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You Are Here: Home - Press Releases 2008

Press Releases 2008
FOR IMMEDIATE RELEASE    

KI NutriCare and Allergy Research Group Announce Expiration of Tender Offer by KI NutriCare

HAPPAUGE, New York, USA, and ALAMEDA, California, USA, September 10, 2008—KI NutriCare, Inc. and Allergy Research Group, Inc. (OTCBB: ALRG) today announced the completion of KI NutriCare’s tender offer by its wholly-owned subsidiary, Longhorn Acquisition Corp., to acquire all outstanding shares of Allergy Research Group’s common stock for $1.33 per share.

The offering period for the tender offer expired at 12:00 midnight (New York City time) at the end of Tuesday, September 9, 2008.  The depositary for the tender offer has advised KI NutriCare that, as of the expiration of the offer period, approximately 13,823,475 shares of Allergy Research Group’s common stock have been tendered (not including shares tendered by notice of guaranteed delivery), representing approximately 94.25% of the outstanding shares of Allergy Research Group’s common stock.  All shares that were validly tendered have been accepted for purchase, and KI NutriCare has or will promptly pay for all such shares.

KI NutriCare expects to effect, without a vote or meeting of Allergy Research Group’s shareholders, a short-form merger on September 12, 2008 to complete the acquisition of Allergy Research Group.  Following the merger, Allergy Research Group will be a wholly-owned subsidiary of KI NutriCare.  In the merger, each of the remaining shares of Allergy Research Group’s common stock (other than any shares in respect of which appraisal rights are validly exercised under Florida law and any shares owned by KI NutriCare, Longhorn Acquisition Corp. or any other wholly-owned subsidiaries of KI NutriCare) will be converted into the right to receive the same $1.33 in cash per share, without interest, that was paid in the tender offer.

As stated previously, the current management team for Allergy Research Group will continue involvement post-merger, with Dr. Levine providing services to the combined entity as a consultant and Manfred Salomon, the current President of Allergy Research Group, continuing to serve the combined entity as its Chief Operating Officer.

About Allergy Research Group, Inc.

Allergy Research Group, together with its wholly-owned subsidiary, Nutricology Inc., is an innovative leader in nutraceutical research and product formulation. The company has produced quality, hypoallergenic nutritional supplements since 1980 and currently supplies products to over 4,000 physicians and healthcare practitioners worldwide. Customers and healthcare professionals alike recognize the company for the quality, purity and efficacy of its targeted nutritional supplement line. Allergy Research Group has introduced a number of specialty products to the US, including melatonin (a neurohormone), germanium sesquioxide (a trace mineral), AntiOx(TM) (a broad-spectrum antioxidant), Buffered Vitamin C and Nattokinase (an enzyme derived from boiled soybeans).

About KI NutriCare, Inc.

KI Nutricare, through its wholly-owned subsidiary, Country Life, LLC, sells a wide range of nutrition products, including, an extensive line of vitamins, nutritional supplements and personal care products. KI Nutricare is a wholly-owned subsidiary of Kikkoman Corporation.

About Kikkoman Corporation

Founded in 1917 and located in Chiba, Japan, Kikkoman is the world’s largest soy sauce brewer, and has a diversification of products ranging from a comprehensive range of foodstuff to biotechnology products. Kikkoman strives to blend the best of the Kikkoman tradition with modern, technological approaches to create new products. With these products, the company’s goal is to propose well-balanced and nutritious diets that bring out the flavor of ingredients and bring happiness to the world everyday by helping to support a healthy mind and body.

Forward-Looking Statements

This press release contains "forward-looking statements" that involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding the expected timing of the completion of the transaction and statements regarding the ability to complete the transaction. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Allergy Research Group nor KI NutriCare undertakes any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

Investor Relations Contacts:

KI NutriCare, Inc.
Richard Belenski
(631) 232-5599

Allergy Research Group, Inc.
Manfred Salomon
(510) 263-2000

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FOR IMMEDIATE RELEASE    

KI NutriCare To Acquire Allergy Research Group for $1.33 Per Share in an All Cash Tender Offer Valued at Approximately $19,500,000

-Acquisition to Accelerate KI NutriCare’s Expansion in the Nutritional Supplement Industry-

HAPPAUGE, New York, USA, and ALAMEDA, California, USA, August 11, 2008—KI NutriCare, Inc. and Allergy Research Group, Inc. (OTCBB: ALRG) today announced that KI NutriCare, a wholly-owned subsidiary of Kikkoman Corporation (TSE: 2801), Longhorn Acquisition Corp., a wholly-owned subsidiary of KI NutriCare formed to effect the transaction, and Allergy Research Group have entered into a definitive agreement pursuant to which Allergy Research Group will be acquired for approximately $19,500,000 through an all cash tender offer of $1.33 per share by Longhorn Acquisition Corp.

The transaction was unanimously approved by the Board of Directors of Allergy Research Group, based in part on the recommendation of a special committee of its independent directors, and the Board of Directors of Allergy Research Group unanimously recommends that shareholders tender their shares into the tender offer. Upon completion of the acquisition, Allergy Research Group will become a wholly-owned subsidiary of KI NutriCare and will continue operations in Alameda, California.

Allergy Research Group, through its wholly-owned subsidiary, Nutricology Inc., was founded by Dr. Stephen A. Levine in 1979 to produce and sell high-quality nutritional supplement products. KI NutriCare expects the acquisition of Allergy Research Group will enhance the position of the Kikkoman group as a global player in the food and health fields by expanding their presence in the nutritional supplements business.

Under the terms of the agreement, Longhorn Acquisition Corp. will commence a cash tender offer to acquire all of the outstanding shares of Allergy Research Group common stock for $1.33 per share in cash, to be followed by a cash merger in which each remaining share of Allergy Research Group would be converted into the same $1.33 cash per share paid in the tender offer, except for shares held by stockholders who exercise appraisal rights.  Subsequent to the acquisition, Longhorn Acquisition Corp. will be merged into Allergy Research Group, and the combined entity will become a wholly-owned subsidiary of KI NutriCare. 

Dr. Levine will continue to provide services to the combined entity as a consultant. Manfred Salomon, the current President of Allergy Research Group, will also continue to serve the combined entity as its Chief Operating Officer.

The tender offer is conditioned upon, among other things, 67% of Allergy Research Group’s shares being tendered in the offer. The transaction will be financed through cash on hand.  Provided the minimum tender condition is met, the transaction is expected to close in the third quarter of 2008, subject to customary closing conditions and termination rights.  There can be no assurance that the transaction will be consummated.

About Allergy Research Group, Inc.

Allergy Research Group, together with its wholly-owned subsidiary, Nutricology Inc., is an innovative leader in nutraceutical research and product formulation. The company has produced quality, hypoallergenic nutritional supplements since 1980 and currently supplies products to over 4,000 physicians and healthcare practitioners worldwide. Customers and healthcare professionals alike recognize the company for the quality, purity and efficacy of its targeted nutritional supplement line. Allergy Research Group has introduced a number of specialty products to the US, including melatonin (a neurohormone), germanium sesquioxide (a trace mineral), AntiOx(TM) (a broad-spectrum antioxidant), Buffered Vitamin C and Nattokinase (an enzyme derived from boiled soybeans).

About KI NutriCare, Inc.

KI Nutricare, through its wholly-owned subsidiary, Country Life, LLC, sells a wide range of nutrition products, including, an extensive line of vitamins, nutritional supplements and personal care products. KI Nutricare is a wholly-owned subsidiary of Kikkoman Corporation.

Forward-Looking Statements

This press release contains "forward-looking statements" that involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including: statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of the Allergy Research Group stockholders will tender their stock in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of Allergy Research Group or KI NutriCare’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange Commission by Allergy Research Group, as well as the tender offer documents to be filed by KI NutriCare and its subsidiary and the Solicitation/Recommendation Statement to be filed by Allergy Research Group. Neither Allergy Research Group nor KI NutriCare undertakes any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

Important Additional Information

The tender offer for the outstanding common stock of Allergy Research Group referred to in this press release has not yet commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Allergy Research Group common stock will be made pursuant to an offer to purchase and related materials that KI NutriCare and its subsidiary intend to file with the U.S. Securities and Exchange Commission. At the time the tender offer is commenced, KI NutriCare and its subsidiary will file a Tender Offer Statement on Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents) with the U.S. Securities and Exchange Commission, and concurrently therewith Allergy Research Group will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. These documents will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. Investors and securityholders may acquire free copies of all of these materials (and all other materials filed by Allergy Research Group with the U.S. Securities and Exchange Commission), which will be available at no charge from the U.S. Securities and Exchange Commission through its website at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the U.S. Securities and Exchange Commission by Allergy Research Group at http://www.allergyresearchgroup.com [click here].

Investor Relations Contacts:

KI NutriCare, Inc.
Richard Belenski
(631) 232-5599

Allergy Research Group, Inc.
Manfred Salomon
(510) 263-2000

# # #

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FOR IMMEDIATE RELEASE Contact: Clinton Abbott
Investor Relations
(800) 545-9960

Allergy Research Group, Inc. Reports First Quarter Results and Announces New Manager of Sales and Marketing

ALAMEDA---------May 13, 2008--------Allergy Research Group, Inc. (OTCBB:ALRG) today announced financial results for the quarter ending March 31, 2008.

ALRG announces revenues of $4,433,248 for the quarter ended March 31, 2008, an increase of 8% compared to $4,086,717 for the same period last year. The increase in sales is a result of increased sales to our wholesale customers and to distributors. We attribute the first quarter increase in sales to a combination of the results of our promotional efforts and the upward trend in ordering patterns of the distributors.

Cost of sales increased $314,341 to $2,820,127 for the quarter ended March 31, 2008, compared to $2,505,786 for the quarter ended March 31, 2007.  The increase in cost of sales corresponds to the increase in sales.  Gross profit margins were approximately 36.4% for 2008 and 38.7% for 2007. Gross profit margins decreased approximately 2.4% for the period over period comparison primarily as a result of increased sales to distributors at lower margins than retail customers or wholesale accounts.

Net earnings after tax for March 31, 2008 and 2007 was $244,500 and $281,908, respectively.  The decrease is due primarily to increased operating expenses related to ongoing litigation.

We are also pleased to announce that Jeffrey Lipsius was hired on April 28, 2008 to fill the newly created position of Manager of Sales and Marketing. This new management structure will combine the National Accounts Manager and Customer Service Manager positions.

Reesa Sokoloff resigned her position as National Accounts Manager effective May 15, 2008 to return to practice as a licensed nutritional clinician in New York City. The former Customer Service Manager left the company in March 2008.  The combination of these two management positions will allow us to transition our Customer Service and Inside Sales Department into to one cohesive sales group.

Jeffrey comes to Allergy Research Group with 28 years of success in marketing and selling dietary supplements to the natural foods industry and to health care professionals. He has extensive experience managing all aspects of marketing and selling products to the alternative healthcare industry.  Jeffrey received his Bachelor of Arts in Psychology from Albright College in Reading, Pennsylvania.  

“We are pleased to have Jeffrey fill this important new consolidated position.  This is a positive step toward boosting our sales and marketing efforts and to improve service to our distributors, retail and professional customers,” said President, Fred Salomon.

Complete copies of the company's financial statements, including notes to the financials, can be found on its website at www.nutricology.com [click here].

About Allergy Research Group, Inc.

Allergy Research Group, Inc. is an innovative leader in nutraceutical research and product formulation. Since its inception in 1979, the company has been noted for quality, hypoallergenic nutritional supplements and supplies products to physicians and healthcare practitioners worldwide.

# # #

Except for historical information contained herein, this release contains, within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, forward-looking statements that are based on management's beliefs and assumptions, current expectations, estimates and projections. Many of the factors that will determine the Company's financial results are beyond the ability of the Company to control or predict. These statements are subject to risks and uncertainties and therefore actual results may differ materially. The Company disclaims any obligation to update any forward-looking statements whether as a result of new information, future events, or otherwise. Important factors and risks that may affect future results include but are not limited to: the impact of competitive products, changes in law and regulations, adequacy and availability of insurance coverage, availability of raw materials, dependence on distributors and customers, dependence on key personnel, litigation, limitations on future financing, the effect of adverse publicity, uncertainties relating to acquisitions, managing and maintaining growth, customer demands, as well as other risks and uncertainties that are described from time to time in the Company's filings with the Securities and Exchange Commission, copies of which are available upon request from the Company's investor relations department or via the SEC’s website located at www.sec.gov.

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FOR IMMEDIATE RELEASE Contact: Clinton Abbott
Investor Relations
(800) 545-9960

Allergy Research Group, Inc. Reports Increased Profits For 2007

ALAMEDA---------March 31, 2008--------Allergy Research Group, Inc. (OTCBB:ALRG) today announced financial results for the year ending December 31, 2007.

ALRG announces revenues of $16,725,246 for the year ended December 31, 2007, an increase of 3% compared to $16,273,465 for the year ending December 31, 2006. The increase in sales is primarily due to the introduction of new products and promotional activities.

Cost of sales increased $146,836 to $10,340,573 for the year ended December 31, 2007, compared to $10,193,737 for the year ended December 31, 2006.  The increase is due to increased sales.  Gross profit margins were approximately 38% for 2007 and 37% for 2006. Gross profit margins increased slightly for the period over period comparison primarily as a result of increased prices on 50 items beginning in February 2007.

Net earnings after tax for December 31, 2007 and 2006 were $1,123,919 and $1,095,976, respectively. The increase is primarily due to the increased sales and gross profit offset by increased operating expenses and income tax expense.

Complete copies of the company's financial statements, including notes to the financials, can be found on its website at www.nutricology.com [click here].

About Allergy Research Group, Inc.

Allergy Research Group, Inc. is an innovative leader in nutraceutical research and product formulation. Since its inception in 1979, the company has been noted for quality, hypoallergenic nutritional supplements and supplies products to physicians and healthcare practitioners worldwide.

# # #

Except for historical information contained herein, this release contains, within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, forward-looking statements that are based on management's beliefs and assumptions, current expectations, estimates and projections. Many of the factors that will determine the Company's financial results are beyond the ability of the Company to control or predict. These statements are subject to risks and uncertainties and therefore actual results may differ materially. The Company disclaims any obligation to update any forward-looking statements whether as a result of new information, future events, or otherwise. Important factors and risks that may affect future results include but are not limited to: the impact of competitive products, changes in law and regulations, adequacy and availability of insurance coverage, availability of raw materials, dependence on distributors and customers, dependence on key personnel, litigation, limitations on future financing, the effect of adverse publicity, uncertainties relating to acquisitions, managing and maintaining growth, customer demands, as well as other risks and uncertainties that are described from time to time in the Company's filings with the Securities and Exchange Commission, copies of which are available upon request from the Company's investor relations department or via the SEC’s website located at www.sec.gov.

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