StoneMor Inc. announces receipt of invitation letter
BENSALEM, Pa., September 27, 2021 (GLOBE NEWSWIRE) – StoneMor Inc. (NYSE: STON) (âStoneMorâ or the âCompanyâ), a leading owner and operator of cemeteries and funeral homes, today announced that its board of directors (the “Plank“) received a letter (the”Letter“), dated September 22, 2021, from Axar Capital Management, LP (“Axarâ) In which Axar expressed its interest in continuing discussions regarding strategic alternatives that could be beneficial for the Company and its various stakeholders.
Axar currently owns approximately 75% of the outstanding common shares of the Company. Axar has engaged Schulte Roth & Zabel LLP as legal advisor and said in the letter that he will engage a financial advisor at the appropriate time. According to the Letter, Axar expects such discussions to be conducted with a special committee of the Board, assisted by financial and legal advisers that it engages. The Letter also specifies that any transaction involving Axar arising from such discussions would be conditional, among other things, on the approval of the Special Committee and the Board, on the negotiation and execution of mutually satisfactory final agreements and on customary conditions. The letter also indicated that any transaction structured as an equity investment transaction would be subject to a closing condition that the approval of the holders of the majority of the outstanding shares not belonging to Axar or its affiliates be obtained. A copy of the letter is attached hereto as Annex A.
On September 26, 2021, the Board authorized its Conflict Committee, which is composed of independent directors Stephen J. Negrotti, Kevin Patrick and Patricia Wellenbach, to initiate the discussions contemplated by the letter, including the authority to initiate discussions regarding and to negotiate the conditions and provisions of any strategic alternative that the Conflicts Committee deems appropriate in the context of these discussions. Under its charter, the Conflicts Committee has the power to reject, approve or recommend to the Board to approve any transaction that is a related party transaction, which includes any transaction to which Axar is a party. The Conflicts Committee intends to retain the services of independent legal and financial advisers to assist in these discussions.
The Board cautions the shareholders of the Company and others considering trading in the securities of the Company that the discussions contemplated by the Letter have not commenced, and there can be no assurance that a transaction will result from these discussions. The Company assumes no obligation to provide updates regarding these matters, except as required by applicable law.
About StoneMor Inc.
StoneMor Inc., headquartered in Bensalem, PA, is an owner and operator of cemeteries and funeral homes in the United States, with 301 cemeteries and 70 funeral homes in 24 states and Puerto Rico.
StoneMor’s cemetery products and services, which are sold both as needed (before death) and as needed (at death), include: burial grounds, lawn and mausoleum crypts, burial vaults , coffins, memorials and all the services that provide for the installation of this merchandise. For more information on StoneMor, please visit the StoneMor website and the 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 actions of the Disputes Committee, are forward-looking statements. As a general rule, the words “believe”, “may”, “will”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “plan”, “expect”. “,” Predict “and similar expressions identify such forward-looking statements. These statements are made in accordance with 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 subject to certain risks and uncertainties which could cause actual results to differ materially from the results stated or implied in this press release. These risks and uncertainties include the risk that the discussions between Axar and the Conflicts Committee will not result in a decision to proceed with any strategic alternative, that an agreement regarding any contemplated transaction will not be executed and that any transaction contemplated by such an agreement which can be executed will not be consummated. When considering forward-looking statements, you should keep in mind the risk factors and other caveats set out 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 from time to time. Except as required by 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.
AXAR CAPITAL MANAGEMENT, SEC
915 Broadway, suite 502
New York, New York 10010
September 22, 2021
Board of directors
3331, chemin de la rue Bureau 200
Bensalem, PA 19020
Ladies and gentlemen:
As you are aware, Axar Capital Management, LP (âAxarâ or âweâ) owns approximately 75% of the outstanding common shares of StoneMor Inc. (the âCompanyâ).
We are interested in continuing discussions regarding strategic alternatives that could be beneficial for the Company and its various stakeholders. We expect such discussions to be conducted with a special committee of independent directors (a “special committee”) established by the board of directors of the Company (the “board”), assisted by independent financial and legal advisers. retained by the special committee. Committee.
Any potential transaction involving Axar would be subject to the approval of the Special Committee and the Board, to the negotiation and execution of a mutually satisfactory transaction agreement and customary conditions. Any potential transaction structured as an equity investment transaction would also be subject to a customary closing condition whereby the approval of holders of a majority of the outstanding ordinary shares not belonging to Axar or its affiliates is obtained.
We have engaged Schulte Roth & Zabel LLP as our legal advisor and, when the time comes, will engage a financial advisor. We and our advisers look forward to working with the Special Committee and its advisers in this discussion.
If you have any questions, please do not hesitate to contact us or contact our advisors.
AXAR CAPITAL MANAGEMENT, SEC
By: Axar GP, LLC, its general partner
Through: / s / Andrew M. Axelrod
Name: Andrew Axelrod
Title: Single member