Quality Gold, Inc. and certain of its affiliates and subsidiaries
(“Quality Gold” or the “Company”), a leading vertically integrated
specialty logistics and jewelry distributor, and Tastemaker
Acquisition Corp. (Nasdaq: TMKR) (“TMKR” or “Tastemaker”), a
publicly traded special purpose acquisition company, announces the
filing by Quality Gold Holdings, Inc. (“New Parent”) of a
registration statement on Form S-4 (the “Registration Statement”)
with the U.S. Securities and Exchange Commission ("SEC") relating
to the previously announced proposed business combination
of Quality Gold and Tastemaker (the “Proposed Business
Combination”).
The Registration Statement includes a preliminary prospectus
with respect to New Parent’s securities to be issued in connection
with the Proposed Business Combination and a preliminary proxy
statement with respect to Tastemaker’s stockholder meeting to vote
on the Proposed Business Combination. Although the Registration
Statement has not yet become effective and the information
contained therein is subject to change, it provides important
information about Quality Gold and Tastemaker as well as the
Proposed Business Combination.
On October 20, 2022, Quality Gold, Tastemaker and certain other
parties entered into a business combination agreement (the
“Business Combination Agreement”). The transaction, which does not
have a minimum cash condition, will require the approval of
Tastemaker stockholders and is subject to other customary closing
conditions, including the receipt of certain regulatory approvals.
The transaction is expected to close in the first quarter of
2023.
ICR Conference Participation
On Monday, January 9, 2023, the Company will present at the 25th
Annual ICR Conference. The presentation will begin at 9:30 a.m. ET
and will be webcast live from the Company's Investor Relations
website at https://www.qgold.com/investorrelations.
About Quality Gold, Inc.
Founded in 1979, Quality Gold, Inc. is a global company
headquartered in Fairfield, Ohio, and operates within the United
States, Canada and India. The Company offers more than 165,000
jewelry and gift products that are available to ship same day.
Quality Gold actively serves more than 15,000 retailers across the
United States, its territories, and Canada. The Company’s business
has been built on a commitment to provide the largest selection of
products, the best service, and the best value to its customers.
For more information, please visit https://www.qgold.com/.
About Tastemaker Acquisition Corp.
Tastemaker Acquisition Corp., led by Dave Pace, Co-Chief
Executive Officer; Andy Pforzheimer, Co-Chief Executive Officer;
Gregory Golkin, President; Christopher Bradley, Chief Financial
Officer; and Daniel Fleischmann, Chief Strategy Officer, is a blank
check company formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. For
more information, please visit
https://www.tastemakeracquisition.com.
Forward-Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of applicable
United States federal securities laws. Forward-looking statements
include, but are not limited to, statements regarding any of
Tastemaker’s, Quality Gold’s, or their respective affiliates’
expectations, hopes, beliefs, intentions or strategies regarding
the future including, without limitation, statements regarding: (i)
the size, demand, and growth potential of the markets for Quality
Gold’s products, (ii) Quality Gold’s business and acquisition
strategy, (iii) the expansion of Quality Gold’s product categories,
(iv) the implied upside and implied valuation of Quality Gold, (v)
potential competition; (vi) Quality Gold’s projected financial
results, (vii) statements regarding Quality Gold’s value, (viii)
statements regarding the potential results and benefits of the
Proposed Business Combination, the amount of cash to be delivered
at closing from Tastemaker’s trust account, and stockholder value,
(ix) expectations related to the terms of the Proposed Business
Combination, and (x) statements regarding the satisfaction of
closing conditions to the Proposed Business Combination and the
timing of the completion of the Proposed Business Combination. In
addition, any statements that refer to projections, forecasts, or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “strive,” “would” and
similar expressions may identify forward-looking statements, but
the absence of these words does not mean that statement is not
forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties.
Forward-looking statements are subject to a number of known and
unknown risks, uncertainties and assumptions, and actual results
may differ materially from those expressed or implied in those
statements due to various important factors, including, but not
limited to: (i) the outcome of any proceedings that may be
instituted against Tastemaker or Quality Gold following the
announcement of the Proposed Business Combination; (ii) the
inability of Tastemaker and Quality Gold to complete the Proposed
Business Combination, including due to failure to obtain approval
of the stockholders of Tastemaker, delays in obtaining, adverse
conditions in, or the inability to obtain regulatory approvals, or
delays in completing regulatory reviews, required to complete the
Proposed Business Combination; (iii) the risk that the Proposed
Business Combination disrupts current plans and operations, and
(iv) the inability to recognize the anticipated benefits of the
Proposed Business Combination, which may be affected by, among
other things, competition, the ability of the combined company to
grow and manage growth profitability, maintain relationships with
customers and suppliers and retain key employees, costs related to
the Proposed Business Combination, changes in applicable law and
regulations, the possibility that the combined company may be
adversely affected by other economic, business, regulatory and/or
competitive factors, the impact of the global COVID-19 pandemic,
and other risks and uncertainties, including those under “Risk
Factors” in the Registration Statement and those filings with the
SEC, and as indicated from time to time in Tastemaker’s and New
Parent’s other SEC filings. The filings made by Tastemaker and New
Parent identify and address other important risks and uncertainties
that could cause actual events and results to differ materially
from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Tastemaker, Quality Gold or any of their respective
affiliates and their respective representatives assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. None of Tastemaker, Quality Gold or
any of their respective affiliates nor any of their respective
representatives gives any assurance that Tastemaker, Quality Gold
or any of their respective affiliates will achieve their respective
expectations.
No Offer or Solicitation
This press release shall not constitute an offer to sell, a
solicitation of an offer to buy or a recommendation to purchase any
securities, or the solicitation of any proxy, vote, consent or
approval in any jurisdiction in connection with the Proposed
Business Combination, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdictions. This communication is
restricted by law; it is not intended for distribution to, or use
by any person in, any jurisdiction where such distribution or use
would be contrary to local law or regulation.
Additional Information About the Proposed Business
Combination and Where to Find It
In connection with the proposed transactions, New Parent filed
the Registration Statement (File No. 333-268971), which includes a
preliminary prospectus with respect to New Parent’s securities to
be issued in connection with the proposed transaction and a
preliminary proxy statement with respect to Tastemaker’s
stockholder meeting to vote on the Proposed Business Combination,
with the SEC. New Parent, Tastemaker and Quality Gold urge
investors and other interested persons to read the preliminary
proxy statement/prospectus, as well as other documents filed with
the SEC, because these documents will contain important information
about the proposed transaction. Investors and
security holders will be able to obtain free copies of the
preliminary proxy statement/prospectus and other documents
containing important information about Tastemaker and Quality Gold
through the website maintained by the SEC at www.sec.gov. Copies of
the documents filed with the SEC by Tastemaker or New Parent can be
obtained free of charge by directing a written request to
Tastemaker Acquisition Corp. at 501 Madison Avenue, Floor 5, New
York, NY 10022.
Participants in the Solicitation
New Parent, Tastemaker, Quality Gold and their respective
directors and executive officers, under SEC rules, may be deemed to
be participants in the solicitation of proxies of Tastemaker’s
stockholders in connection with the Proposed Business Combination.
You may obtain more detailed information regarding the names and
interests in the Proposed Business Combination of Tastemaker’s
directors and officers in Tastemaker’s filings with the SEC,
including Tastemaker’s annual report on Form 10-K for the year
ended December 31, 2021. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies to Tastemaker’s stockholders in connection with the
Proposed Business Combination are set forth in the preliminary
proxy statement/prospectus forming a part of the Registration
Statement. Investors and security holders of Tastemaker and Quality
Gold are urged to carefully read in their entirety the preliminary
proxy statement/prospectus and other relevant documents that will
be filed with the SEC, when they become available, because they
will contain important information about the Proposed Business
Combination.
Contacts
Investor RelationsCaitlin Churchill ICR, Inc.
QualityGoldIR@icrinc.com
Media Relations Keil DeckerICR, Inc.
QualityGoldPR@icrinc.com
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