HOUSTON, June 24, 2021 /PRNewswire/ -- Landcadia Holdings
III, Inc. ("Landcadia III") (Nasdaq: LCY) announced today that it
has scheduled the special meeting of its stockholders (the "Special
Meeting") for July 13, 2021 at
10:00 a.m., Eastern time, to approve
the proposed business combination (the "Business Combination") with
HMAN Group Holdings Inc., the parent company of The Hillman Group,
Inc. ("Hillman" or the "Company"), a leader in the hardware and
home improvement industry.
Landcadia III also announced that it has filed its definitive
proxy statement/prospectus for the Special Meeting and has
commenced mailing the definitive proxy statement/prospectus to its
stockholders of record as of June 16,
2021, the record date for the Special Meeting (the "Record
Date"). The closing of the Business Combination is subject to
approval by Landcadia III's stockholders and the satisfaction of
other customary closing conditions and is expected to close as soon
as practicable following the Special Meeting.
Your vote is important no matter how many shares you own. You
are encouraged to submit your vote as soon as possible. If you hold
your shares in "street name," meaning that your shares are held at
an account at a brokerage firm, bank or other similar agent, you
may vote prior to the Special Meeting by using your voting control
number and instructions provided to you by your brokerage firm,
bank or other similar agent. Please contact your brokerage firm,
bank or other similar agent to ensure your shares are voted. If you
are a stockholder of record, you may vote prior to the Special
Meeting by signing, dating, and mailing your proxy card in the
return envelope provided with your proxy material.
If any Landcadia III stockholder has any questions, needs
assistance in voting their shares or does not receive the Proxy
Statement, that stockholder should contact their broker or Morrow
Sodali, Landcadia III's proxy solicitor, at (800) 662-5200, or by
email to LCY.info@investor.morrowsodali.com.
About Hillman
Founded in 1964 and headquartered in Cincinnati, Ohio, Hillman is a leading North
American provider of complete hardware solutions, delivered with
industry best customer service to over 40,000 locations. Hillman
designs innovative product and merchandising solutions for complex
categories that deliver an outstanding customer experience to home
improvement centers, mass merchants, national and regional hardware
stores, pet supply stores, and OEM & Industrial customers.
Leveraging a world-class distribution and sales network, Hillman
delivers a "small business" experience with "big business"
efficiency. For more information on Hillman, visit
https://www.hillmangroup.com/us/en.
Landcadia Holdings III, Inc.
Landcadia III is a blank check company whose business purpose is
to effect a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. Landcadia III's sponsors are TJF, LLC,
which is wholly-owned by Mr. Fertitta, and Jefferies Financial
Group Inc. Landcadia III's management team is led by Mr. Fertitta,
its Chief Executive Officer and Co-Chairman of its Board of
Directors and the sole shareholder, Chairman and Chief Executive
Officer of Fertitta Entertainment, Inc., and Mr. Handler, Landcadia
III's President other Co-Chairman of its Board of Directors and the
Chief Executive Officer of Jefferies Financial Group Inc. Landcadia
III raised $500,000,000 in its
initial public offering in October
2020 and is listed on Nasdaq under the ticker symbol
"LCY."
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The Company's and
Landcadia III's actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on
these forward looking statements as predictions of future events.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue," and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, the Company's and Landcadia III's expectations with
respect to future performance and anticipated financial impacts of
the proposed business combination, the satisfaction of the closing
conditions to the proposed transaction and the timing of the
completion of the proposed transaction. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results. Most of these factors are outside the Company's and
Landcadia III's control and are difficult to predict. Factors
that may cause such differences include, but are not limited to:
(1) the risk that the proposed business combination disrupts the
Company's current plans and operations; (2) the ability to
recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition, the ability of the Company to grow and manage growth
profitably and retain its key employees; (3) costs related to the
proposed business combination; (4) changes in applicable laws or
regulations; (5) the possibility that Landcadia III or the Company
may be adversely affected by other economic, business, and/or
competitive factors; (6) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; (7) the outcome of any legal proceedings that may
be instituted against Landcadia III or the Company following the
announcement of the merger agreement; (8) the inability to complete
the proposed business combination, including due to failure to
obtain approval of the stockholders of Landcadia III or Hillman,
certain regulatory approvals or satisfy other conditions to closing
in the merger agreement; (9) the impact of COVID-19 on the
Company's business and/or the ability of the parties to complete
the proposed business combination; (10) the inability to obtain or
maintain the listing of the combined company's shares of common
stock on Nasdaq following the proposed transaction; or (11) other
risks and uncertainties indicated from time to time in the
registration statement containing the proxy statement/prospectus
relating to the proposed business combination, including those
under "Risk Factors" therein, and in Landcadia III's or the
Company's other filings with the SEC. The foregoing list of
factors is not exclusive, and readers should also refer to those
risks that will be included under the header "Risk Factors" in the
definitive proxy statement/prospectus filed by Landcadia III with
the SEC. Readers are cautioned not to place undue reliance
upon any forward-looking statements in this press release, which
speak only as of the date made. Landcadia III and the
Company do not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements in this press release to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release shall
also 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 states or jurisdictions 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 Securities
Act of 1933, as amended.
Additional Information
In connection with the proposed business combination, Landcadia
III filed a registration statement on Form S-4 with the Securities
and Exchange Commission (the "SEC"), which includes a proxy
statement/prospectus, that is both the proxy statement to be
distributed to holders of Landcadia III's common stock in
connection with its solicitation of proxies for the vote by
Landcadia III's stockholders with respect to the proposed business
combination and other matters as described in the registration
statement, as well as the prospectus relating to the offer and sale
of the securities to be issued in the business combination. The
registration statement was declared effective by the SEC on
June 24, 2021 and Landcadia III has
mailed the definitive proxy statement/prospectus and other relevant
documents to its stockholders as of the Record Date. Landcadia
III's stockholders, the Company's stockholders and other interested
persons are advised to read the definitive proxy
statement/prospectus and other documents filed in connection with
the proposed business combination, as these materials contain
important information about the Company, Landcadia III and the
business combination. Landcadia III's stockholders and the
Company's stockholders may also obtain copies of the definitive
proxy statement and other documents filed with the SEC, without
charge, at the SEC's website at www.sec.gov, or by directing a
request to: Landcadia Holdings III, Inc., 1510 West Loop
South, Houston, Texas 77027,
Attention: General Counsel, (713) 850-1010.
Participants in the Solicitation
Landcadia III and Hillman and their respective directors and
officers may be deemed participants in the solicitation of proxies
of Landcadia III's stockholders in connection with the proposed
business combination. A list of the names of Landcadia III's
directors and executive officers and a description of their
interests in Landcadia III is contained in the definitive proxy
statement/prospectus, which was filed with the SEC and is available
free of charge at the SEC's web site at www.sec.gov.
Additional information regarding the interests of participants
in the solicitation of proxies in connection with the proposed
business combination is included in the definitive proxy
statement/prospectus filed with the SEC, including Jefferies
Financial Group Inc.'s and/or its affiliate's various roles in the
transaction. You should keep in mind that the interest of
participants in such solicitation of proxies may have financial
interests that are different from the interests of the other
participants. These documents can be obtained free of charge from
the sources indicated above.
View original
content:http://www.prnewswire.com/news-releases/landcadia-iii-announces-special-meeting-date-to-approve-proposed-business-combination-with-the-hillman-group-301319854.html
SOURCE Landcadia Holdings III Inc.
