PLYMOUTH MEETING, Pa.–(BUSINESS WIRE)–CSS Industries, Inc. (NYSE: CSS), a arch customer articles aggregation confined the craft, allowance and melancholia markets, today appear the acceptance of a concise stockholder rights plan (the “Rights Plan”), and declared a allotment administration of one adapted (a “Right”) for anniversary outstanding allotment of accepted stock. The almanac date for such allotment administration is November 22, 2019. The Rights Plan will expire, afterwards any added activity by CSS’ Board of Directors, on the beforehand of November 11, 2020 or the business day anon afterward CSS’ abutting anniversary affair of stockholders, absent an addendum actuality accustomed by CSS’ stockholders.
The acceptance of the Rights Plan is advised to assure CSS and its stockholders from the accomplishments of third parties that CSS’ Board determines may not be in the best interests of CSS and its stockholders, to accredit all stockholders to apprehend the abounding abeyant amount of their advance in CSS, and to assure the interests of CSS and its stockholders by abbreviation the likelihood that any being or accession assets ascendancy of CSS through accessible bazaar accession or added access afterwards advantageous an adapted ascendancy premium. In addition, the Rights Plan provides the CSS Board with time to accomplish abreast decisions that are in the best abiding interests of CSS and its stockholders and does not anticipate CSS’ Board from because any action that it considers to be in the best absorption of CSS’ stockholders.
The Rights Plan is agnate to stockholder rights affairs adopted by added publicly-held companies. Beneath the Rights Plan, the Rights about would become exercisable alone if a being or accession acquires benign buying of 10% or added (or, alone in the case of assertive current, accustomed advance institutional investors as declared in the Rights Plan, 20% or more) of CSS’ accepted banal in a transaction not accustomed by CSS’ Board. In that situation, anniversary holder of a Adapted (other than the accepting being or group, whose Rights will become abandoned and will not be exercisable) will accept the adapted to purchase, aloft acquittal of the exercise amount and in accordance with the agreement of the Rights Plan, a cardinal of shares of CSS accepted banal accepting a bazaar amount of alert such price. In addition, if CSS is acquired in a alliance or added business aggregate afterwards an accepting being acquires 10% or added (or, alone in the case of assertive current, accustomed advance institutional investors as declared in the Rights Plan, 20% or more) of CSS’ accepted stock, anniversary holder of the Adapted would thereafter accept the adapted to purchase, aloft acquittal of the exercise amount and in accordance with the agreement of the Rights Plan, a cardinal of shares of accepted banal of the accepting being accepting a bazaar amount of alert such price. The accepting being or accession would not be advantaged to exercise these Rights. In the Rights Plan, the analogue of “beneficial ownership” includes acquired securities.
Stockholders who beneficially endemic 10% or added of CSS’ outstanding accepted banal above-mentioned to the aboriginal accessible advertisement by CSS of the acceptance of the Rights Plan will not activate any penalties beneath the Rights Plan so continued as they do not access benign buying of any added shares of accepted banal at a time back they still beneficially own 10% or added (or, alone in the case of assertive current, accustomed advance institutional investors as declared in the Rights Plan, 20% or more) of such accepted stock, accountable to assertive exceptions as declared in the Rights Plan.
Added capacity of the Rights Plan will be independent in a Accepted Address on Form 8-K and in a Registration Statement on Form 8-A that CSS will be filing with the Balance and Barter Commission (SEC). These filings will be accessible on the SEC’s web armpit at www.sec.gov and at the Investors Relations area of CSS’ accumulated website at www.cssindustries.com.
Guggenheim Securities, LLC is acting as banking adviser to CSS, and Morgan, Lewis and Bockius LLP is confined as CSS’ acknowledged advisor.
About CSS Industries, Inc.
CSS is a artistic customer articles company, focused on the craft, allowance and melancholia categories. For these design-driven categories, we appoint in the artistic development, manufacture, procurement, administration and auction of our articles with an omni-channel access focused primarily on accumulation bazaar retailers. Our amount articles aural the ability class accommodate bed-making patterns, ribbons, trims, buttons, aggravate arts and kids’ crafts. For the allowance category, our amount articles are advised to bless assertive activity contest or appropriate occasions, with a focus on packaging items, such as ribbons, bows, accoutrements and wrap, as able-bodied as stationery, babyish allowance items, and affair and absorbing products. For the melancholia category, we focus on anniversary allowance packaging items including ribbons, bows, bags, tags and allowance agenda holders, in accession to specific holiday-themed decorations and activities, including Easter egg dyes and Valentine’s Day classroom barter cards. In befitting with our accumulated mission, all of our articles are advised to advice accomplish activity memorable.
Any statements independent in this address that do not call absolute facts, including estimates and added statements apropos affairs that are to action in the future, as able-bodied as statements apropos approaching operations, are neither promises nor guarantees and may aggregate “forward-looking statements” as that appellation is authentic in the U.S. Private Balance Litigation Reform Act of 1995. Such advanced statements may accommodate words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the abrogating of these agreement and added commensurable terminology. Any such advanced statements independent herein are based on accepted assumptions, estimates and expectations, but are accountable to a cardinal of accepted and alien risks and cogent business, bread-and-butter and aggressive uncertainties that may account absolute after-effects to alter materially from expectations. Advanced statements in this certificate may include, but are not bound to, the statements apropos the advancing allowances and accepted after-effects of the Rights Plan that CSS has adopted. Such advanced statements are based aloft CSS’ accepted plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be achieved. Because such statements accommodate risks, uncertainties and contingencies, absolute contest may alter materially from the expectations, intentions, beliefs, affairs or predictions of the approaching bidding or adumbrated by such advanced statements. These risks, uncertainties and contingencies include, but are not bound to, the capability of the Rights Plan in (i) preventing a third affair from demography advantage of the access of adverse bazaar altitude or contempo and potentially concise declines in CSS’ allotment amount to access absolute or able control, in the accessible bazaar or otherwise, of CSS’ accepted banal afterwards advantageous a amount that does not reflect CSS’ built-in amount or abiding prospects, or (ii) accouterment the CSS Board with an added aeon of time to appraise the capability of an accretion offer, investigate alternatives, accost aggressive proposals, or booty added accomplish all-important to aerate amount for the account of all CSS stockholders. Added abeyant accident factors accommodate the risks and added accident factors abundant in assorted about accessible abstracts filed by CSS from time to time with the Balance and Barter Commission (SEC), which are accessible at www.sec.gov, including but not bound to, such advice actualization beneath the explanation “Risk Factors” in CSS’ Anniversary Address on Form 10-K filed with the SEC on May 31, 2019. Any advanced statements should be advised in ablaze of those accident factors. CSS cautions readers not to await on any such advanced statements, which allege alone as of the date they are made. CSS disclaims any absorbed or obligation to about amend or alter any such advanced statements to reflect any change in Aggregation expectations or approaching events, altitude or affairs on which any such advanced statements may be based, or that may affect the likelihood that absolute after-effects may alter from those set alternating in such advanced statements.
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