StoneMor Announces Completion of Merger with Axar Affiliate
03 Noviembre 2022 - 2:35PM
StoneMor Inc. (NYSE: STON) (“StoneMor” or the
“Company”), a leading owner and operator of cemeteries and
funeral homes, today announced the completion of the merger
contemplated by the previously announced Agreement and Plan of
Merger (the “Merger Agreement”), dated as of May 24, 2022, by and
among the Company, Axar Cemetery Parent Corp. (“Parent”), a
Delaware corporation and an indirect wholly-owned subsidiary of
Axar Capital Management, LP (“Axar”), and Axar Cemetery Merger
Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent (“Merger Sub”), pursuant to which Merger Sub was merged with
and into the Company (the “Merger”), with the Company surviving the
Merger as the surviving corporation (the “Surviving Corporation”)
and becoming a wholly-owned subsidiary of Parent.
At a special meeting of the Company’s stockholders held on
November 1, 2022, the proposal to adopt the Merger Agreement was
approved by (i) holders of a majority of the issued and outstanding
shares of the Company’s common stock at the close of business on
September 15, 2022 (the “Record Date”) and (b) holders of a
majority of the issued and outstanding shares of the Company’s
common stock on the Record Date other than (i) shares of common
stock held by Parent and its wholly-owned subsidiaries or
beneficially owned by any affiliate of Parent (the “Axar Shares”)
and (ii) shares of common stock held by members of the Company’s
Board of Directors (the “Board”), the officers of the Company (as
defined by Rule 16-1(f) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) and any immediate family members
of a Board member or officer.
The Merger became effective at 4:05 p.m. EDT on November 3, 2022
(the “Effective Time”). No stockholder validly demanded appraisal
of such stockholder’s shares pursuant to Section 262 of the
Delaware General Corporation Law. At the Effective Time, each
outstanding share of common stock, other than (i) Axar Shares and
(ii) shares of common stock held by the Company (“Treasury Shares”)
was cancelled and converted into the right to receive $3.50 in cash
per share, without interest (the “Merger Consideration”). As a
result of the Merger, the Company became an indirect wholly-owned
subsidiary of Axar. The Company’s common stock will be delisted
from and, as of prior to the opening of trading on November 4,
2022, will no longer trade on, the New York Stock Exchange. The
Company intends to file with the Securities and Exchange Commission
a notice on Form 15 of termination of registration of the Common
Stock, and suspension of the Company’s reporting obligations, under
the Exchange Act.
At the Effective Time, each holder of outstanding shares of
Common Stock, other than the Axar Shares and the Treasury Shares,
ceased to have any rights as a stockholder of the Company other
than the right to receive the Merger
Consideration. Stockholders will receive a letter
of transmittal and instructions on how to surrender their share
certificates in exchange for the Merger Consideration. Stockholders
should wait to receive the letter of transmittal before
surrendering their share certificates. Stockholders of the Company
that hold shares in street name will receive the Merger
Consideration in their brokerage or similar accounts.
About StoneMor Inc.
StoneMor Inc., headquartered in Bensalem, Pennsylvania, is an
owner and operator of cemeteries and funeral homes in the United
States, with 302 cemeteries and 74 funeral homes in 23 states and
Puerto Rico. StoneMor’s cemetery products and services, which are
sold on both a pre-need (before death) and at-need (at death)
basis, include: burial lots, lawn and mausoleum crypts, burial
vaults, caskets, memorials, and all services which provide for the
installation of this merchandise. For additional information about
StoneMor Inc. please visit StoneMor’s website, and the investors
section, at http://www.stonemor.com.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained in this press release, including,
but not limited to, matters regarding suspension of trading on and
delisting from the New York Stock Exchange, suspension and
termination of the Company’s reporting obligations under the
Exchange Act and exchange of share certificates for Merger
Consideration, are forward-looking statements. Generally, the words
“believe,” “may,” “will,” “would,” “estimate,” “continue,”
“anticipate,” “intend,” “project,” “expect,” “predict” and similar
expressions identify these forward-looking statements. These
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements
are based on management’s current beliefs, expectations, plans,
assumptions and objectives of the Company and are subject to
significant risks and uncertainties. All forward-looking statements
speak only as of the date as of which they are made. These
statements are not guarantees and involve certain risks,
uncertainties and assumptions concerning future events that are
difficult to predict. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to, the risk of unexpected costs or liabilities and the
risk that general and business conditions may change. When
considering forward-looking statements, you should keep in mind the
risk factors and other cautionary statements set forth in
StoneMor’s Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q and the other reports that StoneMor
files with the Securities and Exchange Commission (the “SEC”, from
time to time. Except as required under applicable law, StoneMor
assumes no obligation to update or revise any forward-looking
statements made herein or any other forward-looking statements made
by it, whether as a result of new information, future events or
otherwise.
Investor RelationsStoneMor Inc.(215) 826-4438
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