Turning Point Brands, Inc. (the “TPB”) (NYSE: TPB) and Standard
Diversified Inc. (“SDI”) (NYSE: SDI) announced today that they have
entered into a definitive agreement under which SDI will be merged
into a wholly-owned subsidiary of TPB in a tax-free downstream
merger, in a transaction first announced by the companies in
November 2019.
Under the terms of the agreement, the holders of SDI’s Class A
Common Stock and SDI’s Class B Common Stock (collectively, the “SDI
Common Stock”) will receive in the aggregate, in return for their
SDI Common Stock, TPB Voting Common Stock (“TPB Common Stock”) at a
ratio of 0.97 of a share of TPB Common Stock for each share of TPB
Common Stock held by SDI.
SDI has divested, or will prior to the merger divest, its assets
of SDI other than its TPB Common Stock and has agreed that its net
liabilities at closing will not exceed $25,000. These divestitures
include the disposition of SDI’s interest in Maidstone Insurance
Company (“Maidstone”), through a disposition to the New York State
Department of Financial Services (“NYSDFS”), and the disposition of
its interest in Standard Outdoor LLC (“Standard Outdoor”) through a
sale transaction. Maidstone is currently subject to an Order of
Liquidation filed by the NYSDFS on January 14, 2020 and approved by
the Supreme Court of the State of New York, County of Nassau, on
February 13, 2020. At such time, the control and assets of
Maidstone vested with the NYS Liquidation Bureau and were no longer
under SDI’s control, and all Maidstone assets and liabilities were
removed from SDI’s financial statements. On April 7, 2020, SDI
entered in a definitive agreement with Billboards LLC, a
wholly-owned subsidiary of SDI’s largest stockholder, whereby SDI
sold all of its equity interests in Standard Outdoor.
Each of TPB and SDI appointed a special committee to negotiate
the merger, composed of independent, disinterested directors. Each
special committee appointed its own independent legal counsel and
financial advisors. After receiving the favorable recommendation of
their respective special committees, the Boards of Directors of
both companies approved the transaction, which is subject to,
customary closing conditions, including approval by holders of a
majority of the aggregate voting power of the SDI Common Stock and
the receipt of any applicable regulatory approvals. The Board of
Directors of SDI has recommended that its stockholders vote in
favor of the transaction. The companies expect the transaction to
close in the summer of 2020.
Duff & Phelps, LLC served as financial advisor to the TPB
special committee and Houlihan Lokey, Inc. served as financial
advisor to the SDI special committee.
About Turning Point Brands, Inc.
Louisville, Kentucky-based Turning Point Brands, Inc. (NYSE:
TPB) is a leading U.S. provider of Other Tobacco Products and adult
consumer alternatives. TPB, through its focus brands generates
solid cash flow which it uses to finance acquisitions, increase
brand support and strengthen its capital structure. TPB does not
sell cigarettes. More information about the company is available at
its corporate website, www.turningpointbrands.com.
About Standard Diversified Inc.
Standard Diversified Inc. is a holding company that owns and
operates subsidiaries in a variety of industries, including other
tobacco products and outdoor advertising. For more information
about the Company, please visit the Company’s website at
www.standarddiversified.com.
Caution Regarding Forward-Looking Statements
This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements generally can be identified by phrases
such as “plan,” “target,” “goal,” “believes,” “intends,” “expects,”
“anticipates,” “foresees,” “forecasts,” “estimates” or other words
or phrases of similar import or future or conditional verbs such as
will, may, might, should, would, could, or similar variations.
Similarly, statements herein that describe the merger, including
its financial and operational impact, and other statements of the
parties’ or management’s plans, expectations, objectives,
projections, beliefs, intentions, goals, and statements about the
benefits of the merger, the expected timing of completion of the
merger, and other statements that are not historical facts are also
forward-looking statements. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on the
results of operations and financial condition of the combined
companies or the price of TPB or SDI stock. These forward-looking
statements involve certain risks and uncertainties, many of which
are beyond the parties’ control, that could cause actual results to
differ materially from those indicated in such forward-looking
statements, including, but not limited to, the unpredictability of
the commercial success of TPB’s businesses or operations; the
effects of dispositions of businesses or assets; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the transactions; competitive responses to the transactions; the
ability of the parties to consummate the merger on a timely basis
or at all and the satisfaction of the conditions precedent to
consummation of the merger, including, but not limited to, approval
by SDI’s stockholders; the possibility that the transactions may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; the ability of TPB to implement
its plans, forecasts and other expectations with respect to TPB’s
business after the completion of the merger; business disruption
following the transaction; the merger may not be completed on the
timeframe expected or at all; diversion of management’s attention
from ongoing business operations and opportunities; litigation
relating to the transactions and the other risks and important
factors contained and identified in SDI’s and TPB’s filings with
the SEC, such as their respective Quarterly Reports on Form 10-Q
and Annual Reports on Form 10-K, any of which could cause actual
results to differ materially from the forward-looking statements,
the registration statement on Form S-4 to be filed by TPB and the
proxy statement of SDI with respect to the vote of its stockholders
to approve the transactions (to be included as part of the TPB’s
registration statement on Form S-4). As a result of these and other
risks, the merger may not be completed on the timeframe expected or
at all.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither TPB nor SDI assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
Additional Information
In connection with the merger, TPB will file a registration
statement on Form S-4, which will include a document that serves as
a prospectus of TPB and a proxy statement of SDI (the “proxy
statement/prospectus”), and each party will file other documents
regarding the merger with the SEC. The proposed merger involving
TPB and SDI will be submitted to SDI’s stockholders for their
consideration. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. INVESTORS AND SECURITY
HOLDERS OF SDI AND TPB ARE URGED TO READ THE REGISTRATION STATEMENT
AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy
statement/prospectus will be sent to SDI stockholders. Investors
and security holders will be able to obtain the registration
statement and the proxy statement/prospectus free of charge from
the SEC’s website or from TPB or SDI. The documents filed by TPB
with the SEC may be obtained free of charge at TPB’s website at
www.turningpointbrands.com or at the SEC’s website at www.sec.gov.
These documents may also be obtained free of charge from TPB by
contacting TPB’s Investor Relations department at (502) 774-9238.
The documents filed by SDI with the SEC may be obtained free of
charge at SDI’s website at www.standarddiversified.com or at the
SEC’s website at www.sec.gov. These documents may also be obtained
free of charge from SDI by requesting them by mail at Standard
Diversified Inc., 767 5th Ave., 12th Floor, New York, NY 10153,
Attention: Investor Relations, Telephone (212) 836-9606.
Participants in the Solicitation
TPB and SDI and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the merger. Information about TPB’s directors and executive
officers is available in TPB’s proxy statement dated March 19,
2020, for its 2020 annual meeting of stockholders. Information
about SDI’s directors and executive officers is available in SDI’s
Form 10-K/A filed with the SEC on April 29, 2019. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the merger when they become available. Investors
should read the proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from TPB or SDI as
indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200408005167/en/
For Turning Point Brands, Inc.: Robert Lavan, Senior Vice
President, CFO / ir@tpbi.com / (502) 774-9238 For Standard
Diversified Inc.: Adam Prior, The Equity Group, Inc. /
aprior@equiyny.com / (212) 836-9606
Standard Diversified (AMEX:SDI)
過去 株価チャート
から 10 2024 まで 11 2024
Standard Diversified (AMEX:SDI)
過去 株価チャート
から 11 2023 まで 11 2024
