BENSALEM, PA — StoneMor Inc. (NYSE: STON) announced that its board of directors recently received a letter, dated September 22, 2021, from Axar Capital Management, LP in which Axar expressed an interest in pursuing discussions concerning strategic alternatives that may be beneficial to the Company and its various stakeholders.
Axar currently owns approximately 75% of the Company’s outstanding common stock. Axar has engaged Schulte Roth & Zabel LLP as its legal advisor and stated in the Letter that it would engage a financial advisor at the appropriate time. According to the Letter, Axar expects that any such discussions would be conducted with a special committee of the Board, assisted by financial and legal advisors it engages. The Letter also states that any transaction involving Axar arising from such discussions would be conditioned upon, among other things, approval of the special committee and the Board, the negotiation and execution of mutually satisfactory definitive agreements and customary terms. The Letter also stated that any transaction structured as a take-private transaction would be subject to a closing condition that the approval of holders of a majority of the outstanding shares not owned by Axar or its affiliates be obtained. A copy of the Letter is attached hereto as Annex A.
On September 26, 2021, the Board authorized its Conflicts Committee, which is comprised of independent directors Stephen J. Negrotti, Kevin Patrick and Patricia Wellenbach, to engage in the discussions contemplated by the Letter, including the authority to engage in discussions concerning and to negotiate the terms and provisions of any strategic alternative the Conflicts Committee determines to be appropriate in connection with such discussions. Under its charter, the Conflicts Committee has the authority to reject, approve or recommend that the Board approve any transaction that is a related party transaction, which would include any transaction to which Axar is a party. The Conflicts Committee intends to retain independent legal and financial advisors to assist in such discussions.
The Board states it cautions the Company’s stockholders and others considering trading in the Company’s securities that the discussions contemplated by the Letter have not commenced, and there can be no assurance that any transaction will result from such discussions. The Company does not undertake any obligation to provide any updates with respect to these matters, except as required under applicable law.
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