XML 28 R21.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Subsequent Events
 9 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTS
Merger Agreement
On January 20, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IG Design Group Americas, Inc., a Georgia corporation (“Parent”), TOM MERGER SUB INC., a Delaware corporation and direct, wholly owned subsidiary of Parent (“Merger Sub”), and IG Design Group Plc, a public limited company incorporated and registered in England and Wales (“TopCo Parent”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on January 30, 2020, Merger Sub commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of the Company’s common stock, par value $0.10 per share (“Company Common Stock”), at a price per share equal to $9.40 (the “Offer Price”), net to the seller in cash, without interest and subject to any applicable tax deduction or withholding.
The obligation of Merger Sub to purchase shares of Company Common Stock tendered in the Offer is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including (i) a minimum of 51% of the shares of Company Common Stock then outstanding being tendered in the Offer, (ii) the accuracy of the Company’s representations and warranties contained in the Merger Agreement, subject to certain specified materiality qualifiers, (iii) the Company’s performance in all material respects of its obligations under the Merger Agreement, (iv) TopCo Parent’s receipt (either directly or indirectly through any of its subsidiaries) of the proceeds of the debt and equity financing or confirmation by the financing sources that the debt and equity financing will be available at the consummation of the Offer (the “Funding Condition”), and (v) each of the other conditions set forth in Exhibit B to the Merger Agreement.
The Offer will expire at one minute after 11:59 p.m Eastern Standard Time, on February 28, 2020, which is the date that is 20 business days following the commencement of the Offer, unless extended in accordance with the terms of the Offer and the Merger Agreement and the applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”).
Subject to the provisions of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law, immediately following Merger Sub’s acceptance for payment (the “Acceptance Time”) of all shares of Company Common Stock validly tendered pursuant to the Offer (the “Offer Closing”), Merger Sub will merge with and into the Company, with the Company surviving the merger as the surviving corporation (the “Merger”), without a meeting of the stockholders of the Company.
The Merger Agreement also contains certain termination provisions for the Company and Parent, including the right of the Company, in certain circumstances, to terminate the Merger Agreement and accept a superior proposal. The Company will be required to pay Parent a cash termination fee equal to $3,000,000 if the Merger Agreement is terminated (i) by Parent because the Board changes its recommendation to stockholders to accept the Offer and tender their shares of Company Common Stock in the Offer, (ii) by the Company to enter into a definitive agreement with respect to a superior proposal, or (iii) (1) (A) by either the Company or Parent because the Acceptance Time has not occurred by 11:59 p.m. New York City time on June 4, 2020 or (B) by Parent because the Company breaches any representation or warranty or fails to perform any covenant or agreement such that the Company’s offer conditions could not be satisfied, (2) an alternative competing transaction was publicly announced or publicly known prior to such termination, and (3) within 12 months after such termination, the Company consummates an alternative competing transaction or enters into an agreement with respect to an alternative competing transaction. TopCo Parent will be required to pay the Company a cash termination fee equal to (i) $4,500,000 if the Merger Agreement is terminated by the Company or Parent due to Merger Sub’s failure to effect the Offer Closing when all of the offer conditions (other than the Funding Condition) have been satisfied, and (ii) $2,250,000 if the Merger Agreement is terminated by the Company
because, by the date that is the earlier of (x) 60 business days from the date of the Merger Agreement and (y) 35 business days following the failure to obtain the resolution of its shareholders to disapply all applicable pre-emptive rights in connection with the equity financing at a shareholder meeting held for such purpose, TopCo Parent has failed to confirm in writing that it has available cash in an amount which, together with the debt financing and any available cash of the Company and its subsidiaries as of the closing, is required to pay the Merger Amounts (as defined in the Merger Agreement).
On January 31, 2020, the Company filed its Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the Merger Agreement. Subsequent to the Company filing the Schedule 14D-9, various complaints have been filed by purported stockholders of the Company. As of February 13, 2020, the Company had received the following complaints: Shiva Stein v. CSS Industries, Inc., et al., Case No. 1:20-cv-00171-RGA, filed February 3, 2020 in the United States District Court for the District of Delaware; Adrienne Halberstam v. CSS Industries, Inc., et al., Case No. 1:20-cv-01075-RA, filed February 7, 2020 in the United States District Court for the Southern District of New York; and Joseph Post v. CSS Industries, Inc., et al., Case No. 1:20-cv-00192-UNA, filed February 10, 2020 in the United States District Court for the District of Delaware. The complaints name as defendants the Company and its current directors. In addition, the Post complaint is a putative class action, and in addition names Parent, TopCo Parent and Merger Sub as defendants. The complaints generally allege that the Schedule 14D-9 omits purportedly material information. Each of the complaints seeks, among other things, to enjoin the consummation of the Offer unless and until the requested information is disclosed or, alternatively, to recover damages if the Offer is consummated without the disclosure of such information. While it is not possible to predict the outcome of litigation matters with certainty, the Company believes that the claims raised in the foregoing complaints are without merit.
Additional Limited Consent under ABL Credit Facility
On February 4, 2020, the Company and the lenders under the ABL Credit Facility (see Note 7) entered into a Limited Consent (the “Additional Limited Consent”) which temporarily reduces the availability block imposed under the ABL Credit Facility from $25,000,000 to $23,000,000. The Additional Limited Consent permits the Company, in accordance with the terms of the Additional Limited Consent, to exercise two additional reductions of the availability block, each in $1,000,000 increments. In the event that the Company exercises both of the foregoing additional availability block reductions in accordance with the terms of the Additional Limited Consent, the availability block would be temporarily reduced to $21,000,000. The Additional Limited Consent further provides that the availability block will be reinstated to $25,000,000 on the earliest of: (i) the Merger Effective Time (as defined in the Merger Agreement), (ii) the Termination Date (as defined in the Merger Agreement) or (iii) February 28, 2020. In connection with the Additional Limited Consent, there is a consent fee of $100,000 for the first $2,000,000 reduction, and an additional fee of $100,000 will be payable for each of the optional $1,000,000 reductions, but only if and to the extent the Company exercises its option to effectuate those reductions.