NEW YORK, Dec. 2, 2015 /PRNewswire/ -- Martha Stewart
Living Omnimedia, Inc. ("MSLO") (NYSE: MSO) announced today the
preliminary results of the merger consideration elections made by
stockholders of the company in connection with the company's
proposed merger transactions with Sequential Brands Group, Inc.
("Sequential") (Nasdaq: SQBG).
Pursuant the Agreement and Plan of Merger, dated June 22, 2015, as amended October 22, 2015, between MSLO, Sequential,
Singer Madeline Holdings, Inc. ("TopCo"), Singer Merger Sub, Inc.
and Madeline Merger Sub, Inc. (the "Merger Agreement"), MSLO
stockholders were entitled to either (i) $6.15 in cash or (ii) a number of shares of TopCo
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.
The deadline for MSLO stockholder elections expired at
5:00 pm Eastern Time on December 1, 2015 (the "Election Deadline").
Based on available information as of the Election Deadline, the
preliminary merger consideration election results are as
follows:
- Holders of approximately 21.8% of the outstanding MSLO common
stock, or 12,513,909 shares, elected to receive all of their
consideration in the form of shares of TopCo, subject to
proration.
- Holders of approximately 44.5% of the outstanding MSLO common
stock, or 25,576,485 shares, elected to receive all of their
consideration in the form of cash, subject to proration.
- Holders of approximately 20.1% of the outstanding MSLO common
stock, or 11,597,002 shares, elected to receive half of their
consideration in the form of shares of TopCo and half in the form
of cash. Such holders' election is not subject to
proration.
- Holders of approximately 13.6% of the outstanding MSLO common
stock, or 7,820,969 shares, failed to make a valid election prior
to the Election Deadline and will receive the form of consideration
set forth in the Merger Agreement.
Because the preliminary results indicate that the cash election
option is oversubscribed, such election will be prorated pursuant
to the terms set forth in the Merger Agreement and as further
described in the registration statement on Form S-4 (File No.
333-205940), dated October 22, 2015,
which included a prospectus with respect to the shares to be issued
in the proposed transaction, and a proxy statement for the
stockholders of MSLO and an information statement for the
stockholders of SQBG. After the final results of the merger
consideration election process are determined, the final allocation
of the merger consideration will be calculated in accordance with
the terms of the Merger Agreement.
MSLO anticipates that the merger transactions with Sequential
will close on December 4, 2015.
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 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. MSLO's and SQBG'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 MSLO's current views with
respect to future events, based on what MSLO believes 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 the Singer Madeline Holdings, Inc.,
SQBG and MSLO have filed with the Securities and Exchange
Commission (the "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 SQBG'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
MSLO's control. Refer to section entitled "Risk Factors" set
forth each of in SQBG's and MSLO's 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 the Company's
business, results of operations and financial condition.
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. MSO is not 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.
Additional Information and Where to Find It
The proposed transaction involving Singer Madeline Holdings,
Inc., SQBG and MSLO has been submitted to the stockholders of MSLO
for their consideration. In connection with the proposed
transaction, Singer Madeline Holdings, Inc. filed 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, and a proxy
statement for the stockholders of MSLO and an information statement
for the stockholders of SQBG (the "Combined Statement") and each of
MSLO and SQBG 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 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, SQBG
or Singer Madeline Holdings, Inc. 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.
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SOURCE Martha Stewart Living Omnimedia, Inc.