Victory Electronic Cigarettes and FIN Branding Group Sign Definitive Merger Agreement to Create One of the World's Largest

Victory Electronic Cigarettes and FIN Branding Group Sign Definitive Merger 
Agreement to Create One of the World's Largest Independent
ECIG Companies 
- Propels entity into one of the leading independent ecig companies
worldwide 
- Combines sales depth of FIN and supply chain capabilities of
Victory to capture significant cost and revenue synergies 
SPRING LAKE, MICHIGAN -- (Marketwired) -- 02/12/14 -- Victory
Electronic Cigarettes Corporation (OTCQB:ECIG), and FIN Branding
Group announced today an agreement to merge their two companies and
create one of the leading electronic cigarettes companies in the
world. The companies have signed a definitive agreement and expect to
close the transaction in the coming weeks. The new company leverages
the iconic FIN brand and sales and marketing depth of the FIN
organization, with the supply chain capabilities, international
breadth, and financial strength of Victory. Within the past 30 days
Victory completed the acquisition of VAPESTICK(R), one of Europe's
leading electronic cigarette brands and a partnership with Fields
Texas Ltd. to drive global distribution and strategic retail
expansion. The addition of FIN brings instant acceleration of scale
and distribution in the US, significantly upgrades the global
leadership team, and furthers the Company's efforts to consolidate
the electronic cigarette industry globally.  
The Fin Branding Group  
FIN is one of the leading electronic cigarette brands in the United
States with distribution in all 50 states in more than 50,000
outlets. FIN is distributed across all major channels and is one of
the top three brands in the convenience, drug, mass, and food
channels. The FIN brand enjoys the number one market share position
in Wal-Mart, and is a leading brand in other major retailers
including Walgreens, Rite-Aid, Kroger, 7-11, Circle K, Sam's, Murphy
USA, Stripes, Mapco and over 200 other major chains. 
Brent Willis, Chairman and CEO of Victory, and a former senior
executive at InBev, Kraft, and the Coca-Cola Company commented, "FIN
is a powerhouse in the US with a great brand, great presence and
great growth trends. Their strength in sales and marketing is
unmatched, and their management team is impressive. Elliot Maisel,
FIN's Chairman and CEO, is hugely respected and has a tremendous
track record of success both in the beer industry and in leading FIN
to become one of the preeminent ecig companies in the US. He is going
to be a great partner as we combine efforts together with Bill
Fields, Michael Clapper and others to build the world's largest
independent electronic cigarette company."  
Building the Largest Independent ECIG Company  
The newly formed entity creates an enterprise with 2014 sales on
track to far surpass $100 million. With the integration of the FIN
Branding Group, Victory has now completed three major transactions in
recent months and expects to complete multiple others to grow its
brand, distribution, and strategic retailer platforms worldwide. The
group is focused on leveraging its low-cost position, supply chain
and distribution expertise, and experience in running global
multinationals to build the leading independent electronic cigarette
company in the world.  
Bill Fields, Chairman of Fields Texas, Board Member at Victory, and
former CEO of Wal-Mart Stores commented, "We are delighted to have
someone of Elliot's character and caliber join the team and are
confident that the FIN brand will be an iconic American brand that we
can leverage into much broader distribution. Together with the
Victory Brand at an opening price point and other exclusive brands,
we believe we have a compelling offer for both retailers and
distributors alike with superior margins and throughput versus any
industry competitor."  
Significant Cost and revenue Synergies  
The combination of Victory and FIN provides the group greater
strength to compete in the rapidly evolving and competitive ecig
category. To enhance its competitiveness, the new entity has
established a convergence committee to identify and capture major
cost and revenue synergies in the areas of people and culture, cost
efficiency, and sales, distribution and marketing. Each of the
convergence areas have dedicated work teams to identify and capture
significant synergies. Thus far, the team has identified more than $5
million of revenue synergies resulting from expanding distribution of
both brands and employing a dual brand strategy. In cost synergies,
more than $10 million of savings have been identified in the areas of
production, supply chain and marketing spend effectiveness, all of
which are expected to be achieved within 12 months of closing.  
Elliot Maisel, Chairman and Chief Executive Officer of FIN,
commented, "The combination of the FIN and Victory brands provides an
incredible one two punch for distributors, retailers and consumers,
and an opportunity to further increase shareholder value by capturing
significant cost and revenue synergies. The combination of the FIN
and Victory organizations, coupled with the leadership of Field's
Texas and VAPESTICK in Europe, creates a company with greater
potential and growth opportunity than any other competitor in the
industry. I am very excited to help lead the organization to become
the largest independent electronic cigarette company in the world,
and am excited for all our shareholders and the associates at FIN and
Victory to share in the benefits of our growth." 
About FIN  
FIN Branding Group LLC is one of the leading electronic cigarette
companies in the United States with distribution of its iconic
American brands in all 50 states in more than 50,000 outlets across
all channels of distribution including food, drug, mass, gas and
convenience. FIN is sold in some of the most respected retailers in
the country with leading positions in Wal-Mart, Sam's, Walgreen's,
Rite-Aid, Kroger, 7-11. Circle K, Stripes, Mapco and more than 200
other major accounts. The group was founded in 2011, and quickly rose
to enjoy one of the leading share positions in the United States. 
About Victory  
Victory Electronic Cigarettes Corporation is dedicated to providing a
cleaner and healthier alternative to smoking for all, and intends to
empower smokers to regain their freedom. Victory is one of the
leading companies in the fast-growing electronic cigarette market.
Victory offers consumers a full product portfolio that incorporates
the highest quality and latest technology, and has been rated as
superior in real tobacco taste amongst major brands. Victory's
experienced management team is positioned to leverage its
differentiated portfolio, distinct go-to-market approach, and
low-cost infrastructure to accelerate growth and drive significant
value for its shareholders.  
About Fields Texas Limited LLC  
Fields Texas Limited LLC is a private holding company owned and
operated by William Fields (former CEO of Wal-Mart Retail Stores
Division, Chairman/CEO Blockbuster Entertainment Group and
CEO/President of Hudson's Bay Company). Fields Texas Limited LLC,
through its management consultancy and private equity group, seeks to
partner with companies within the consumer product, retail and retail
service sectors to accelerate growth through implementation of
organic and non-organic revenue growth initiatives. The group has a
proven and experienced team of executives with over 100 years of
operating experience within the retail and consumer product
industries. 
Safe Harbor Disclosure  
This press release contains forward-looking statements reflecting
management's current expectations regarding future results of
operations, economic performance, financial condition and
achievements of Victory, including statements regarding Victory's
expectation to see continued growth. The forward-looking statements
are based on the assumption that operating performance and results
will continue to materialize consistent with recent trends.
Management believes these assumptions to be reasonable but there is
no assurance that they will prove to be accurate. Forward-looking
statements, specifically those concerning future performance are
subject to certain risks and uncertainties, and actual results may
differ materially. These risks and uncertainties include: Victory's
reliance on additional financing, as Victory has not achieved
profitability; risks associated with Victory's products, including
that they may pose a health risk; governmental regulations may impact
Victory's business; the market or consumers may not accept Victory's
products; Victory relies on a single class of products; existing or
pending patents may affect Victory's business; and other factors
disclosed in the Company's filings with the Securities and Exchange
Commission. Unless required by applicable law, Victory undertakes no
obligation to update or revise any forward-looking statements.
Contacts:
For investor inquiries please contact:
James Palczynski
Partner, ICR, Inc.
203.682.8229
jp@icrinc.com
www.victoryecigs.com
 
 
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