PriceSmart, Inc. Considering
a Possible New Rights Offering
New Rights Offering Would Entitle Stockholders
to Purchase a New Debt Security
San Diego,
CA., January 11, 2006 – PriceSmart, Inc. (NASDAQ:PSMT) today announced that it
is considering a new rights offering, by which each stockholder of the Company would
be entitled to purchase new debt securities issued by the Company. It is
currently contemplated that the Company would seek to issue debt securities with
an aggregate principal amount of $75 million to $100 million and that each stockholder
of the Company would be entitled to participate on a pro-rata basis, based upon
the number of shares owned as compared to the number of outstanding shares of
common stock on the record date for this new rights offering.
The total
amount of debt securities the Company would seek to issue would depend upon
several factors, including the amount of funds raised through the exercise of
the Company's currently outstanding subscription rights to purchase its common
stock (announced on September 3, 2004 and which expires on January 31, 2006).
Other terms of the rights and the debt securities subject to the rights have
not yet been established by the Company. Possible uses of the proceeds of the
new rights offering would include funding the expansion of the Company's
membership warehouse club business, the repayment of other debt, possible
acquisitions, and/or other general corporate purposes.
It is
anticipated that the Company would register the offering under the Securities
Act of 1933, as amended, but the Company has made no definitive decision with
respect to whether or when it would conduct the new rights offering and no
record date been set.
This press
release shall not constitute an offer to sell or the solicitation of an offer
to buy any securities of the Company. The offering of any Company securities
will be made only by means of a prospectus.
About PriceSmart
PriceSmart, headquartered in
This press release may contain forward-looking
statements concerning the Company's anticipated future revenues and earnings,
adequacy of future cash flow and related matters. These forward-looking
statements include, but are not limited to, statements containing the words
"expect," "believe," "will," "may,"
"should," "project," "estimate,"
"scheduled," and like expressions, and the negative thereof. These
statements are subject to risks and uncertainties that could cause actual
results to differ materially, including the following risks: the Company had a
substantial net losses in fiscal 2003, 2004 and 2005, and may continue to incur
losses in future periods; if the Company fails to comply with covenants
governing its indebtedness, the lenders may elect to accelerate the Company’s
indebtedness and foreclose on the collateral pledged to secure the
indebtedness; the Company’s financial performance is dependent on international
operations which exposes the Company to various risks; any failure by the
Company to manage its widely dispersed operations could adversely affect the
Company’s business; although the Company has taken and continues to take steps
to improve significantly its internal controls, there may be material
weaknesses or significant deficiencies that the Company has not yet identified;
the Company faces significant competition; the Company faces difficulties in
the shipment of and inherent risks in the importation of merchandise to its
warehouse clubs; the Company is exposed to weather and other risks associated
with international operations; declines in the economies of the countries in
which the Company operates its warehouse clubs would harm its business; a few
of the Company’s stockholders have control over the Company's voting stock,
which will make it difficult to complete some corporate transactions without
their support and may prevent a change in control; the loss of key personnel
could harm the Company’s business; the Company is subject to volatility in
foreign currency exchange; the Company faces the risk of exposure to product
liability claims, a product recall and adverse publicity; a determination that
the Company's long-lived or intangible assets have been impaired could
adversely affect the Company's future results of operations and financial
position; and the Company faces increased costs and compliance risks associated
with compliance with Section 404 of the Sarbanes-Oxley Act of 2002; as well as
the other risks detailed in the Company's SEC reports, including the Company's
Form 10-K filed pursuant to the Securities Exchange Act of 1934 on
November 29, 2005. We assume no obligation and expressly disclaim any duty
to update any forward-looking statement to reflect events or circumstances
after the date of this presentation or to reflect the occurrence of
unanticipated events.
For further information, please contact Robert E.
Price, Interim Chief Executive Officer (858) 551-2336; or John M. Heffner,
Executive Vice President and Chief Financial Officer (858) 404-8826.