BENSALEM, Pa., June 03, 2022 (GLOBE NEWSWIRE) — Stone Mor Inc. (NYSE: STON) (“PierreMor“or the”Company”). As previously reported, on May 24, 2022, StoneMor Inc., a Delaware corporation (“PierreMor“or the”Company”), Axar Cemetery Parent Corp (“relative”), a Delaware corporation and subsidiary of Axar Capital Management, LP (“Axar”), and Axar Cemetery Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Submerge“), entered into an agreement and a merger plan (the “Merger Agreement“”Merger), the Company surviving the Merger and becoming a wholly-owned subsidiary of the Parent Company following the Merger. Axar currently owns approximately 75% of the outstanding common shares of StoneMor.
The merger agreement was reached following negotiations between Axar and the Company’s Board of Directors Conflicts Committee (the “Conflicts Committee”), composed entirely of independent directors. On the recommendation of the Conflicts Committee, the Company’s Board of Directors has agreed to approve the Merger Agreement and the Merger. Pursuant to the Merger Agreement, the Company shall have the right, for a period of 60 days following May 24, 2022, to solicit, encourage and facilitate any inquiry, discussion, offer or request which constitutes, or may reasonably expect it to lead to an alternative transaction to the transaction with Axar and its affiliates.
The 60-day period expires July 23, 2022. The Conflicts Committee retained Kroll, LLC’s investment banking unit, Duff & Phelps Securities, LLC (“kroll”), to support him in this “go shop” approach. There can be no assurance that this go-shop process will result in a more favorable proposal to shareholders of the Company (other than Axar and its affiliates) than the Merger Agreement. Axar has no obligation to support any other proposals that may be received by the Company as a result of the go-shop process, or otherwise.
Pursuant to the merger agreement, in the context of a superior proposal that is not supported by the parent company, the committee may withdraw its recommendation to the board of directors approving the merger agreement and the merger and the company may terminate the Merger Agreement. In this case, Axar is not entitled to payment of a termination indemnity by the Company.
Interested parties should contact Rob Gordon, Director of Kroll, who can be reached at (212) 871-6293 or [email protected]
About StoneMor Inc.
StoneMor Inc., headquartered in Bensalem, Pennsylvania, owns and operates 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 need (before death) and need (at time of death) basis, include: burial grounds, lawn and mausoleum crypts, burial vaults funerals, coffins, memorials and all services that provide for the installation of this merchandise. For more information about StoneMor Inc., please visit the StoneMor website and investors section at http://www.stonemor.com.
Caution Regarding Forward-Looking Statements
Certain statements contained in this press release, including, but not limited to, information regarding the activities of the Conflicts Committee during the “go-shop” period, the expected closing time and the effects of the merger on the company, are of a forward-looking nature. statements. Generally, the words “believe”, “may”, “shall”, “should”, “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. JThese statements are based on the current beliefs, expectations, plans, assumptions and objectives of the Company’s management and are subject to significant risks and uncertainties. All forward-looking statements speak only as of the date they are made. These statements are not guarantees and involve certain risks, uncertainties and assumptions about future events that are difficult to predict. Factors that could cause actual events or results to differ materially from current expectations include, but are not limited to, the risk that Axar’s approximately 75% ownership and lack of obligation to support a more favorable proposition to shareholders of the Company (other than Axar and its affiliates) that the merger agreement may cause other potential acquirers not to participate in the “go-shop” process or not to submit a proposal that may be superior to the merger agreement, the risk that the proposed merger agreement transaction will not occur, the risk of unforeseen costs or liabilities, the risk that certain closing conditions will not be satisfied or waived in timely, the risk of litigation, the risk that any announcement relating to the proposed transaction may adversely affect the market price of the Company’s common shares, and the risk that conditions General and commercial terms may change. When reviewing 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 other reports that StoneMor files with the Securities and Exchange Commission (the “SEC” from time to time. Except as required by applicable law, StoneMor undertakes no obligation to update or revise the forward-looking statements made herein or any other forward-looking statement made by it, whether as a result of new information, future events or otherwise.
Additional Information and Certain Participant Information
The Company, its directors and certain of its senior officers may be considered participants in the solicitation of proxies from shareholders of the Company in connection with the proposed transaction. The Company intends to file a proxy statement and other relevant documents with the SEC in connection with any such solicitation of proxies from the shareholders of the Company. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of directors and officers of the company in common stock of the company is included in their filings with the SEC on Forms 3, 4 and 5, which can be viewed on the company’s website. (http://www.stonemor.com), or through the SEC’s website at www.sec.gov. Information may also be found in the Company’s other filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. More detailed and updated information regarding the identity of potential participants and their direct or indirect interests, through equity interests or otherwise, will be set forth in the proxy statement and other documents to be filed with the SEC in connection with the proposed transaction. . Shareholders 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 free of charge at the SEC’s website at www.sec.gov . Copies will also be available free of charge from 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.
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