NEW YORK--(BUSINESS WIRE)--Dec. 7, 2005--Alloy, Inc. ("Alloy")
(Nasdaq: ALOY), a media, marketing services, direct marketing and
retail company primarily targeting the dynamic Generation Y
population, today announced that its Board of Directors has approved
the spin-off of its wholly-owned subsidiary, dELiA*s, Inc.
("dELiA*s"), which currently operates Alloy's merchandising business,
and will be distributing to Alloy stockholders all outstanding shares
of dELiA*s common stock owned by Alloy. Barring unforeseen events, the
distribution is expected to occur on December 19, 2005 to Alloy
stockholders of record at the close of business on December 7, 2005.
The trading of the dELiA*s common stock on the Nasdaq National Market
is expected to begin on or about December 19, 2005 under the ticker
symbol "DLIA" with Alloy continuing to trade on the Nasdaq National
Market under the symbol "ALOY". The dELiA*s common stock may trade on
the Nasdaq National Market on a when issued basis under the symbol
"DLIAV" beginning on or about December 14, 2005. The distribution is
contingent upon dELiA*s' registration statement on Form S-1 being
declared effective by the Securities and Exchange Commission,
compliance with applicable federal and state securities laws and
satisfaction of various legal, contractual and other requirements.
In connection with the spin-off, Alloy holders of record will
receive a pro-rata distribution in a ratio of one share of dELiA*s
common stock for every two shares of Alloy common stock held as of the
record date, and a cash payment in lieu of any fractional shares.
There were 46,645,938 shares of Alloy common stock outstanding at
September 30, 2005, and there will thus be approximately 23,323,000
shares of dELiA*s common stock issued in the spin-off.
Alloy expects to receive an opinion from its tax advisors that the
distribution should be tax-free for federal income tax purposes to
Alloy and its stockholders, except for cash received by stockholders
instead of fractional shares.
A registration statement relating to dELiA*s, Inc. common stock
has been filed with the SEC, but has not yet become effective.
Accordingly, dELiA*s securities may not be sold, nor may offers to buy
be accepted, prior to the time the registration statement becomes
effective. This announcement shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state.
Copies of the preliminary prospectus relating to the dELiA*s
securities may be obtained from Edward Taffet, General Counsel of
dELiA*s. Mr. Taffet can be reached at 435 Hudson Street, New York, New
York 10014, telephone (212) 807-9060 or by email at
spinoff@delias.com.
About Alloy, Inc.
Alloy, Inc. is a media, marketing services, direct marketing and
retail company primarily targeting Generation Y, a key demographic
segment comprising the more than 60 million boys and girls in the
United States between the ages of 10 and 24. Alloy's convergent media
model uses a wide range of media assets to reach more than 31 million
Generation Y consumers each month and is comprised of two distinct
businesses: Alloy Media + Marketing and dELiA*s, Inc. Alloy Media +
Marketing is one of the largest providers of targeted media and
promotional marketing programs incorporating such industry- recognized
divisions as Alloy Marketing & Promotions (AMP), 360 Youth, American
Multicultural Marketing (AMM), Market Place Media (MPM), Alloy
Education, Alloy Entertainment, and Alloy Out-of-Home. Working with
these groups, marketers can connect with their targeted audience
through a host of advertising and marketing programs incorporating
Alloy's wide ranging media and marketing assets such as direct mail
catalogs, college and high school newspapers, Web sites, display media
boards, college guides, and promotional events. dELiA*s, Inc., our
direct marketing and retail store subsidiary, includes the dELiA*s,
Alloy, and CCS brand names and sells apparel, accessories, footwear,
room furnishings and action sports equipment directly to the youth
market through catalogs, websites and retail stores. For further
information regarding Alloy, please visit our corporate website at
(www.alloyinc.com).
About dELiA*s, Inc.
dELiA*s, Inc. currently is a wholly-owned subsidiary of Alloy and
is a direct marketing and retail company comprised of three lifestyle
brands primarily targeting consumers between the ages of 12 and 19.
Its brands - dELiA*s, Alloy and CCS are well-established,
differentiated, lifestyle brands that generate revenue by selling
apparel, accessories, footwear, room furnishings and action sports
equipment predominantly to teenage consumers through direct mail
catalogs, websites and, for dELiA*s, mall-based specialty retail
stores.
This announcement may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, including statements
regarding our expectations and beliefs regarding our future results or
performance. Because these statements apply to future events, they are
subject to risks and uncertainties. When used in this announcement,
the words "anticipate", "believe", "estimate", "expect",
"expectation", "project" and "intend" and similar expressions are
intended to identify such forward-looking statements. Our actual
results could differ materially from those projected in the
forward-looking statements. Additionally, you should not consider past
results to be an indication of our future performance. Factors that
might cause or contribute to such differences include, among others,
our ability to: increase revenues; generate high margin sponsorship
and multiple revenue streams; increase visitors to our Web sites
(www.alloy.com, www.delias.com, and www.ccs.com) and build customer
loyalty; develop our sales and marketing teams and capitalize on these
efforts; develop commercial relationships with advertisers and the
continued resilience in advertising spending to reach the teen market;
manage the risks and challenges associated with integrating newly
acquired businesses; and identify and take advantage of strategic,
synergistic acquisitions and other revenue opportunities. Other
relevant factors include, without limitation: our competition;
seasonal sales fluctuations; the uncertain economic and political
climate in the United States and throughout the rest of the world, and
the potential that such climate may deteriorate further; and general
economic conditions. For a discussion of certain of the foregoing
factors and other risk factors see the "Risk Factors That May Affect
Future Results" section included in our annual report on Form 10-K for
the year ended January 31, 2005, which is on file with the Securities
and Exchange Commission. We do not intend to update any of the
forward-looking statements after the date of this announcement to
conform these statements to actual results, to changes in management's
expectations or otherwise, except as may be required by law.
CONTACT: Alloy, Inc.
James K. Johnson, 212-244-4307
SOURCE: Alloy, Inc.