Abazias to be acquired by OmniReliant Holdings under LoI

Aug 07, 2008 (M2 EQUITYBITES via COMTEX) -- ORHIE | Quote | Chart | News | PowerRating -- Abazias.com (OTCBB:ABZA) , a diamond retailer, announced on Wednesday (6 August) that the company has executed a letter of intent concerning a possible acquisition by OmniReliant Holdings Inc, a designer and distributor of luxury products, of approximately 100% of the outstanding capital stock of a newly formed subsidiary from Abazias.

The letter of intent provides that Omni shall acquire the shares in exchange for 13,000,000 shares of a zero coupon convertible preferred stock, or similar agreed to security exchange.

In the event of Omni's common stock being below USD1.20 per share at closing, Omni will issue additional shares in order to make up such deficiency. The preferred stock or other mutually agreeable security is convertible into 13,000,000 shares of common stock of Omni. The value of the transaction, based upon the above calculation, will have a value to Abazias of at least USD15.6m based upon the market value of Omni's common stock at the date of closing.

The company said that to finalise the transaction Omni will need to complete due diligence on the timeframe set forth herein. It will also have to negotiate and execute binding definitive documents with Abazias, including lock-ups and obtain board, regulatory and third-party approvals as required. Finally Omni will have to enter into two year employment and non-compete agreements with Oscar Rodriguez and Jesus Diaz, currently with Abazias.

In addition the letter of intent provides USD500,000 of immediate funding to Abazias in the form of a convertible secured promissory note in the principal amount of USD500,000 issued to Omni on the principal terms and conditions provided within 10 days of signing this agreement.

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