Blue Holdings Inc will have a new holding soon.

Last week, the publicly traded, California-based designer, manufacturer and distributor of the high-end fashion jeans and denim brands Antik Denim, Yanuk, Taverniti So Jeans and U, announced that it has signed a definitive merger agreement to acquire Long Rap, Inc. Long Rap is the parent company of Up Against the Wall, a retail chain with 24 stores in the USA which carry better brands such as LRG, Coogi, Antik Denim, True Religion, 7 for all Mankind and Taverniti So Jeans.

Long Rap, Inc. currently has stores in California, Maryland, Washington DC, Florida and Virginia. Three new stores are being opened in Las Vegas, Nevada and Sacramento, California in the second half of the year. The average size of the stores is 3,200 sq. feet (297 sq. meters).

Under the terms of the agreement, Blue Holdings will pay the shareholders of Long Rap $16 million in cash and $16 million in Blue Holdings common stock. The boards of directors of both companies have approved the transaction but it is still subject to a number of closing conditions including the completion of due diligence by Blue Holdings, an audit of Long Rap and the completion of necessary financing. The merger is expected to close in August or September of 2006. “This strategic acquisition of Long Rap, Inc. brings our retail vision into reality and saves us both the time and money to build everything from scratch”, said Paul Guez, Blue Holding’s chairman, CEO and president in a statement. “The merger also brings to us an experienced team of professionals who will be able to run the retail operations efficiently and profitably. This combination of Up Against the Wall’s retail stores and Blue Holdings’ strong brands and beautiful products will create a very powerful and profitable enterprise.”