Aurafin and OroAmerica Agree to Merger

Apr 25, 2001, 01:00 ET from Aurafin

    TAMARAC, Fla., April 25 /PRNewswire/ -- Aurafin LLC, a privately held
 company and OroAmerica Inc. (Nasdaq:   OROA), jointly announced today that they
 have agreed, subject to approval by the OroAmerica stockholders and certain
 other conditions, to a merger in which OroAmerica would become a wholly owned
 subsidiary of Aurafin, and OroAmerica common stock would be converted into the
 right to receive $14.00 per share.
     Both companies manufacture and distribute karat gold jewelry products and
 serve most large U.S. retailers.
     Guy Benhamou, chairman and CEO of OroAmerica, stated that the merger will
 provide all stockholders of OroAmerica the opportunity to realize a
 significant premium for their shares, which, on April 24, had a closing market
 price of $9.60. Benhamou has agreed to continue as president of the OroAmerica
 subsidiary following the merger.
     The merger is subject to Aurafin's consummating financing for the merger
 price and for the credit and capital needs of the combined companies. Michael
 Gusky, chairman and CEO of Aurafin, stated that Aurafin has obtained written
 financing commitments which, subject to satisfaction of specified conditions,
 would provide the required financing.
     Gusky added: "The consolidation that is occurring in retail has created
 larger customers requiring stronger suppliers with greater focus and logistics
 expertise. Aurafin will benefit from the addition of OroAmerica's extensive
 manufacturing facilities and proprietary jewelry lines. Aurafin and OroAmerica
 share an enthusiasm for innovation, product quality and customer satisfaction.
 These shared values make this transaction very desirable for our companies and
 our customers."
     Benhamou added: "OroAmerica's unique price-pointed products are a perfect
 complement to Aurafin's fashion-oriented products, resulting in a full
 spectrum of products and price points."
     Other conditions to the merger include the expiration or termination of
 the waiting period under the Hart-Scott Rodino Antitrust Improvements Act, as
 amended. No date was announced for the special meeting of OroAmerica
 stockholders to vote on the merger, but Benhamou said that notice of the
 special meeting will be given promptly after clearance of preliminary proxy
 solicitation material to be filed with the Securities and Exchange Commission.
 Benhamou also said that, in light of the proposed merger, the Annual Meeting
 of Stockholders scheduled for June 7, 2001, is indefinitely postponed and will
 be deemed cancelled if the merger is completed.
     Safe Harbor Statement under the Private Securities Litigation Reform Act
 of 1995: Certain statements contained in this news release, which are not
 historical facts, may be deemed forward-looking statements and involve a
 number of risks and uncertainties. OroAmerica Inc.'s actual results may differ
 materially from the expectations expressed in such forward-looking statements.
 Among the factors that could cause actual results to differ materially are
 business, economic and industry conditions in OroAmerica Inc.'s markets,
 fluctuations in the price of gold, competitive conditions, and other risks
 detailed from time to time in OroAmerica Inc.'s filings with the Securities
 and Exchange Commission, including but not limited to, OroAmerica Inc.'s
 Annual Report on Form 10-K for the year ended Feb. 2, 2001, and OroAmerica's
 Quarterly Report on Form, 10-Q for the period ended Oct. 27, 2000.
 
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SOURCE Aurafin
    TAMARAC, Fla., April 25 /PRNewswire/ -- Aurafin LLC, a privately held
 company and OroAmerica Inc. (Nasdaq:   OROA), jointly announced today that they
 have agreed, subject to approval by the OroAmerica stockholders and certain
 other conditions, to a merger in which OroAmerica would become a wholly owned
 subsidiary of Aurafin, and OroAmerica common stock would be converted into the
 right to receive $14.00 per share.
     Both companies manufacture and distribute karat gold jewelry products and
 serve most large U.S. retailers.
     Guy Benhamou, chairman and CEO of OroAmerica, stated that the merger will
 provide all stockholders of OroAmerica the opportunity to realize a
 significant premium for their shares, which, on April 24, had a closing market
 price of $9.60. Benhamou has agreed to continue as president of the OroAmerica
 subsidiary following the merger.
     The merger is subject to Aurafin's consummating financing for the merger
 price and for the credit and capital needs of the combined companies. Michael
 Gusky, chairman and CEO of Aurafin, stated that Aurafin has obtained written
 financing commitments which, subject to satisfaction of specified conditions,
 would provide the required financing.
     Gusky added: "The consolidation that is occurring in retail has created
 larger customers requiring stronger suppliers with greater focus and logistics
 expertise. Aurafin will benefit from the addition of OroAmerica's extensive
 manufacturing facilities and proprietary jewelry lines. Aurafin and OroAmerica
 share an enthusiasm for innovation, product quality and customer satisfaction.
 These shared values make this transaction very desirable for our companies and
 our customers."
     Benhamou added: "OroAmerica's unique price-pointed products are a perfect
 complement to Aurafin's fashion-oriented products, resulting in a full
 spectrum of products and price points."
     Other conditions to the merger include the expiration or termination of
 the waiting period under the Hart-Scott Rodino Antitrust Improvements Act, as
 amended. No date was announced for the special meeting of OroAmerica
 stockholders to vote on the merger, but Benhamou said that notice of the
 special meeting will be given promptly after clearance of preliminary proxy
 solicitation material to be filed with the Securities and Exchange Commission.
 Benhamou also said that, in light of the proposed merger, the Annual Meeting
 of Stockholders scheduled for June 7, 2001, is indefinitely postponed and will
 be deemed cancelled if the merger is completed.
     Safe Harbor Statement under the Private Securities Litigation Reform Act
 of 1995: Certain statements contained in this news release, which are not
 historical facts, may be deemed forward-looking statements and involve a
 number of risks and uncertainties. OroAmerica Inc.'s actual results may differ
 materially from the expectations expressed in such forward-looking statements.
 Among the factors that could cause actual results to differ materially are
 business, economic and industry conditions in OroAmerica Inc.'s markets,
 fluctuations in the price of gold, competitive conditions, and other risks
 detailed from time to time in OroAmerica Inc.'s filings with the Securities
 and Exchange Commission, including but not limited to, OroAmerica Inc.'s
 Annual Report on Form 10-K for the year ended Feb. 2, 2001, and OroAmerica's
 Quarterly Report on Form, 10-Q for the period ended Oct. 27, 2000.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X86871256
 
 SOURCE  Aurafin