Adrenalina Makes Bid For West 49

Shortly after announcing that it would end its take over bid of Pacific Sunwear, Adrenalina, Inc. announced today that it was submitting a bid for Canadian retailer West 49 for a price of 0.55 Canadian Dollars per share, consisting of a combination of cash and Adrenalina common stock.

West 49 runs 134 stores in nine Canadian provinces operating as West 49, Billabong, Off The Wall, Amnesia/Arsenic, D-Tox, Duke’s Northshore, and www.boardzone.com. The company posted a net loss of $8.5 million in its latest quarter, including $9.6 million in writedowns of goodwill and other assets. Sales were up 3.8% to $64.8 million in its fourth quarter ended Jan. 31. According to Wikipedia, it is Canada’s largest skateboard and snowboard chain and in 2005, it was ranked the 82nd fastest growing company in Canada.

The acquisition proposal represents a premium of 62 percent above the closing price of WEST 49 Inc. common shares

of $0.34 on April 30, 2009, and is subject to WEST 49 Inc.’s Board and shareholders approval, execution of a definitive agreement, obtaining the requisite financing and certain other terms and conditions.

“Our offer of $0.55 per share represents a significant increase in value for WEST 49 Inc. stockholders. This action also represents our confidence that Adrenalina can reinvigorate WEST 49 Inc., by applying our innovative approach of fusing an exceptional product mix to an exciting entertainment destination,” said Ilia Lekach, Chairman and CEO of Adrenalina.

“Not only does the proposed acquisition price represent a premium to the current price of WEST 49 Inc. shares, but the cash/stock structure of the transaction would allow shareholders to participate in the future growth and performance of the re-energized combined company,” continued Mr. Lekach. “In addition, the business synergies from joining WEST 49 Inc.’s substantial store footprint with Adrenalina’s high-growth lifestyle retailing concept are compelling — especially in this challenging economic environment.”

Here is the complete letter to West 49’s board:

May 4, 2009

Kenneth Fowler
West 49 Inc.
1100 Burloak Drive
200, Burlington, Ontario L7L 6B2

Dear Kenneth:

I am writing as Chairman and Chief Executive Officer of Adrenalina to propose a combination of our companies in a negotiated transaction that provides for the purchase by Adrenalina of all issued and outstanding shares of common stock of West 49 Inc. (“WEST49”) for a payment of 0.55 Canadian Dollars per share, consisting of a combination of cash and stock of Adrenalina. The transaction will require the approval of the Board of Directors of WEST49 (WXX.to).

We are confident that this transaction will create value for WEST49 shareholders well in excess of that which can be achieved by your company proceeding on its own. Not only does the proposed acquisition price represent a premium to the current price of WEST49 shares, but the stock structure of the transaction would allow your shareholders to participate in the future growth and performance of the energized combined companies. In addition, the business synergies from combining WEST49’s substantial store footprint with Adrenalina’s high-growth lifestyle retailing concept are compelling — all the more so in this challenging economic environment.

Completion of the proposed transaction is anticipated to occur no later than August 2009 and is subject to customary conditions, including satisfactory completion of our due diligence, the execution of a definitive agreement between the two companies and completion of the funding, which we do not expect to present a problem.

The power of Adrenalina’s retailing concept in today’s market

WEST49 would benefit greatly from the application of our proven entertainment retailing concept, which we believe will re-energize the performance of your stores.

Adrenalina stores are becoming a destination of choice for generation Y and Z’ers. Major landlords continue to approach us with a wide variety of proposals in the best retail centers across the nation. All our future store buildouts of $2,000,000 are entirely paid by tenant allowances. The Company’s leasing team is constantly researching and evaluating new locations in the most important markets and busiest malls throughout the US.

The stores are designed and positioned as a focal point for extreme sport enthusiasts of all generations and those who want to learn more about this Lifestyle. In this regard, the store offers dedicated areas which are focused on a particular extreme sport, and the coordination of FlowRider® sessions and lessons with qualified instructors, all with the intent of promoting the Adrenalina stores as the place to go, congregate and be seen for all who are interested in extreme sports and its Lifestyle.

Synergistic opportunities

We see many synergies between Adrenalina and WEST49, and we welcome you to consider some of them:

More than 1,000,000 people go through each Adrenalina store per year, vendors want to be in Adrenalina. Because of this great visibility we are able to market specific deals with national suppliers.

Exponential business revenue and profit growth: Adrenalina is in expansion mode, and it has a long way to go before saturating the market. This provides WEST49 with a tremendous new business growth path that will enhance the overall growth rate of WEST49. Furthermore because of WEST49’s operational efficiencies of current infrastructure, purchasing power and back end operations, Adrenalina stores could leverage the backbone of WEST49 and open stores at a faster rate. The combined company could take meaningful advantage of landlords seeking Adrenalina stores.

In conclusion, combining with Adrenalina will achieve that trendsetter goal, drive revenue and improve profitability. The Adrenalina traffic level is highly coveted by suppliers, in conjunction with WEST49, this will drive considerable visibility to the combined company and ensure our success.

We urge your Board of Directors to seriously consider this proposal and would welcome the opportunity to meet with your Board to explore further.

Very truly yours,

Ilia Lekach

CONTACT
Ilia Lekach