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The Shares beneficially owned by the Reporting
Persons were acquired for investment in the ordinary course of the Reporting Persons' investment activities based on the belief
that the Shares were undervalued and represented an attractive investment opportunity.
On August 1, 2018, the Master Fund entered
into a tender and support agreement with Focus Brands Inc. and a subsidiary thereof (the “Tender and Support Agreement”)
in connection with an agreement and plan of merger entered into between the Issuer and Focus Brands Inc. (the “Merger Agreement”)
pursuant to which a subsidiary of Focus Brands Inc. will commence a tender offer to purchase all of the outstanding Shares for
$13 per share in cash. Pursuant to the terms of the Tender and Support Agreement, unless the Merger Agreement is validly terminated,
the Master Fund agrees, among other things: (i) to tender all of it Shares in the tender offer; (ii) vote all of its Shares in
any annual or special meeting of the shareholders of the Issuer against any action, agreement or transaction that is intended or
would be reasonably expected to prevent, impede, interfere with, delay, postpone, adversely affect or prevent the consummation
of the merger; (iii) transfer, sell, assign, gift, grant an interest in, hedge, pledge, dispose of or otherwise encumber any of
its Shares; or (iv) solicit, initiate, encourage the submission of or otherwise take any action that would reasonably be expected
to lead to a takeover proposal.
The foregoing was a summary of the Merger Agreement
and certain material terms of the Tender and Support Agreement. The foregoing descriptions are not, and do not purport to be, complete
and are qualified in their entirety by reference to the full text of those documents, which have been filed as Exhibits B and C,
respectively, and are incorporated herein by reference.
Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws,
the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of
Shares they may be deemed to beneficially own in open-market transactions or privately negotiated transactions. The Reporting Persons
may also communicate with the Issuer’s board of directors, management and/or other holders of Shares from time to time.
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