Quality Gold, Inc. and certain of its affiliates and subsidiaries
(“Quality Gold” or the “Company”), a leading vertically integrated
specialty logistics and jewelry distributor that has entered into a
business combination agreement (the “Business Combination
Agreement”) with Tastemaker Acquisition Corp. (Nasdaq: TMKR)
(“TMKR” or Tastemaker”), today announced it has signed a definitive
agreement to acquire HERCO Jewelry Company (“HERCO”), a leading
family-owned wholesale jewelry company specializing in higher-end
14K, 18K, and Platinum designs. The acquisition is expected to be
completed by mid-February.
Established in 1979 by the Itelman family in California, HERCO
has been successfully distributing jewelry offerings through its
large, diverse client base across the United States for more than
40 years. In its fiscal year ended December 31, 2022, HERCO
generated more than $25 million in revenues (unaudited)
demonstrating its leadership position and ability to deliver a
superior product portfolio, with a comprehensive range of prices
servicing a wide range of end-consumers through luxury independent
retail establishments.
"We are thrilled to welcome HERCO into the Quality Gold family,”
said Quality Gold’s co-founder and Chief Executive Officer, Michael
Langhammer. “Both Quality Gold and HERCO have demonstrated a track
record of success as family-owned businesses spanning several
decades, and we believe HERCO represents an ideal acquisition given
its strong product offerings and distribution capabilities. The
business Reuven Itelman and his family created has a loyal retailer
base, and we look forward to having the opportunity to leverage
their industry expertise, product portfolio, and customer network
as we continue to deliver value to our e-tail and retail partners
across the world.”
“This acquisition accelerates our growth, particularly within
the 18K and Platinum segments,” said Jason Langhammer, Chief
Operating Officer of Quality Gold. “It is a smart and strong
addition for us. We expect as a result of this transaction, there
is the potential for significant synergies that will make HERCO,
and by extension Quality Gold, stronger companies. We look forward
to building upon their success and continuing to offer the HERCO
brand to retailers.”
“As I considered retirement and what my family has built and the
legacy of the HERCO name in the industry, I knew I wanted a buyer
that would keep the HERCO name alive,” said Reuven Itelman,
President of HERCO. “I am incredibly grateful to the entire jewelry
community that my family and I have had the pleasure to be part of
for 43 years. Over the years, I've developed relationships with
manufacturers and retailers worldwide. There is nothing more
beautiful than the jewelry business. It is where art, engineering,
and design come together. It has given me great fulfillment in my
life, and I've learned so much from others who care deeply about
this industry.”
Itelman continued, “So in speaking with and getting to know
Michael Langhammer, I have complete confidence that the
long-lasting HERCO reputation that has been important to me is now
in good hands with Quality Gold. Quality Gold has a strong
relationship with independent jewelers and a plan for HERCO to live
on.”
The acquisition of HERCO expands on Quality Gold’s successful
M&A activity over recent years as it continues to acquire
top-quality businesses in the fragmented jewelry industry and adds
additional assets in the higher-end jewelry market to its
portfolio. JD Merit represented HERCO as their exclusive financial
advisor on the transaction. Terms of the transaction have not been
disclosed.
Business Combination with Tastemaker Acquisition
Corp.
On October 20, 2022, Quality Gold, Tastemaker and certain other
parties entered into the Business Combination Agreement. The
transaction (the “Proposed Business Combination”), which does not
have a minimum cash condition, will require the approval of
Tastemaker stockholders and is subject to other customary closing
conditions, including the receipt of certain regulatory approvals.
Upon closing of the transaction, which is expected to occur in the
second quarter of 2023, the combined company will be named Quality
Gold Holdings, Inc. and is expected to be listed on the Nasdaq
under the ticker “QGLD.”
About Quality Gold, Inc.
Founded in 1979, Quality Gold, Inc. is a global company
headquartered in Fairfield, Ohio, and operates within the United
States, Canada and India. The Company offers more than 165,000
jewelry and gift products that are available to ship same day.
Quality Gold actively serves more than 15,000 retailers across the
United States, its territories, and Canada. The Company’s business
has been built on a commitment to provide the largest selection of
products, the best service, and the best value to its customers.
For more information, please visit https://www.qgold.com/.
About HERCO Jewelry CompanyHERCO Jewelry
Company is an American fine jewelry wholesaler, family-owned and
operated since 1979. HERCO specializes in high-end 14K, 18K,
Platinum, and diamond products available through luxury retail
establishments. Customer confidence is their highest priority. For
more information, please visit https://www.herco.com/.
Forward-Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of applicable
United States federal securities laws. Forward-looking statements
include, but are not limited to, statements regarding any of
Tastemaker’s, Quality Gold’s, or their respective affiliates’
expectations, hopes, beliefs, intentions or strategies regarding
the future including, without limitation, statements regarding: (i)
the size, demand, and growth potential of the markets for Quality
Gold’s products, (ii) Quality Gold’s business and acquisition
strategy, (iii) the expansion of Quality Gold’s product categories,
(iv) the implied upside and implied valuation of Quality Gold, (v)
potential competition; (vi) Quality Gold’s projected financial
results, (vii) statements regarding Quality Gold’s value, (viii)
statements regarding the potential results and benefits of the
Proposed Business Combination, the amount of cash to be delivered
at closing from Tastemaker’s trust account, and stockholder value,
(ix) expectations related to the terms of the Proposed Business
Combination, and (x) statements regarding the satisfaction of
closing conditions to the Proposed Business Combination and the
timing of the completion of the Proposed Business Combination. In
addition, any statements that refer to projections, forecasts, or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “strive,” “would” and
similar expressions may identify forward-looking statements, but
the absence of these words does not mean that statement is not
forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties.
Forward-looking statements are subject to a number of known and
unknown risks, uncertainties and assumptions, and actual results
may differ materially from those expressed or implied in those
statements due to various important factors, including, but not
limited to: (i) the outcome of any proceedings that may be
instituted against Tastemaker or Quality Gold following the
announcement of the Proposed Business Combination; (ii) the
inability of Tastemaker and Quality Gold to complete the Proposed
Business Combination, including due to failure to obtain approval
of the stockholders of Tastemaker, delays in obtaining, adverse
conditions in, or the inability to obtain regulatory approvals, or
delays in completing regulatory reviews, required to complete the
Proposed Business Combination; (iii) the risk that the Proposed
Business Combination disrupts current plans and operations, and
(iv) the inability to recognize the anticipated benefits of the
Proposed Business Combination, which may be affected by, among
other things, competition, the ability of the combined company to
grow and manage growth profitability, maintain relationships with
customers and suppliers and retain key employees, costs related to
the Proposed Business Combination, changes in applicable law and
regulations, the possibility that the combined company may be
adversely affected by other economic, business, regulatory and/or
competitive factors, the impact of the global COVID-19 pandemic,
and other risks and uncertainties described in Tastemaker’s Annual
Report on Form 10-K for the year ended December 31, 2021, its
Quarterly Reports on Form 10-Q and the Registration Statement on
Form S-4 filed by Quality Gold Holdings, Inc., an affiliate of
Quality Gold (“New Parent”), in connection with the Proposed
Business Combination, including those under “Risk Factors” in the
Registration Statement and those filings with the U.S. Securities
and Exchange Commission (the “SEC”), and as indicated from time to
time in Tastemaker’s and New Parent’s other SEC filings. You should
carefully consider the risks and uncertainties described in the
“Risk Factors” section of Tastemaker’s registration statement on
Form S-1, the proxy statement/prospectus on Form S-4 relating to
the Proposed Business Combination, which was filed with the SEC by
New Parent on December 23, 2022, and other documents filed by
Tastemaker or New Parent from time to time with the SEC. These
filings made by Tastemaker and New Parent identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Tastemaker,
Quality Gold or any of their respective affiliates and their
respective representatives assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. None of
Tastemaker, Quality Gold or any of their respective affiliates nor
any of their respective representatives gives any assurance that
Tastemaker, Quality Gold or any of their respective affiliates will
achieve their respective expectations.
No Offer or Solicitation
This press release shall not constitute an offer to sell, a
solicitation of an offer to buy or a recommendation to purchase any
securities, or the solicitation of any proxy, vote, consent or
approval in any jurisdiction in connection with the Proposed
Business Combination, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdictions. This communication is
restricted by law; it is not intended for distribution to, or use
by any person in, any jurisdiction where such distribution or use
would be contrary to local law or regulation.
Additional Information About the Proposed Business
Combination and Where to Find It
New Parent filed a registration statement on Form S-4 (File No.
333-268971) (the “Registration Statement”) that includes a proxy
statement with respect to Tastemaker’s stockholder meeting to vote
on the transaction and a prospectus with respect to New Parent’s
securities to be issued in connection with the Proposed Business
Combination. The Registration Statement is not yet effective. The
Registration Statement, including the proxy statement/prospectus
contained therein, when it is declared effective by the SEC, will
contain important information about the Proposed Business
Combination and the other matters to be voted upon at a meeting of
Tastemaker’s stockholders to be held to approve the Proposed
Business Combination and other matters (the “Special Meeting”).
Tastemaker and New Parent may also file other documents with the
SEC regarding the Proposed Business Combination. Tastemaker
stockholders and other interested persons are advised to read the
Registration Statement, including the proxy statement/prospectus
contained therein, as well as any amendments or supplements
thereto, because they will contain important information about the
Proposed Business Combination. When available, the definitive proxy
statement/prospectus will be mailed to Tastemaker stockholders as
of a record date to be established for voting on the Proposed
Business Combination and the other matters to be voted upon at the
Special Meeting. Investors and security holders will be able to
obtain free copies of the preliminary proxy statement/prospectus
and other documents containing important information about
Tastemaker and Quality Gold through the website maintained by the
SEC at www.sec.gov. Copies of the documents filed with the SEC by
Tastemaker or New Parent can be obtained free of charge by
directing a written request to Tastemaker Acquisition Corp. at 501
Madison Avenue, Floor 5, New York, NY 10022.
Participants in the Solicitation
New Parent, Tastemaker, Quality Gold and their respective
directors and executive officers, under SEC rules, may be deemed to
be participants in the solicitation of proxies of Tastemaker’s
stockholders in connection with the Proposed Business Combination.
You may obtain more detailed information regarding the names and
interests in the Proposed Business Combination of Tastemaker’s
directors and officers in Tastemaker’s filings with the SEC,
including Tastemaker’s annual report on Form 10-K for the year
ended December 31, 2021. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies to Tastemaker’s stockholders in connection with the
Proposed Business Combination are set forth in the preliminary
proxy statement/prospectus forming a part of the Registration
Statement. Investors and security holders of Tastemaker and Quality
Gold are urged to carefully read in their entirety the preliminary
proxy statement/prospectus and other relevant documents that will
be filed with the SEC, when they become available, because they
will contain important information about the Proposed Business
Combination.
Contacts
Investor RelationsCaitlin Churchill ICR, Inc.
QualityGoldIR@icrinc.com
Media Relations Keil DeckerICR, Inc.
QualityGoldPR@icrinc.com
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