TIDMIGR
RNS Number : 5001B
IG Design Group PLC
31 January 2020
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE
REPUBLIC OF IRELAND, SWITZERLAND, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
31 January 2020
IG Design Group plc
("Design Group", the "Company" or the "Group")
Commencement of Tender Offer Process
IG Design Group plc, one of the world's leading designers,
innovators and manufacturers of celebrations, gifting, stationery
and creative play products, today announces that, further to the
announcement made on 20 January 2020 regarding the proposed
Acquisition of CSS Industries, Inc. ("CSS") (NYSE: CSS), IG Design
Group Americas, Inc., a wholly owned subsidiary of the Company has
today commenced a tender offer through its wholly-owned subsidiary
Tom Merger Sub Inc. to purchase all outstanding shares of common
stock of CSS for $9.40 per share in cash. The tender offer is being
made pursuant to the Agreement and Plan of Merger entered into and
among IG Design Group Americas, Inc., Tom Merger Sub Inc., the
Company and CSS dated 20 January 2020.
The Offer is scheduled to expire at one minute after 11:59 p.m.
Eastern Standard Time at the end of the day on Friday 28 February
2020 unless the Offer is extended or earlier terminated.
Consummation of the Offer is conditional upon (i) there having
been validly tendered in the Offer and not withdrawn on or before
one minute after 11:59 p.m. Eastern Standard Time at the end of the
day on Friday 28 February 2020 (such date, as it may be extended by
Tom Merger Sub Inc. from time to time in accordance with the Merger
Agreement, the "Expiration Time"), that number of shares that would
represent at least a 51% majority of shares then outstanding, (ii)
no Material Adverse Effect (as defined in the Merger Agreement) in
respect of CSS having occurred following the date of the Merger
Agreement, (iii) the Company having completed an equity financing
for gross proceeds of approximately $154.8 million, and (iv) the
satisfaction of other customary conditions. Shares that are
tendered pursuant to a notice of guaranteed delivery but not
actually delivered to the depositary for the tender offer, American
Stock Transfer & Trust Company, LLC, prior to the Expiration
Time of the Offer, will not be deemed to be validly tendered into
the Offer unless and until such shares underlying such notices of
guaranteed delivery are delivered.
As promptly as practicable following the successful completion
of the Offer, the Company, through its wholly-owned subsidiary IG
Design Group Americas, Inc., will acquire all remaining shares of
CSS through a merger of Tom Merger Sub Inc. with and into CSS.
Complete terms and conditions of the Offer are set forth in the
Offer to Purchase, Letter of Transmittal and other related
materials, which have been filed by the Company, IG Design Group
Americas, Inc. and Tom Merger Sub Inc. with the United States
Securities and Exchange Commission (the "SEC") today. In addition,
CSS has filed a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC relating to the tender offer that includes the
unanimous recommendation of its board of directors that its common
stockholders accept the Offer and tender their shares of common
stock in the Offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials are available free of charge from MacKenzie
Partners, Inc., the Information Agent for the Offer. CSS
stockholders who have questions regarding the tender offer should
contact the Information Agent at (212) 929-5500 (collect) if you
are a bank or brokerage firm or otherwise at (800) 322-2885
(toll-free). American Stock Transfer & Trust Company, LLC is
acting as depositary for the tender offer.
The Company will provide further comments on the Acquisition as
appropriate.
For further information, please contact:
IG Design Group plc Tel: 0152 588 7310
Paul Fineman, Chief Executive Officer
Giles Willits, Chief Financial Officer
Canaccord Genuity Limited (Nominated Tel: 0207 523 8000
Adviser, Sole Bookrunner and Sole
Broker)
Bobbie Hilliam, NOMAD
Alex Aylen, Sales
Tel: 0203 405 0205
Alma PR
Rebecca Sanders-Hewett
Susie Hudson designgroup@almapr.co.uk
Sam Modlin
Important Information for Investors and Stockholders
This press release is provided for informational purposes only
and does not constitute an offer to purchase or the solicitation of
an offer to sell any securities. IG Design Group PLC ("IG Design
Group"), its wholly-owned subsidiary, IG Design Group Americas,
Inc. ("IG Design Group Americas") and its wholly-owned subsidiary,
Tom Merger Sub Inc.("Tom Merger Sub") have filed with the
Securities and Exchange Commission (the "SEC") a Tender Offer
Statement on Schedule TO containing an offer to purchase, a form of
letter of transmittal and other documents relating to the tender
offer, and CSS Industries, Inc. ("CSS") has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. IG Design Group, IG Design Group
Americas, Tom Merger Sub, and CSS will mail these documents without
charge to CSS common stockholders. Investors and shareholders
should read those filings carefully as they contain important
information about the tender offer. Those documents may be obtained
without charge at the SEC's website at www.sec.gov and at IG Design
Group website at www.thedesigngroup.com. The website addresses of
the SEC and IG Design Group are included in this press release as
an inactive textual reference only. The information contained on
these websites are not incorporated by reference in this press
release and should not be considered to be a part of this press
release. The offer to purchase and related materials may also be
obtained without charge by contacting MacKenzie Partners, Inc., the
Information Agent for the Offer at (212) 929-5500 (collect) if you
are a bank or brokerage firm or otherwise at (800) 322-2885
(toll-free).
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication, including statements
regarding the proposed transaction between Design Group and CSS,
Design Group's and CSS' financial estimates and/or business
prospects, the combined company's plans, objectives, expectations
and intentions, the expected size, scope and growth of the combined
company's operations and the markets in which it will operate,
expected synergies, as well as the expected timing and benefits of
the transaction, may contain words such as "expects," "may,"
"potential," "upside," "approximately," "project," "would,"
"could," "should," "will," "anticipates," "believes," "intends,"
"estimates," "targets," "plans," "envisions," "seeks" and other
similar language and are considered forward-looking statements or
information under applicable securities laws. These statements are
based on Design Group's current expectations, estimates, forecasts
and projections about the proposed transaction and the operating
environment, economies and markets in which Design Group and CSS
operate, are subject to important risks and uncertainties that are
difficult to predict and the actual outcome may be materially
different. These statements reflect beliefs and assumptions that
are based on Design Group's and CSS' perception of historical
trends, current conditions and expected future developments as well
as other factors management believes are appropriate in the
circumstances. In making these statements, Design Group and CSS
have made assumptions with respect to the ability of Design Group
and CSS to achieve expected synergies and the timing of same, the
ability of Design Group and CSS to predict and adapt to changing
customer requirements, preferences and spending patterns, the
ability of Design Group and CSS to protect their intellectual
property, future capital expenditures, including the amount and
nature thereof, business strategy and outlook, expansion and growth
of business and operations, credit risks, anticipated acquisitions,
future results for Design Group being similar to historical
results, expectations related to future general economic and market
conditions and other matters. Design Group's and CSS' beliefs and
assumptions are inherently subject to significant business,
economic, competitive and other uncertainties and contingencies
regarding future events and as such, are subject to change. Design
Group's beliefs and assumptions may prove to be inaccurate and
consequently Design Group's actual results could differ materially
from the expectations set out herein.
About IG Design Group plc
IG Design Group plc, the largest consumer gift packaging
business in the world, is a designer, innovator and manufacturer of
products that help people celebrate life's special occasions.
Design Group works with more than 11,000 customers in over 80
countries throughout the UK, Europe, Australia and the USA. Its
products are found in over 210,000 retail outlets, including
several of the world's biggest retailers, for example Walmart,
Target, Amazon, Costco, Lidl and Aldi. Its brand, Tom Smith, also
holds the Royal Warrant for the supply of Christmas crackers and
Christmas wrapping paper to the Royal family. Design Group is a
diverse business operating across multiple regions, categories,
seasons and brands. Its four major product categories are:
Celebrations, Stationery and Creative Play, Gifting, and
Not-for-resale consumables. It offers customers a full end-to-end
service from design through to distribution, offering both branded
and bespoke products from the value-focused through to the
higher-margin ends of the market. The acquisition of Impact
Innovations Inc. has
significantly increased the scale of the Group and added to the
Celebrations category with seasonal home décor product range
providing a further opportunity for growth. The Company was
admitted to the Alternative Investment Market of the London Stock
Exchange in 1995 under the name 'International Greetings plc' and
rebranded to IG Design Group plc in 2016. For further information
please visit www.thedesigngroup.com.
About CSS Industries, Inc.
CSS is a creative consumer products company, focused on the
craft, gift and seasonal categories. For these design-driven
categories, CSS engages in the creative development, manufacture,
procurement, distribution and sale of its products with an
omni-channel approach focused primarily on mass market retailers.
CSS' core products within the craft category include sewing
patterns, ribbons, trims, buttons, needle arts and kids' crafts.
For the gift category, its core products are designed to celebrate
certain life events or special occasions, with a focus on packaging
items, such as ribbons, bows, bags and wrap, as well as stationery,
baby gift items, and party and entertaining products. For the
seasonal category, CSS' focus is on holiday gift packaging items
including ribbons, bows, bags, tags and gift card holders, in
addition to specific holiday-themed decorations and activities,
including Easter egg dyes and Valentine's Day classroom exchange
cards. In keeping with CSS' corporate mission, all of its products
are designed to help make life memorable.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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