UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed
by the Registrant x Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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CASPER SLEEP INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Filed by Casper Sleep Inc.
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Casper
Sleep Inc.
Commission File No.: 001-39214
From: Philip Krim, Chairman of the Board
of Directors of Casper Sleep Inc.
Date: Mon, Nov 15, 2021 at 9:58 AM
Subject: Company Update
To: Casper Team, Casper Retail
Dear Team,
As many of you heard today during our All Hands
Call or may have seen in the news, two pieces of very exciting news were announced earlier today. First, we announced that we reached
an agreement to be acquired by Durational Capital Management, a private investment firm with expertise positioning consumer companies
for sustainable growth and long-term success. We believe this acquisition represents a transformational opportunity for Casper and we
are excited about a bright future under Durational’s stewardship.
In addition, we announced that Emilie Arel has
been appointed Chief Executive Officer, effective today, November 15th, 2021. Emilie and I have worked together toward this goal for a
long time. From the very beginning, I knew that Emilie would one day assume the CEO role. Her dedication, commitment and contributions
to Casper has been unwavering since joining us over two years ago. The nature of our business often requires high levels of cooperation,
interaction and coordination among the leadership team and Emilie exemplifies that ethos better than anyone. As such, she is a leader
who will take bold steps and who will work across departments and advance initiatives by leveraging the resources she has available and
motivating those around her. We all wish her nothing but the best in her new role.
Casper is a terrific brand with world-class products
steeped in quality, design and innovation, along with industry leading levels of customer satisfaction and some of the industry’s
lowest return rates. We offer a one-of-a-kind omni-channel shopping experience, we’ve partnered with some of the largest retailers
in the industry, and we have attracted increasingly talented people who genuinely want Casper to succeed because they understand that
Casper’s success is their success. Despite all of this, what provides me with the most satisfaction and what I believe is most rewarding
to all of us is that we have brought better sleep to millions of people.
Our mission is to ‘Awaken the Potential of
a Well-Rested World’, and I could not be prouder to be working to achieve this goal alongside each one of you.
This acquisition will be a
positive one for our partners and customers, and most importantly for you, our team. Building the next chapter of Casper alongside a
partner such as Durational will be a great opportunity in multiple ways. I see the business as it is today, with its challenges and
opportunities, and remain as excited about Casper’s long-term future potential as ever. We are on the precipice of a new day,
and this is our opportunity to rise and shine.
This filing relates to the proposed merger (the
“Merger”) of Casper Sleep Inc., a Delaware corporation (the “Company”), and Marlin Merger Sub, Inc. (“Merger
Sub”), a Delaware corporation and a wholly owned subsidiary of Marlin Parent, Inc., a Delaware corporation (“Parent”),
pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 14, 2021, by and among the Company, Parent and
Merger Sub (the “Merger Agreement”).
Filed by Casper Sleep Inc.
Pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934, as amended
Subject Company: Casper Sleep Inc.
Commission File No.: 001-39214
We expect to close the transaction in the first
quarter of 2022, subject to customary closing conditions, including approval of our shareholders. Until that time, Casper will continue
to operate as a separate, publicly traded company.
If you have additional questions, please submit
them using our Q&A form. In the event you receive inquiries from external parties, it is important that we continue to speak with
one voice. To that end, any such inquiries must be forwarded to Dana Yacyk, PR Director, at dana.yacyk@casper.com.
We should all be proud of the amazing company that
we have created. Casper has been a huge part of my life for many years, as I know it has been for many of you. I am proud that our hard
work and accomplishments are being recognized and validated by Durational’s desire to purchase Casper.
Our focus across the organization at this time
is to continue to execute on our core priorities – support our customers, our partners and, most importantly, our team as we bring
the best sleep and wellness products to a greater number of customers. I am highly confident that we will continue this mission as a Team.
All my best,
PK
---
Important Information and Where to Find It
In connection with the
proposed transaction between Casper Sleep Inc. (the “Company”) and Durational Capital Management LP, a special
stockholder meeting will be announced soon to obtain stockholder approval in connection with the proposed transaction. The Company
expects to file with the Securities and Exchange Commission (the “SEC”) a proxy statement (the “Proxy
Statement”), the definitive version of which will be sent or provided to the Company stockholders. The Company may also file
other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any
other document which the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when it is available) and other
documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, the
Company’s investor relations website at https://ir.casper.com or by contacting the Company investor relations department at
cspr@jcir.com.
This filing relates to the proposed merger (the
“Merger”) of Casper Sleep Inc., a Delaware corporation (the “Company”), and Marlin Merger Sub, Inc. (“Merger
Sub”), a Delaware corporation and a wholly owned subsidiary of Marlin Parent, Inc., a Delaware corporation (“Parent”),
pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 14, 2021, by and among the Company, Parent and
Merger Sub (the “Merger Agreement”).
Filed by Casper Sleep Inc.
Pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934, as amended
Subject Company: Casper Sleep Inc.
Commission File No.: 001-39214
Participants in the Solicitation
The Company and certain of its directors, executive
officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation
of the Company’s stockholders will be set forth in the Proxy Statement for its special stockholder meeting. The Company’s
stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of
proxies in connection with the proposed transaction, including the interests of the Company directors and executive officers in the transaction,
which may be different than those of the Company stockholders generally, by reading the Proxy Statement and any other relevant documents
that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources
indicated above.
This filing relates to the proposed
merger (the “Merger”) of Casper Sleep Inc., a Delaware corporation (the “Company”), and Marlin Merger Sub, Inc.
(“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Marlin Parent, Inc., a Delaware corporation (“Parent”),
pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 14, 2021, by and among the Company, Parent and
Merger Sub (the “Merger Agreement”).
Filed by Casper Sleep Inc.
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Casper
Sleep Inc.
Commission File No.: 001-39214
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains
“forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are
based on the Company’s current expectations, estimates and projections, including about the expected date of closing of the
proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain
assumptions made by the Company and Durational Capital Management LP, all of which are subject to change. In this context,
forward-looking statements often address expected future business and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “could,” “seek,” “see,” “will,” “may,”
“would,” “might,” “potentially,” “estimate,” “continue,”
“expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks
and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the
consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including
the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the
transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements.
Accordingly, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking
statements. Important risk factors that may cause such a difference include, but are not limited to: (i) 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; (ii) conditions to the closing of
the transaction may not be satisfied; (iii) the transaction may involve unexpected costs, liabilities or delays; (iv) the outcome of
any legal proceedings related to the transaction; (v) the failure by Durational Capital Management LP to obtain the necessary
financing arrangements set forth in the commitment letters received in connection with the transaction; (vi) the impact of the
COVID-19 pandemic on the Company’s business and general economic conditions; (vii) the Company’s ability to implement
its business strategy or the failure by the Company to obtain or maintain adequate liquidity; (viii) significant transaction costs
associated with the proposed transaction; (ix) potential litigation relating to the proposed transaction; (x) the risk that
disruptions from the proposed transaction will harm the Company’s business, including current plans and operations; (xi) the
ability of the Company to retain and hire key personnel; (xii) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed transaction; (xiii) legislative, regulatory and economic developments
affecting the Company’s business; (xiv) general economic and market developments and conditions; (xv) the evolving legal,
regulatory and tax regimes under which the Company operates; (xvi) potential business uncertainty, including changes to existing
business relationships, during the pendency of the merger that could affect the Company’s financial performance; (xvii)
restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business
opportunities or strategic transactions; and (xviii) unpredictability and severity of catastrophic events, including, but not
limited to, acts of terrorism or outbreak of war or hostilities, as well as the Company’s response to any of the
aforementioned factors. While the list of factors presented here is considered representative, such list should not be considered to
be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in
the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s financial
condition, results of operations, or liquidity. The Company does not assume any obligation to publicly provide revisions or updates
to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other applicable laws
This filing relates to the proposed merger (the
“Merger”) of Casper Sleep Inc., a Delaware corporation (the “Company”), and Marlin Merger Sub, Inc. (“Merger
Sub”), a Delaware corporation and a wholly owned subsidiary of Marlin Parent, Inc., a Delaware corporation (“Parent”),
pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 14, 2021, by and among the Company, Parent and
Merger Sub (the “Merger Agreement”).
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