline athlete, we exist to facilitate the best in human performance by delivering uncompromising style, comfort, durability and function for our athletes.
For more information go to: http://ryu.com/
RESPECT YOUR UNIVERSE, INC.
Marcello Leone, CEO, President and Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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Forward-Looking Statements
This news release contains forward-looking statements. The words "believe", "expect", "anticipate", "optimistic", "intend", "plan", "aim", "will", "may", "should", "could", "would", "likely" and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include statements pertaining to, among other things: (1) tax consequences of the Plan of Share Exchange; (2) approvals required to effect the Plan of Share Exchange; (3) anticipated benefits of the Plan of Share Exchange; and (4) the anticipated costs of the Plan of Share Exchange. The material assumptions supporting these forward-looking statements include, among other things: (1) RYU’s ability to obtain any necessary approvals; (2) continuation of current tax and regulatory regime; (3) RYU’s ability to obtain new financing; and (4) general economic and financial market conditions. These statements are not guarantees of future performance, and therefore you should not put undue reliance upon them. Some of the factors that may cause actual results to differ materially from those indicated in these statements are found in the section "Risk Factors" in the Schedule 14A and also include without limitation: (1) RYU’s inability to obtain the necessary approvals; (2) RYU’s shareholders may not approve the Plan of Share Exchange; (3) RYU’s reporting obligations will be different after RYU complete the Plan of Share Exchange; (4) the rights of RYU’s Shareholders will change as a result of the Plan of Share Exchange; and (5) the market for shares of RYU as a British Columbia corporation may differ from the market for shares of RYU as a Nevada company. The forward-looking statements contained in this news release statement reflect RYU’s views and assumptions only as of the date of news release. RYU undertakes no obligation to update or revise any forward-looking statements after the date on which the statement is made.
SOURCE: Respect Your Universe, Inc.