UNION,
N.J., March 17, 2023 /PRNewswire/ -- Bed Bath
& Beyond Inc. (Nasdaq: BBBY) (the "Company") announced today
that it plans to hold a special meeting of shareholders to seek
approval to amend the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") to effect, at
the discretion of the Board of Directors (the "Board"), a reverse
stock split of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a ratio
in the range of 1-for-5 to 1-for-10, with such ratio to be
determined at the discretion of the Board. Holders of record
of the Common Stock as of the close of business on March 27, 2023 will be entitled to notice of and
to vote at the special meeting. The time, location, and other
details regarding the special meeting, will be communicated to
shareholders at a later date via proxy materials that have been
filed with, and are subject to review by, the Securities and
Exchange Commission (the "SEC").
Sue Gove, President & CEO of
Bed Bath & Beyond Inc. said, "Our proposal for a reverse stock
split will enable us to continue rebuilding liquidity to execute
our turnaround plans and better position the Company
financially. We look forward to engaging with shareholders
and continuing to provide meaningful updates as we progress with
our strategy."
The reverse stock split would not have any effect on the actual
or intrinsic value of our business or a shareholder's proportional
ownership in the Company (subject to the treatment of fractional
shares) and would have no impact on the Company's business
operations or any of its outstanding indebtedness. The Board may
revoke the proposal and cancel the special meeting at any time if
it determines that the reverse stock split is no longer in the best
interests of the Company and its shareholders. Even if the meeting
occurs and the amendment to the Certificate of Incorporation is
approved, the Board may delay or abandon the reverse stock split at
any time prior to the effective time of the reverse stock split if
the Board determines that the reverse stock split is no longer in
the best interests of the Company or its shareholders.
About the Company
Bed Bath & Beyond Inc. and subsidiaries (the "Company") is
an omnichannel retailer that makes it easy for our customers to
feel at home. The Company sells a wide assortment of merchandise
primarily in the Home and Baby markets. Additionally, the Company
is a partner in a joint venture which operates retail stores in
Mexico under the name Bed Bath
& Beyond.
The Company operates websites at bedbathandbeyond.com and
buybuybaby.com.
Forward-Looking Statements
This press release contains a number of forward-looking
statements. Words such as "expect," "will," "working," "plan" and
variations of such words and similar future or conditional
expressions are intended to identify forward-looking statements.
These forward-looking statements reflect the Company's current
views with respect to, among other things, future events. These
forward-looking statements are not guarantees of future results and
are subject to a number of risks and uncertainties, many of which
are difficult to predict and beyond the Company's control.
Important factors that may cause actual results to differ
materially from those in the forward-looking statements include,
but are not limited to, our expectations regarding the voting
results on any proposal submitted to the Company's shareholders;
the effect of the reverse stock split; the price of our Common
Stock at any given time; risks related to the failure to
receive the full amount of gross proceeds from the Company's
financing transactions, including as a result of the failure of an
equity condition to future funding, which the Company expects will
likely force it to file for bankruptcy protection; the Company's
ability to maintain access to its credit agreement; the Company's
ability to deliver and execute on its turnaround plans; the
Company's potential need to seek additional strategic alternatives,
including restructuring or refinancing of its debt, seeking
additional debt or equity capital, reducing or delaying its
business activities and strategic initiatives, or selling assets,
other strategic transactions and/or other measures, including
obtaining relief under the U.S. Bankruptcy Code, and the terms,
value and timing of any transaction resulting from that process;
the Company's ability to finalize or fully execute actions and
steps that would be probable of mitigating the existence of
"substantial doubt" regarding the Company's ability to continue as
a going concern; and the Company's ability to increase cash flow to
support the Company's operating activities and fund its obligations
and working capital needs, and the other risk factors described in
the Company's filings with the SEC, including the factors set forth
under the section entitled "Risk Factors" in the Company's Annual
Report on Form 10-K for the year ended February 26, 2022, the Company's Quarterly Report
on Form 10-Q for the quarter ended August
27, 2022, the Company's Quarterly Report on Form 10-Q for
the quarter ended November 26, 2022,
Exhibit 99.3 to the Company's Current Report on Form 8-K filed on
February 6, 2023 and the Company's
Current Report on Form 8-K filed on February
7, 2023. The Company disclaims and does not undertake any
obligation to update or revise any forward-looking statement in
this press release, except as required by applicable law or
regulation.
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SOURCE Bed Bath & Beyond
