Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”)
(Nasdaq: HYFM), a leading distributor and manufacturer of
hydroponics equipment and supplies, today announced that the
Company will redeem certain of its outstanding warrants (the
“Investor Warrants”). Holders of the Investor Warrants have until
5:00 p.m. Eastern Time on July 19, 2021 to exercise their Investor
Warrants. The Investor Warrants are exercisable for an aggregate of
approximately 3.37 million shares of common stock, which reflects
the total number of outstanding Investor Warrants as of June 15,
2021, at a price of $16.86 per share, representing approximately
$54.0 million in total potential cash net proceeds to Hydrofarm.
Following the redemption, and assuming all outstanding Investor
Warrants are exercised, Hydrofarm expects to have approximately
43.2 million shares of common stock outstanding.
Bill Toler, Chairman and Chief Executive Officer
of Hydrofarm, stated, “The redemption of our Investor Warrants will
further strengthen our financial position by adding up to $54
million of additional cash to our balance sheet, while also
streamlining our capital structure. The redemption also helps
position us to continue to invest in our organic growth, as well as
execute our acquisition strategy going forward.”
Investor Warrant Details
Under the terms of the Investor Warrants,
Hydrofarm is entitled to redeem all of the outstanding Investor
Warrants for a redemption price of $0.00033712 per Investor Warrant
if (i) there is an effective registration statement covering the
resale of the shares of common stock underlying the Investor
Warrants, and (ii) the volume-weighted average price of the
Company’s common stock for the twenty (20) consecutive trading days
prior to the date of the notice of redemption is at least $25.28.
These requirements have been achieved.
Any Investor Warrants that remain unexercised
immediately after 5:00 p.m. Eastern Time on July 19, 2021, the
redemption date, will be void and no longer exercisable, and the
holders of those Investor Warrants will be entitled to receive
$0.00033712 per Investor Warrant.
Additional Information
At the direction of the Company, Continental
Stock Transfer & Trust Company, in its capacity as warrant
agent, has mailed a notice of redemption to each of the registered
holders of the outstanding Investor Warrants. Holders
of Investor Warrants in “street name” should immediately contact
their broker to determine their broker’s procedure for exercising
their Investor Warrants since the process to exercise is
voluntary.
None of Hydrofarm, its Board of Directors or
employees has made or is making any representation or
recommendation to any holder of the Investor Warrants as to whether
to exercise or refrain from exercising any Investor Warrants.
The shares of common stock underlying the
Investor Warrants have been registered by the Company under the
Securities Act of 1933, as amended, and are covered by a
registration statement filed on Form S-1 with, and declared
effective by, the Securities and Exchange Commission (Registration
No. 333-256938).
Questions concerning redemption and exercise of
the Investor Warrants can be directed to Continental Stock Transfer
& Trust Company, 1 State Street, 30th Floor, New York, New York
10004, Attention: Compliance Department, telephone number (212)
509-4000.
No Offer or Solicitation
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any offer of any of Hydrofarm’s securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such jurisdiction.
About Hydrofarm Holdings Group, Inc.
Hydrofarm is a leading distributor and manufacturer of
controlled environment agriculture equipment and supplies,
including high-intensity grow lights, climate control solutions,
and growing media, as well as a broad portfolio of innovative and
proprietary branded products. For more than 40 years, Hydrofarm has
helped growers in the U.S. and Canadian markets make growing easier
and more productive. The Company’s mission is to empower growers,
farmers and cultivators with products that enable greater quality,
efficiency, consistency and speed in their grow projects. For
additional information, please visit: www.hydrofarm.com
Cautionary Note Regarding Forward-Looking
Statements
Statements contained in this press release, other than
statements of historical fact, which address activities, events and
developments that the Company expects or anticipates will or may
occur in the future, including, but not limited to, statements
regarding the redemption of the Investor Warrants, the expected
proceeds from the exercise of the Investor Warrants and the
expected use of such proceeds, information regarding the future
economic performance and financial condition of the Company, the
plans and objectives of the Company’s management, and the Company’s
assumptions regarding such performance and plans are
“forward-looking statements” within the meaning of the U.S. federal
securities laws that are subject to risks and uncertainties. These
forward-looking statements generally can be identified as
statements that include phrases such as “guidance,” “outlook,”
“projected,” “believe,” “target,” “predict,” “estimate,”
“forecast,” “strategy,” “may,” “goal,” “expect,” “anticipate,”
“intend,” “plan,” “foresee,” “likely,” “will,” “should” or other
similar words or phrases. Actual results could differ materially
from the forward-looking information in this release due to a
variety of factors, including, but not limited to:
The ongoing COVID-19 pandemic could have a material adverse
effect on the Company’s business, results of operation, financial
condition and/or cash flows; Interruptions in the Company's supply
chain, whether due to COVID-19 or otherwise could adversely impact
expected sales growth and operations; The highly competitive nature
of the Company’s markets could adversely affect its ability to
maintain or grow revenues; Certain of the Company’s products may be
purchased for use in new or emerging industries or segments,
including the cannabis industry, and/or be subject to varying,
inconsistent, and rapidly changing laws, regulations,
administrative and enforcement approaches, and consumer perceptions
and, among other things, such laws, regulations, approaches and
perceptions may adversely impact the market for the Company’s
products; Compliance with environmental and other public health
regulations or changes in such regulations or regulatory
enforcement priorities could increase the Company’s costs of doing
business or limit the Company’s ability to market all of its
products; Damage to the Company’s reputation or the reputation of
its products or products it markets on behalf of third parties
could have an adverse effect on its business; If the Company is
unable to effectively execute its e-commerce business, its
reputation and operating results may be harmed; The Company’s
operations may be impaired if its information technology systems
fail to perform adequately or if it is the subject of a data breach
or cyber-attack; The Company may not be able to adequately protect
its intellectual property and other proprietary rights that are
material to the Company’s business; Acquisitions, other strategic
alliances and investments could result in operating and integration
difficulties, dilution and other harmful consequences that may
adversely impact the Company’s business and results of operations.
Additional detailed information concerning a number of the
important factors that could cause actual results to differ
materially from the forward-looking information contained in this
release is readily available in the Company’s annual, quarterly and
other reports. The Company disclaims any obligation to update
developments of these risk factors or to announce publicly any
revision to any of the forward-looking statements contained in this
release, or to make corrections to reflect future events or
developments.
Contacts
Investor Relations:Fitzhugh Taylor /
ICRir@hydrofarm.com
Company Contact:Jeff
Petersonjeffp@hydrofarm.com
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