TIDMIGR
RNS Number : 5901E
IG Design Group PLC
02 March 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.
2 March 2020
IG Design Group plc
("Design Group", the "Company" or the "Group")
Results 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 reports the results of its
previously announced tender offer made on 31 January 2020 to
purchase all outstanding shares of common stock of CSS Industries,
Inc. ("CSS") (NYSE: CSS) for $9.40 per share in cash.
The previously announced tender offer expired at the end of the
day one minute after 11:59 p.m. Eastern Standard time, on 28
February 2020, and was not extended. The Depositary for the tender
offer advised the Company, that, as of the expiration of the tender
offer, 7,778,729 shares of CSS common stock, representing
approximately 87.6 percent of the CSS common stock issued and
outstanding as of the expiration of the tender offer, had been
validly tendered and not validly withdrawn pursuant to the tender
offer (excluding shares with respect to which notices of guaranteed
delivery were delivered but the shares represented thereby were not
yet delivered). In addition, the Depositary for the tender offer
advised the Company, that, as of the expiration of the tender
offer, notices of guaranteed delivery had been delivered for 500
shares of CSS common stock, representing less than 0.01 percent of
the CSS common stock issued and outstanding as of the expiration of
the tender offer. The number of shares of CSS common stock tendered
(excluding shares delivered pursuant to Notices of Guaranteed
Delivery) satisfies the Minimum Condition. As the Minimum Condition
and each of the other conditions of the tender offer have been
satisfied or validly waived, Design Group, through its wholly owned
subsidiary, has accepted for payment all Shares of CSS common stock
that were validly tendered and not validly withdrawn pursuant to
the tender offer.
Following expiration of the tender offer and acceptance for
payment of the shares, the Company, through its wholly-owned
subsidiary, intends to complete its acquisition of CSS on 3 March
2020 by consummating a merger between CSS and a wholly-owned
subsidiary of the Company without a vote of the stockholders of CSS
in accordance with Section 251(h) of the Delaware General
Corporation Law, with CSS continuing as the surviving corporation
in the merger and thereby becoming a wholly owned subsidiary of the
Group. As a result of the merger, CSS will cease to be a publicly
traded company and the CSS common stock will no longer be listed on
The New York Stock Exchange.
All terms used but not defined in this announcement shall have
the meaning given in the announcement dated 31 January 2020.
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
Advisor, Broker and Financial Advisor)
Bobbie Hilliam, NOMAD
Alex Aylen, Sales
George Fleet, Financial Advisor
Alma PR Tel: 0203 405 0205
Rebecca Sanders-Hewett designgroup@almapr.co.uk
Susie Hudson
Sam Modlin
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
RTEUAVBRRAUORAR
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