NEW YORK, Nov. 23, 2015 /PRNewswire/ -- Sequential Brands
Group, Inc. ("Sequential") (Nasdaq: SQBG) and Martha Stewart Living
Omnimedia, Inc. ("MSLO") (NYSE: MSO) announced today that MSLO
stockholders that wish to make an election with respect to the
consideration they will receive if the proposed merger with
Sequential is consummated must deliver, or have delivered on their
behalf by their bank, broker or other nominee, a properly completed
election form to Broadridge, Inc. by 5:00
p.m. Eastern Standard Time on December 1, 2015 (the "Election Deadline"), which
is the day prior to the MSLO stockholders meeting regarding the
merger.
MSLO stockholders who beneficially hold their shares through a
bank, broker or other nominee may have an election deadline earlier
than the Election Deadline. These stockholders should carefully
review any materials they receive from their bank, broker or other
nominee to determine the election deadline applicable to them.
As previously announced, on June 22,
2015, MSLO entered into an Agreement and Plan of Merger
among MSLO, Sequential, Singer Madeline Holdings, Inc. ("TopCo"),
Singer Merger Sub, Inc. and Madeline Merger Sub, Inc. (as amended,
the "Merger Agreement"). Pursuant to the Merger Agreement,
stockholders of MSLO are entitled to elect to receive, for each
share of MSLO common stock they hold, either (i) $6.15 in cash or (ii) a number of shares of
TopCo, a newly formed public holding company, equal to $6.15 divided by the volume weighted average
price of Sequential common stock during the five-day period ending
on the trading day immediately prior to closing.
The MSLO stockholder election is subject to proration to ensure
that the aggregate cash paid and the number of shares of TopCo
common stock issued will each represent 50% of the aggregate merger
consideration. However, any MSLO stockholder that makes a
cash election with respect to 50% of its shares (or for holders of
an odd number of shares, as close to 50% as possible) and a stock
election with respect to the remainder of its shares will not be
subject to proration.
If, after submitting its election form, a MSLO stockholder
wishes to sell or otherwise transfer some or all of the shares
covered by its election, the stockholder will have to revoke its
election in order to deliver the shares to the purchaser or other
transferee. Such revocation must be received by Broadridge prior to
the Election Deadline. Because a MSLO stockholder may revoke
its election only prior to the Election Deadline, after the
Election Deadline and prior to the effective time of the merger,
such stockholder will not be able to sell or otherwise transfer
shares for which an election is effective as of the Election
Deadline.
MSLO stockholders who have not received any election materials
and who beneficially hold their shares through a bank, broker or
other nominee should contact their bank, broker or other nominee to
obtain additional copies of the election documents. Any other
MSLO stockholders who have not received an election form in the
mail, may request copies of the election form and instructions from
MSLO's exchange agent, Broadridge, Inc., by calling toll free,
1-855-793-5075.
MSLO's special meeting of stockholders is scheduled
for Wednesday, December 2,
2015. If the requisite stockholder approval is
received and all closing conditions are met, MSLO and Sequential
anticipate that the merger will close two days following the
special meeting of stockholders.
About Sequential Brands Group, Inc.
Sequential Brands Group, Inc. (Nasdaq: SQBG) owns, promotes,
markets, and licenses a portfolio of consumer brands in the
fashion, active, and lifestyle categories. Sequential seeks to
ensure that its brands continue to thrive and grow by employing
strong brand management, design and marketing teams. Sequential has
licensed and intends to license its brands in a variety of consumer
categories to retailers, wholesalers and distributors in
the United States and around the
world. For more information, please visit Sequential's website at:
www.sequentialbrandsgroup.com. To inquire about licensing
opportunities, please email: newbusiness@sbg-ny.com.
About Martha Stewart Living Omnimedia, Inc.
Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) is a
diversified media and merchandising company, inspiring and engaging
consumers with unique lifestyle content and distinctive products.
MSLO reaches approximately 100 million consumers across all media
platforms each month and has a growing retail presence in thousands
of retail locations. MSLO's media brands, available across multiple
platforms, include Martha Stewart
Living, Martha Stewart Weddings, and Everyday Food; MSLO
also offers books and utility Apps. MSLO's television and video
programming includes "Martha
Stewart's Cooking School" and "Martha Bakes" series on PBS, in addition to
made-for-the-web video and a vast library of how-to content
available online. MSLO also designs high-quality Martha Stewart products in a range of lifestyle
categories available through select retailers, including The Home
Depot, Macy's, JCPenney, Staples, PetSmart, Michaels and Jo-Ann
Fabric & Craft Stores. The MSLO family of brands also includes
Chef Emeril Lagasse's media and merchandising properties.
Additional information about MSLO is at www.marthastewart.com.
Forward-Looking Statements
Certain statements in this press release and oral statements
made from time to time by representatives of Sequential and MSLO
are forward-looking statements ("forward-looking statements")
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are made as of the date
hereof and are based on current expectations, estimates, forecasts
and projections as well as the beliefs and assumptions of
management. Sequential's and TopCo's actual results could differ
materially from those stated or implied in forward-looking
statements. Forward-looking statements include statements
concerning guidance, plans, objectives, goals, strategies,
expectations, intentions, projections, developments, future events,
performance or products, underlying assumptions and other
statements that are not historical in nature, including those that
include the words "subject to," "believes," "anticipates," "plans,"
"expects," "intends," "estimates," "forecasts," "projects," "aims,"
"targets," "may," "will," "should," "can," the negatives thereof,
variations thereon and similar expressions. Such forward-looking
statements reflect each of Sequential's and MSLO's current views
with respect to future events, based on what each of Sequential and
MSLO believe are reasonable assumptions. Whether actual results
will conform to expectations and predictions is subject to known
and unknown risks and uncertainties, including: (i) risks and
uncertainties discussed in the reports that Sequential and MSLO
have filed with the Securities and Exchange Commission ("SEC");
(ii) general economic, market, or business conditions; (iii) risks
associated with the ability to consummate the transaction and the
timing of the closing of the transaction; (iv) the ability to
successfully integrate Sequential's and MSLO's operations and
employees; (v) the ability to realize anticipated benefits and
synergies of the transaction; (vi) the potential impact of
announcement of the transaction or consummation of the transaction
on relationships, including with employees, licensees, customers
and competitors; and (vii) other circumstances beyond Sequential's,
MSLO's and TopCo's control. Refer to the section entitled "Risk
Factors" in each of Sequential's and MSLO's most recent Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q for a
discussion of important risks, uncertainties and other factors that
may affect each of Sequential's and MSLO's respective businesses,
results of operations and financial condition. Sequential's and
MSLO's stockholders are urged to consider such risks, uncertainties
and factors carefully in evaluating the forward-looking statements
and are cautioned not to place undue reliance on such
forward-looking statements. Forward-looking statements are not, and
should not be relied upon as, a guarantee of future performance or
results, nor will they necessarily prove to be accurate indications
of the times at or by which any such performance or results will be
achieved. As a result, actual outcomes and results may differ
materially from those expressed in forward-looking statements.
Neither Sequential nor MSLO is under any obligation to, and
expressly disclaims any such obligation to, update or alter its
forward-looking statements, whether as a result of new information,
future events or otherwise.
No Offer or Solicitation
This communication and the information contained in this
communication is for informational purposes only and shall not
constitute an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to or in
connection with the proposed transactions or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Additional Information and Where To Find It
The proposed transaction involving Sequential and MSLO will be
submitted to the stockholders of MSLO for their consideration. In
connection with the proposed transaction, Sequential and MSLO have
caused TopCo to file with the SEC a registration statement on Form
S-4 (the "Registration Statement") (File No. 333-205940), which
included a prospectus with respect to the shares to be issued in
the proposed transaction, a proxy statement for the stockholders of
MSLO and an information statement for the stockholders of
Sequential (the "Combined Statement") and each of MSLO and
Sequential have mailed the Combined Statement to their respective
stockholders and have filed, and will continue to file, other
documents regarding the proposed transaction with the SEC. The
definitive Registration Statement and the Combined Statement
contain important information about the proposed transaction and
related matters. SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE
REGISTRATION STATEMENT AND THE COMBINED STATEMENT CAREFULLY, AS
WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. The Registration
Statement, the Combined Statement and other relevant materials (as
they become available) and any other documents filed or furnished
by MSLO, Sequential or TopCo with the SEC may be obtained free of
charge at the SEC's website at www.sec.gov. In addition, security
holders are able to obtain free copies of the Registration
Statement and the Combined Statement from Sequential by going to
its investor relations page on its corporate website at
ir.sequentialbrandsgroup.com and from MSLO on its investor
relations page on its corporate website at
www.marthastewart.com/ir.
Participants in the Solicitation
MSLO, Sequential, their respective directors and certain of
their executive officers and employees may be deemed to be
"participants" in the solicitation of proxies in connection with
the proposed transaction. Information about Sequential's directors
and executive officers is set forth in its definitive proxy
statement for its 2015 Annual Meeting of Stockholders, which was
filed with the SEC on April 16, 2015,
and information about MSLO's directors and executive officers is
set forth in its amendment to its Annual Report on Form 10-K/A for
the calendar year ended December 31,
2014, which was filed with the SEC on April 27, 2015. These documents are available
free of charge from Sequential by going to its investor relations
page on its corporate website at ir.sequentialbrandsgroup.com and
from MSLO on its investor relations page on its corporate website
at www.marthastewart.com/ir.
Additional information regarding the interests of participants
in the solicitation of proxies in connection with the proposed
transaction will be included in the Registration Statement, the
Combined Statement and other relevant materials Sequential, MSLO
and TopCo intend to file with the SEC.
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SOURCE Martha Stewart Living Omnimedia, Inc.