StoneMor Inc. (NYSE: STON)
(“StoneMor” or the
“Company”). As
previously reported, on May 24, 2022, StoneMor Inc., a Delaware
corporation (“StoneMor” or the “Company”), Axar Cemetery Parent
Corp (“Parent”), a Delaware corporation and an affiliate of Axar
Capital Management, LP (“Axar”), and Axar Cemetery Merger Corp., a
Delaware corporation and a wholly-owned subsidiary of Parent
(“Merger Sub”), entered into an Agreement and Plan of Merger (the
“Merger Agreement”) pursuant to which, and subject to the
conditions described therein, Merger Sub will be merged with and
into the Company (the “Merger”) with the Company surviving the
Merger and becoming a wholly-owned subsidiary of Parent as a result
of the Merger. Axar currently owns approximately 75% of the
outstanding shares of StoneMor common stock.
The Merger Agreement was entered into following negotiations
between Axar and the Conflicts Committee of the Board of Directors
of the Company (the “Conflicts Committee”), consisting entirely of
independent directors. Upon the recommendation of the Conflicts
Committee, the Board of Directors of the Company agreed to approve
the Merger Agreement and the Merger. Pursuant to the Merger
Agreement, the Company has the right, for a period of 60 days
following May 24, 2022, to solicit, encourage and facilitate any
inquiry, discussion, offer or request that constitutes, or would
reasonably be expected to lead to, an alternative transaction to
the transaction with Axar and its affiliates.
The 60 day period expires on July 23, 2022. The Conflicts
Committee has retained Kroll, LLC’s investment banking unit, Duff
& Phelps Securities, LLC (“Kroll”), to assist it in this “go
shop” process. There can be no assurance that this “go-shop”
process will result in a proposal that is more favorable to the
stockholders of the Company (other than Axar and its affiliates)
than the Merger Agreement. Axar has no obligation to support any
other proposal that may be received by the Company as a result of
the “go-shop” process, or otherwise.
Pursuant to the Merger Agreement, in connection with a superior
proposal that is not supported by the Parent, the Committee may
withdraw its recommendation to the full Board approving the Merger
Agreement and the Merger and the Company may terminate the Merger
Agreement. In such event, Axar is not entitled to the payment of a
termination fee by the Company.
Interested parties should contact Rob Gordon, Director of Kroll,
who can be reached at (212) 871-6293 or
robert.gordon@kroll.com.
About StoneMor Inc.StoneMor Inc., headquartered
in Bensalem, Pennsylvania, is an owner and operator of cemeteries
and funeral homes in the United States, with 304 cemeteries and 72
funeral homes in 24 states and Puerto Rico. StoneMor’s cemetery
products and services, which are sold on both a pre-need (before
death) and at-need (at death) basis, include: burial lots, lawn and
mausoleum crypts, burial vaults, caskets, memorials, and all
services which provide for the installation of this merchandise.
For additional information about StoneMor Inc. please visit
StoneMor’s website, and the investors section, at
http://www.stonemor.com.
Cautionary Note Regarding Forward-Looking
StatementsCertain statements contained in this press
release, including, but not limited to, information regarding
activities of the Conflicts Committee during the “go-shop” period,
the anticipated closing time frame and the effects of the merger on
the Company, are forward-looking statements. Generally, the words
“believe,” “may,” “will,” “would,” “estimate,” “continue,”
“anticipate,” “intend,” “project,” “expect,” “predict” and similar
expressions identify these forward-looking statements. These
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements
are based on management’s current beliefs, expectations, plans,
assumptions and objectives of the Company and are subject to
significant risks and uncertainties. All forward-looking statements
speak only as of the date as of which they are made. These
statements are not guarantees and involve certain risks,
uncertainties and assumptions concerning future events that are
difficult to predict. Factors that may cause actual events or
results to differ materially from current expectations include, but
are not limited to, the risk that Axar’s approximately 75% equity
ownership position and its lack of obligation to support a proposal
that is more favorable to the stockholders of the Company (other
than Axar and its affiliates) than the Merger Agreement may cause
other potential acquirers not to participate in the “go-shop”
process or otherwise not to submit any proposal that might be
superior to the Merger Agreement, the risk that the proposed
transaction may not occur, the risk of unexpected costs or
liabilities, the risk that certain closing conditions may not be
timely satisfied or waived, the risk of litigation, the risk that
any announcements relating to the proposed transaction could have
adverse effects on the market price of the Company’s common stock,
and the risk that general and business conditions may change. When
considering forward-looking statements, you should keep in mind the
risk factors and other cautionary statements set forth in
StoneMor’s Annual Report on Form 10-K and Quarterly Reports on Form
10-Q and the other reports that StoneMor files with the Securities
and Exchange Commission (the “SEC”, from time to time. Except as
required under applicable law, StoneMor assumes no obligation to
update or revise any forward-looking statements made herein or any
other forward-looking statements made by it, whether as a result of
new information, future events or otherwise.
Additional Information and Certain Information Regarding
ParticipantsThe Company, its directors and certain of its
executive officers may be deemed to be participants in the
solicitation of proxies from the Company’s stockholders in
connection with the proposed transaction. The Company intends to
file a proxy statement and other relevant materials with the SEC in
connection with any such solicitation of proxies from Company
stockholders. COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Information regarding the ownership of the Company’s
directors and executive officers in the Company’s common stock is
included in their SEC filings on Forms 3, 4, and 5, which can be
found through the Company’s website (http://www.stonemor.com), or
through the SEC’s website at www.sec.gov. Information can also be
found in the Company’s other SEC filings, including the Company’s
Annual Report on Form 10-K for the year ended December 31, 2021.
More detailed and updated information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in
connection with the proposed transaction. Stockholders will be able
to obtain the proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Company with the
SEC for no charge at the SEC’s website at www.sec.gov. Copies will
also be available at no charge at the Company’s website at
http://www.stonemor.com or by writing to StoneMor at StoneMor Inc.,
3331 Street Road, Suite 200, Bensalem, PA 19020.
CONTACTKroll 167 N. Green Street, Floor
12Chicago, IL 60607(312) 697-4600
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