StoneMor Inc. (NYSE: STON) (“StoneMor” or the
“Company”), a leading owner and operator of
cemeteries and funeral homes, announced today that the Special
Committee (the “
Special Committee”) of its board
of directors (the “
Board”) has received an amended
proposal (the “
Amended Proposal”), from Axar
Capital Management, LP (“
Axar”) proposing to
acquire all of the outstanding shares of common stock of the
Company not owned by Axar or its affiliates for $0.80 per share in
cash, subject to certain conditions. The key terms of the Amended
Proposal were set forth in a letter dated July 28, 2020, a copy of
which is attached hereto as Annex A.
As previously reported, Axar originally proposed
to acquire all of the outstanding shares of common stock of the
Company not owned by Axar or its affiliates for $0.67 per share in
cash, subject to certain conditions. The Special Committee,
which was formed by the Board in response to receipt of that
proposal and authorized by the Board to reject the proposed
transaction or to recommend that the Board approve the terms of the
proposed transaction, informed Axar on June 16, 2020 that, after
reviewing the initial proposal, it rejected the price proposed by
Axar as inadequate.
Axar currently owns approximately 62% of the
Company’s outstanding common stock. As with the initial
proposal, the transaction contemplated by the Amended Proposal
would not be contingent on any financing and would be funded with
equity from Axar and its affiliates and would be conditioned upon,
among other things, the negotiation and execution of mutually
satisfactory definitive agreements, which Axar proposed would
contain terms customary for a transaction of this type, including a
closing condition that the approval of holders of a majority of the
outstanding Shares not owned by Axar or its affiliates be
obtained.
The Special Committee has engaged Faegre Drinker
Biddle & Reath LLP as its legal counsel and Duff & Phelps,
LLC as its financial advisor. The Special Committee is
currently reviewing the Amended Proposal with its advisors.
The Company cautions its stockholders and others
considering trading in the Company’s securities that the Special
Committee has just commenced its review of the Amended Proposal and
has not made any decision with respect to the Company’s response to
the Amended Proposal. There can be no assurance that any agreement
with respect to the proposed transaction will be executed or that
this or any other transaction will be approved or consummated. The
Company does not undertake any obligation to provide any updates
with respect to this or any other transaction, or to provide any
additional disclosures to reflect subsequent events, new
information or future circumstances, except as required under
applicable law.
About StoneMor Inc.
StoneMor Inc., headquartered in Trevose,
Pennsylvania, is an owner and operator of cemeteries and funeral
homes in the United States, with 319 cemeteries and 88 funeral
homes in 27 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 Statements
Certain statements contained in this press
release, including, but not limited to, information regarding
actions of the Special Committee and the terms of any definitive
agreements with respect to the Amended Proposal, 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.
Forward-looking statements are based on
management’s current expectations and estimates. These statements
are neither promises nor guarantees and are made subject to certain
risks and uncertainties that could cause actual results to differ
materially from the results stated or implied in this press
release. Such risks and uncertainties include the risk that an
agreement with respect to the proposed transaction will not be
executed and that the transactions contemplated by any such
agreement that may be executed will not be consummated. 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, 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.
CONTACT: |
Investor Relations |
|
StoneMor Inc. |
|
(215) 826-4438 |
Annex A
July 28, 2020
STRICTLY CONFIDENTIALSpecial Committee of the
Board of Directors StoneMor Inc.3600 Horizon BoulevardTrevose,
Pennsylvania 19053
Ladies and Gentlemen:
Axar Capital Management, LP (“Axar” or “we”) is
pleased to submit an amended proposal to acquire all of the
outstanding shares of common stock (“Common Stock”) of StoneMor
Inc. (the “Company”) not owned by Axar or its affiliates. The
amended proposal provides for a cash consideration of $0.80 per
share. The proposed cash consideration represents an approximately
27% premium to the closing price of the Company’s Common Stock on
May 23, 2020, the last trading day before we made our initial
proposal on May 24, 2020, and an increase of approximately 10% to
our initial offer.
The terms of our proposal set forth in our
letter, dated May 24, 2020, are otherwise unchanged.
We look forward to engaging with the Special
Committee and its advisors with respect to our amended
proposal.
Should you have any questions, please do not
hesitate to contact us or our advisors.
Very truly yours,
AXAR CAPITAL MANAGEMENT, LP
By: Axar GP, LLC, its General Partner By: /s/
Andrew M. Axelrod Name: Andrew Axelrod Title: Sole
Member
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