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Getting Ready Corporation and Winston Laboratories, Inc. Announce Merger Agreement
Date:11/15/2007

MIAMI and VERNON HILLS, Ill., Nov. 15 /PRNewswire-FirstCall/ -- Winston Laboratories, Inc., a specialty pharmaceutical company engaged in the discovery and development of products for pain management, and Getting Ready Corporation (OTC Bulletin Board: GTRY), a publicly-traded company with no active operations, have signed a merger agreement that will bring the two companies under one umbrella. The combined company will be renamed Winston Pharmaceuticals, Inc., and will be headquartered in Vernon Hills, Illinois. The merger is expected to close in the second quarter of 2008, and shortly thereafter, the company intends to apply to have its shares listed on the American Stock Exchange (AMEX).

As part of the transaction, Dr. Phillip Frost, former chairman and chief executive officer of IVAX Corporation, and his affiliates invested $5 million in Winston, with an additional $4 million investment to be made at the time the merger is consummated. Proceeds from the investment are expected to fund current operations of Winston Laboratories, including certain costs associated with upcoming regulatory applications. Under the terms of the merger agreement, each common share of Winston Laboratories will be converted into approximately 17.51 shares of common stock of Getting Ready, and each share of preferred stock of Winston Laboratories will be converted into approximately .01751 shares of preferred stock of Getting Ready, each such preferred share being convertible into 1,000 shares of Getting Ready common stock. The merger is subject to customary covenants and several conditions. As a result of the merger, it is expected that Getting Ready shareholders will receive approximately 2.56% of the combined company on a fully diluted basis and the new investors will own convertible preferred stock representing approximately 27.44% of the combined company on a fully diluted basis. Certain of the new investors will also receive five-year warrants entitling them to purchase
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SOURCE Getting Ready Corporation
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