Casper Sleep Inc. Announces Stockholder Approval of Merger Agreement
January 19 2022 - 3:09PM
Business Wire
Casper Sleep Inc. (NYSE: CSPR) (“Casper” or the “Company”)
announced that its stockholders voted today to adopt the Agreement
and Plan of Merger (the “Merger Agreement”), whereby Casper will be
acquired by certain subsidiaries of Durational Consumer SPV IV, LP
(the “Durational Vehicle”), an investment vehicle managed by
Durational Capital Management, LP. According to the preliminary
results announced at Casper’s Special Meeting of Stockholders,
approximately 69.5% of the vote represented by Casper’s outstanding
stock were voted in favor of the Merger Agreement. The final voting
results of the Special Meeting, as tabulated by an independent
inspector of elections, will be filed as part of Form 8-K with the
U.S. Securities and Exchange Commission.
Subject to the satisfaction of certain other closing conditions,
the transaction is expected to close during the week of January 24,
2022. Upon closing the transaction, Casper will operate as a
privately-held company and will remain based in New York.
About Casper
Casper believes everyone should sleep better. The Sleep Company
has a full portfolio of obsessively engineered sleep
products—including mattresses, pillows, bedding, and furniture
designed in-house by the Company’s award-winning R&D team at
Casper Labs. In addition to its e-commerce business, Casper owns
and operates Sleep Shops across North America and its products are
available at a growing list of retailers.
About Durational Capital Management, LP
Based in New York, Durational Capital Management, LP is an
investment firm that invests in high quality consumer companies.
Durational approaches its investments with a strategic mindset and
focuses on driving long-term value creation through partnership
with top tier management teams and actively supporting management
to drive operational improvements. The firm was founded in 2017,
and its investment professionals have extensive experience
investing in the consumer sector. For more information, visit:
www.durational.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this press release that do not
relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements
regarding our expectations surrounding the impact of the COVID-19
pandemic and the related effect on our employees, customers and
business operations; our business strategy and plans; the future
growth of our business; objectives of management for future
operations and creating long-term value; the management transition
and anticipated benefits thereof; and the proposed transaction with
Durational Capital Management, LP and anticipated benefits thereof.
These statements are neither promises nor guarantees, but involve
known and unknown risks, uncertainties and other important factors
that may cause our actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements, including, but not limited to, the following: including
the completion of the proposed transaction on anticipated terms and
timing, including obtaining stockholder and regulatory approvals,
anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies for the management,
expansion and growth of the Company’s business and other conditions
to the completion of the transaction; conditions to the closing of
the transaction may not be satisfied; the transaction may involve
unexpected costs, liabilities or delays; the outcome of any legal
proceedings related to the transaction; the failure by Durational
Capital Management, LP to obtain the necessary debt financing
arrangements set forth in the commitment letters received in
connection with the transaction; potential litigation relating to
the proposed transaction; the risk that disruptions from the
proposed transaction will harm the Company’s business, including
current plans and operations; potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the proposed transaction; and restrictions during
the pendency of the proposed transaction that may impact the
Company’s ability to pursue certain business opportunities or
strategic transactions; we will need additional financing to
execute our business plan, to fund our operations and to continue
as a going concern; the COVID-19 pandemic could adversely impact
our business, financial condition and results of operations; our
ability to compete successfully in the highly competitive
industries in which we operate; our ability to maintain and enhance
our brand; the success of our retail store and retail partnerships
expansion plans; our ability to successfully implement our growth
strategies related to launching new products; the effectiveness and
efficiency of our marketing programs; our ability to manage our
current operations and to manage future growth effectively; our
past results may not be indicative of our future operating
performance; our ability to manage our supply chain commensurate
with demand and successfully and timely deliver merchandise to our
retail partners and customers; the duration and impact of current
supply chain constraints and inflationary pressures our business,
financial condition and results of operations; our ability to
attract new customers or retain existing customers; the growth of
the market for sleep as a retail category and our ability to become
a leader or maintain our leadership in the category; the impact of
social media and influencers on our reputation; our ability to
protect and maintain our intellectual property; our exclusive
reliance on third-party contract manufacturers whose efforts we are
unable to fully control; our ability to effectively implement
strategic initiatives; our ability to transfer our supply chain and
other business processes to a global scale; risks relating to
fluctuations in the cost and availability of raw materials and
fuel; risks relating to our international operations and expansion;
we are dependent on our retail partners; general economic and
business conditions; we or our service providers could be subject
to system failures or interruptions, cyber-based attacks and
security breaches or other incidents; risks relating to changing
legal and regulatory requirements, and any failure to comply with
applicable laws and regulations; we may be subject to product
liability claims and other litigation; we may experience
fluctuations in our quarterly operating results; we have and expect
to continue to incur significant losses; risks relating to our
indebtedness; our need for additional funding, which may not be
available; risks relating to taxes; our ability to attract and
retain qualified personnel; future sales by us our stockholders may
cause the market price of our stock to decline; and risks and
additional costs relating to our status as a public company. These
and other important factors discussed under the caption “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2020, our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2021 and our other filings with the SEC
could cause actual results to differ materially from those
indicated by the forward-looking statements made in this press
release. Any such forward-looking statements represent management’s
estimates as of the date of this press release. While we may elect
to update such forward-looking statements at some point in the
future, we disclaim any obligation to do so, even if subsequent
events cause our views to change.
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version on businesswire.com: https://www.businesswire.com/news/home/20220119006060/en/
For Casper: Joseph Jaffoni, Norberto Aja, Jennifer Neuman JCIR
(212) 835-8500 cspr@jcir.com For Durational: Jared Levy, Emily
Claffey, Jeff Huber Sard Verbinnen & Co (212) 687-8080
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