Additional Proxy Soliciting Materials (definitive) (defa14a)
January 29 2018 - 11:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §
240.14a-12
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Lifetime Brands, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(4)
and
0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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LCUT Shareholder Outreach Email
Subject line of email
: Request for Meeting: Lifetime Brands-Filament Brands Transaction
Hello [NAME]
On February 28, 2018, you will have an
opportunity to vote on Lifetime Brands acquisition of Filament Brands (here is a
link
to our proxy, which was filed on January 23,
2018). Im reaching out to introduce myself and ask if you would value having a call or meeting with me and my colleagues on Lifetime Brands management team.
In December, we announced an agreement to acquire Filament Brands for an enterprise value of approximately $313 million. Filament, a portfolio company of
private equity firm Centre Partners, is an established leader and innovator in the housewares industry. The transaction offers a number of compelling strategic and financial benefits:
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Increased Scale
:
Acquiring Filament gives us increased purchasing power, new distribution channels, greater benefit from infrastructure and SG&A costs and a broader product portfolio (pro forma
net sales of approximately $758 million; pro forma EBITDA of more than $88 million, nearly double).
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New Sales Opportunities
:
This transaction is expected to create new sales opportunities from key retailers to unlock new commercial opportunities, including those in the food service
industry, and enables us to expand Filaments presence in international markets.
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Substantial Efficiencies
:
In addition to capitalizing on Lifetimes significant investments in sales, distribution, ecommerce, sourcing and our IT infrastructure, the transaction
with Filament creates a more cost-effective organization by combining R&D, marketing, operations and workforces, with
run-rate
synergies of approximately $8 million annually within the first year
after close.
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Meaningfully Accretive
to EBITDA margins at closing and to EPS in the first full year after close.
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Strong Leadership:
This acquisition combines the strengths of private equity with those of experienced public company management. Upon completion of the transaction, Rob Kay, CEO of Filament,
will become CEO of Lifetime. Jeffrey Siegel, currently Chairman and CEO of Lifetime Brands, will become Executive Chairman of the Company. Daniel Siegel will remain President of the Company and Ronald Shiftan will remain Vice Chairman of the Board.
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Filaments Institutional Shareholders Fully Endorse Transaction:
Filaments equity holder, Centre Partners, is committed to the Companys long-term success and does not expect to receive
cash as a result of the transaction. Following the closing, Centre Partners will own 27% of the Company, and has agreed to continue such ownership until at least the beginning of 2020. Further, at the closing, Mr. Kay and two representatives
from Centre Partners will join Lifetimes Board.
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We would welcome an opportunity to discuss the transaction or anything else that
would be helpful to you. Please let me know if you would like to get something on the calendar either in person or by phone prior to the upcoming February 28, 2018 vote.
Sincerely,
Larry Winoker Senior Vice President & CFO
Lifetime Brands, Inc.
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