Enters into Cooperation Agreement with Live
Ventures Regarding Director Nominations
LL Flooring Holdings, Inc. (“LL Flooring” or “Company”) (NYSE:
LL) today provided an update on its previously announced strategic
alternatives review process and separately announced a cooperation
agreement signed with Live Ventures Incorporated (“Live Ventures”)
(NASDAQ:LIVE), a diversified publicly traded holding company, and
Isaac Capital Group regarding director nominations to the Company’s
Board of Directors.
Strategic Alternatives Review Process
As part of the Company’s previously announced strategic
alternatives review process, the Company’s Board has received a
non-binding proposal to acquire all of the outstanding shares of
the Company for $2.50 per share in cash, which remains subject to
completion of certain financing. Consistent with its fiduciary
duties and in consultation with its financial and legal advisors,
the LL Flooring Board remains in constructive discussions and is
currently negotiating this latest proposal, which has not yet been
accepted by the Board.
Nancy Taylor, Independent Chairperson of the LL Flooring Board
of Directors, said, “We continue to work diligently with our
external advisors to identify the best path for the future of LL
Flooring and all of our shareholders. We look forward to
progressing in the strategic review process, and the Board remains
open to having discussions with interested parties and considering
a transaction that appropriately reflects the Company’s value and
prospects. At the same time, we continue to oversee and support
management as they take the actions necessary to execute on our
five core growth strategies, deliver high-touch service for our
customers and drive shareholder value.”
The LL Flooring Board is committed to a fair process for all
interested parties and will continue to thoroughly review any
credible proposal received to determine the course of action that
it believes is in the best interests of the Company and all of its
shareholders.
There can be no assurance that the Company’s strategic
alternatives process will result in LL Flooring pursuing any
particular transaction or other strategic outcome. The Company has
not set a timetable for completion of this process, and it does not
intend to disclose further developments unless and until it
determines that further disclosure is appropriate or necessary.
Cooperation Agreement
The Company has separately entered into a cooperation agreement
with Live Ventures and Isaac Capital Group with regard to director
nominations and the voting of their aggregate 3.8% ownership of LL
Flooring common stock at the Company’s upcoming Annual Meeting of
Stockholders (“Annual Meeting”) set for July 10, 2024. Isaac
Capital Group had previously nominated three individuals to stand
for election to the LL Flooring Board at the Annual Meeting and, in
connection with the cooperation agreement, has now withdrawn these
nominations and will vote its shares in support of the Company’s
directors. The full cooperation agreement, which includes customary
standstill, voting and confidentiality commitments, among other
provisions, will be filed with the U.S. Securities and Exchange
Commission (the “SEC”).
Ms. Taylor added, “We appreciate the constructive dialogue with
Live Ventures over the last several months that enabled us to reach
this agreement regarding director nominations. The Board remains
steadfast in our commitment to delivering value for shareholders
and taking actions with shareholders’ best interests in mind.”
Jon Isaac President and Chief Executive Office of Live Ventures,
said, “We are pleased to have reached this resolution with the
Company and its Board of Directors. Live Ventures intends to
continue to collaboratively work with the LL Flooring Board.”
2024 Annual Meeting of Stockholders
As previously disclosed, the Company has scheduled its Annual
Meeting for July 10, 2024. The record date for stockholders to vote
at the Annual Meeting is set for May 21, 2024.
The Company notes it is in receipt of additional director
nominations from other LL Flooring shareholders. The Company’s
Board will present its recommendation with respect to the election
of directors in the Company’s proxy statement, which will be filed
with the SEC ahead of the Annual Meeting.
About LL Flooring
LL Flooring is one of the country’s leading specialty retailers
of hard-surface flooring with more than 435 stores nationwide. The
Company seeks to offer the best customer experience online and in
stores, with more than 500 varieties of hard-surface floors
featuring a range of quality styles and on-trend designs. LL
Flooring's online tools also help empower customers to find the
right solution for the space they've envisioned. LL Flooring's
extensive selection includes waterproof hybrid resilient,
waterproof vinyl plank, solid and engineered hardwood, laminate,
bamboo, porcelain tile, and cork, with a wide range of flooring
enhancements and accessories to complement. LL Flooring stores are
staffed with flooring experts who provide advice, Pro partnership
services and installation options for all of LL Flooring's
products, the majority of which is in stock and ready for
delivery.
Learn More about LL Flooring
- Our commitment to quality, compliance, the communities we serve
and corporate giving: https://llflooring.com/corp/quality.html
- Follow us on social media: Facebook, Instagram and
Twitter.
About Live Ventures
Live Ventures is a diversified holding company with a strategic
focus on value-oriented acquisitions of domestic middle-market
companies. Live Ventures’ acquisition strategy is sector-agnostic
and focuses on well-run, closely held businesses with a
demonstrated track record of earnings growth and cash flow
generation. Live Ventures looks for opportunities to partner with
management teams of its acquired businesses to build increased
stockholder value through a disciplined buy-build-hold long-term
focused strategy. Live Ventures was founded in 1968. In late 2011,
Jon Isaac, Chief Executive Officer and strategic investor, joined
the Live Ventures’ Board of Directors and later refocused it into a
diversified holding company. Live Ventures’ current portfolio of
diversified operating subsidiaries includes companies in the
textile, flooring, tools, steel, and entertainment industries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes statements of the Company’s
expectations, intentions, plans and beliefs that constitute
“forward-looking statements” within the meanings of the Private
Securities Litigation Reform Act of 1995. These statements, which
may be identified by words such as “may,” “will,” “should,”
“expects,” “intends,” “plans,” “anticipates,” "assumes,"
“believes,” “thinks,” “estimates,” “seeks,” “predicts,” “could,”
“projects,” "targets," “potential,” "will likely result," and other
similar terms and phrases, are based on the beliefs of the
Company’s management, as well as assumptions made by, and
information currently available to, the Company’s management as of
the date of such statements. These statements are subject to risks
and uncertainties, all of which are difficult to predict and many
of which are beyond the Company’s control.
The Company specifically disclaims any obligation to update
these statements, which speak only as of the dates on which such
statements are made, except as may be required under the federal
securities laws. For a discussion of the risks and uncertainties
that could cause actual results to differ from those contained in
the forward-looking statements, see the “Risk Factors” section of
the Company’s annual report on Form 10-K for the year ended
December 31, 2023, and the Company’s other filings with the
Securities and Exchange Commission (“SEC”). Such filings are
available on the SEC’s website at www.sec.gov and the Company’s
Investor Relations website at https://investors.llflooring.com.
Important Additional Information and Where to Find It
LL Flooring Holdings, Inc. (the “Company”) plans to file proxy
materials with the U.S. Securities and Exchange Commission (the
“SEC”) in connection with the solicitation of proxies for the
Annual Meeting. Prior to the Annual Meeting, the Company will file
a definitive proxy statement (the “Proxy Statement”) together with
a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able
to obtain, free of charge, copies of the Proxy Statement, any
amendments or supplements thereto and any other documents
(including the WHITE proxy card) when filed by the Company with the
SEC in connection with the Annual Meeting at the SEC’s website
(http://www.sec.gov) or at the Company’s website
https://investors.llflooring.com/overview/default.aspx or by
contacting Saratoga by phone at (888) 368-0379 or (212) 257-1311 or
by email at info@saratogaproxy.com.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers
and other employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
Annual Meeting. Additional information regarding the identity of
these potential participants, none of whom (other than Charles
Tyson) own in excess of one percent (1%) of the Company’s shares,
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 Annual
Meeting. Information relating to the foregoing can also be found in
the Company’s definitive proxy statement for its 2023 annual
meeting of stockholders (the “2023 Proxy Statement”), filed with
the SEC on April 3, 2023. To the extent holdings of the Company’s
securities by such potential participants (or the identity of such
participants) have changed since the information printed in the
2023 Proxy Statement, such information has been or will be
reflected on Statements of Change in Ownership on Forms 3 and 4
filed with the SEC. You may obtain free copies of these documents
using the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240429733991/en/
For further information: LL Flooring Investor Relations
ICR Bruce Williams ir@llflooring.com Tel: 804-420-9801 For media
inquiries: Leigh Parrish / Ed Trissel Joele Frank, Wilkinson
Brimmer Katcher 212-355-4449 Saratoga Proxy Consulting LLC: John
Ferguson info@saratogaproxy.com Tel: 212-257-1311
Live Ventures (NASDAQ:LIVE)
過去 株価チャート
から 12 2024 まで 1 2025
Live Ventures (NASDAQ:LIVE)
過去 株価チャート
から 1 2024 まで 1 2025
