HMAN Group Holdings Inc., the parent company of The Hillman Group,
Inc. (“Hillman” or the “Company”), a leader in the hardware and
home improvement industry, announced today that members of Hillman
management will attend the following virtual investor conferences:
- Baird 2021 Global Consumer, Technology & Services
Conference, June 8, 2021
- Stifel 2021 Virtual Cross Sector
Insight Conference, June 9, 2021
Planned Merger with Landcadia
IIIOn January 25, 2021, Hillman and Landcadia III
announced that they entered into a definitive merger agreement that
will result in Hillman becoming a publicly listed company. Upon the
closing of the transaction, which is expected to occur in the
second quarter of 2021, the combined company will be named Hillman
Solutions Corp. and remain listed on Nasdaq under the new ticker
symbol “HLMN.”About HillmanFounded in 1964 and
headquartered in Cincinnati, Ohio, Hillman is a leading North
American provider of complete hardware solutions, delivered with
industry best customer service to over 40,000 locations. Hillman
designs innovative product and merchandising solutions for complex
categories that deliver an outstanding customer experience to home
improvement centers, mass merchants, national and regional hardware
stores, pet supply stores, and OEM & Industrial customers.
Leveraging a world-class distribution and sales network, Hillman
delivers a “small business” experience with “big business”
efficiency. For more information on Hillman, visit
www.hillmangroup.com.
Landcadia Holdings III,
Inc.Landcadia III is a blank check company whose business
purpose is to effect a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. Landcadia III’s sponsors
are TJF, LLC, which is wholly-owned by Mr. Fertitta, and Jefferies
Financial Group Inc. Landcadia III’s management team is led by Mr.
Fertitta, its Chief Executive Officer and Co-Chairman of its Board
of Directors and the sole shareholder, Chairman and Chief Executive
Officer of Fertitta Entertainment, Inc., and Mr. Handler, Landcadia
III’s President, other Co-Chairman of its Board of Directors and
the Chief Executive Officer of Jefferies Financial Group Inc.
Landcadia III raised $500,000,000 in its initial public offering in
October 2020 and is listed on Nasdaq under the ticker symbol
"LCY."
Forward-Looking StatementsThis
press release includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's and Landcadia III’s
actual results may differ from their expectations, estimates and
projections and consequently, you should not rely on these forward
looking statements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, the Company's and Landcadia III’s expectations with
respect to future performance and anticipated financial impacts of
the proposed business combination, the satisfaction of the closing
conditions to the proposed transaction and the timing of the
completion of the proposed transaction. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results. Most of these factors are outside the Company's and
Landcadia III’s control and are difficult to predict. Factors that
may cause such differences include, but are not limited to: (1) the
risk that the proposed business combination disrupts the Company’s
current plans and operations; (2) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
the Company to grow and manage growth profitably and retain its key
employees; (3) costs related to the proposed business combination;
(4) changes in applicable laws or regulations; (5) the possibility
that Landcadia III or the Company may be adversely affected by
other economic, business, and/or competitive factors; (6) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (7) the
outcome of any legal proceedings that may be instituted against
Landcadia III or the Company following the announcement of the
merger agreement; (8) the inability to complete the proposed
business combination, including due to failure to obtain approval
of the stockholders of Landcadia III or Hillman, certain regulatory
approvals or satisfy other conditions to closing in the merger
agreement; (9) the impact of COVID-19 on the Company’s business
and/or the ability of the parties to complete the proposed business
combination; (10) the inability to obtain or maintain the listing
of the combined company’s shares of common stock on Nasdaq
following the proposed transaction; or (11) other risks and
uncertainties indicated from time to time in the registration
statement containing the proxy statement/prospectus relating to the
proposed business combination, including those under "Risk Factors"
therein, and in Landcadia III’s or the Company's other filings with
the SEC. The foregoing list of factors is not exclusive, and
readers should also refer to those risks that will be included
under the header “Risk Factors” in the registration statement on
Form S-4 filed by Landcadia III with the SEC and those included
under the header “Risk Factors” in Landcadia III’s Annual Report on
Form 10-K/A. Readers are cautioned not to place undue reliance upon
any forward-looking statements in this press release, which speak
only as of the date made. Landcadia III and the Company do not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
in this press release to reflect any change in its expectations or
any change in events, conditions or circumstances on which any such
statement is based.
Participants in the
SolicitationLandcadia III and Hillman and their respective
directors and officers may be deemed participants in the
solicitation of proxies of Landcadia III’s stockholders in
connection with the proposed business combination. A list of the
names of Landcadia III’s directors and executive officers and a
description of their interests in Landcadia III is contained in
Landcadia III’s Annual Report on Form 10-K/A for the year ended
December 31, 2020, which was filed with the SEC and is available
free of charge at the SEC’s web site at www.sec.gov. Information
about the Company’s directors and executive officers is available
in Hillman’s Annual Report on Form 10-K for the year ended December
26, 2020 and certain of its Current Reports on Form 8-K.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to Landcadia III
stockholders in connection with the proposed business combination
is set forth in the registration statement on Form S-4 containing
the proxy statement / prospectus for the business combination.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the proposed
business combination is included in the proxy statement that
Landcadia III filed with the SEC, including Jefferies Financial
Group Inc.’s and/or its affiliate’s various roles in the
transaction. You should keep in mind that the interest of
participants in such solicitation of proxies may have financial
interests that are different from the interests of the other
participants. These documents can be obtained free of charge from
the sources indicated above.
Additional InformationIn
connection with the proposed business combination between the
Company and Landcadia Holdings III, Inc. (Nasdaq: LCY) (“Landcadia
III”), Landcadia III filed a registration statement on Form S-4
with the Securities and Exchange Commission (the “SEC”), which
includes a proxy statement/prospectus, that will be both the proxy
statement to be distributed to holders of Landcadia III’s common
stock in connection with its solicitation of proxies for the vote
by Landcadia III’s stockholders with respect to the proposed
business combination and other matters as may be described in the
registration statement, as well as the prospectus relating to the
offer and sale of the securities to be issued in the business
combination. After the registration statement is declared
effective, Landcadia III will mail a definitive proxy
statement/prospectus and other relevant documents to its
stockholders. This document does not contain all the information
that should be considered concerning the proposed business
combination and is not intended to form the basis of any investment
decision or any other decision in respect of the business
combination. Landcadia III’s stockholders, the Company’s
stockholders and other interested persons are advised to read the
preliminary proxy statement/prospectus included in the registration
statement and, when available, the amendments thereto and the
definitive proxy statement/prospectus and other documents filed in
connection with the proposed business combination, as these
materials will contain important information about the Company,
Landcadia III and the business combination. When available, the
definitive proxy statement/prospectus and other relevant materials
for the proposed business combination will be mailed to
stockholders of Landcadia III as of a record date to be established
for voting on the proposed business combination. Landcadia III’s
stockholders and the Company’s stockholders will also be able to
obtain copies of the preliminary proxy statement, the definitive
proxy statement and other documents filed with the SEC, without
charge, once available, at the SEC’s website at www.sec.gov, or by
directing a request to: Landcadia Holdings III, Inc., 1510 West
Loop South, Houston, Texas 77027, Attention: General Counsel, (713)
850-1010.
No Offer or SolicitationThis
press release shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed transaction. This press release shall also
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Contacts
Investor RelationsRodny Nacier / Brad
CrayIR@hillmangroup.com (513) 826-5495
Public RelationsPhil Denning / Doug
Donskymedia@hillmangroup.com
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