HOUSTON, June 24, 2021 / PRNewswire / – Landcadia Holdings III, Inc. (“Landcadia III”) (Nasdaq: LCY) today announced that it has scheduled a special meeting of its shareholders (the “special meeting”) for July 13, 2021 at 10:00 a.m. Eastern Time, to approve the proposed business combination (the “Business Combination”) with HMAN Group Holdings Inc., the parent company of The Hillman Group, Inc. (“Hillman” or the “Company”), a leader in the field of hardware and home improvement industry.
Landcadia III also announced that it has filed its final proxy statement / prospectus for the special meeting and has begun sending the final proxy statement / prospectus to its shareholders of record as of June 16, 2021, the reference date for the extraordinary meeting (the “reference date”). The closing of the Business Combination is subject to the approval of the shareholders of Landcadia III and the satisfaction of other customary closing conditions and should be closed as soon as possible after the Special Meeting.
Your vote is important no matter how many shares you own. We encourage you to submit your vote as soon as possible. If you hold your shares in “name of the street”, which means that your shares are held in an account with a brokerage firm, bank or other similar agent, you can vote before the special meeting using your voting control number and the instructions provided to you. by your brokerage firm, bank or other similar agent. Please contact your brokerage, bank or similar agent to make sure your shares are voted. If you are a registered shareholder, you can vote before the special meeting by signing, dating and mailing your proxy card in the return envelope provided with your proxy document.
If a Landcadia III shareholder has any questions, needs help voting their shares, or does not receive the proxy statement, that shareholder should contact their broker or Morrow Sodali, the Landcadia III lawyer, at (800) 662 -5200, or by e-mail to [email protected].
Founded in 1964 and based in Cincinnati, Ohio, Hillman is one of North America’s leading providers of complete hardware solutions, delivering the industry’s best customer service to more than 40,000 locations. Hillman designs innovative products and merchandising solutions for complex categories that deliver exceptional customer experiences to home improvement centers, mass merchants, national and regional hardware stores, pet stores, and OEM and industrial customers. Backed by a world-class distribution and sales network, Hillman delivers a “small business” experience with “big business” efficiency. For more information on Hillman, visit https://www.hillmangroup.com/us/en.
Landcadia Holdings III, Inc.
Landcadia III is a blank check company whose business object is to complete a merger, stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more companies. The limited partners of Landcadia III are TJF, LLC, wholly owned by Mr. Fertitta, and Jefferies Financial Group Inc. The management team of Landcadia III is led by Mr. Fertitta, its CEO and co-chair of its board. of Directors and Sole Shareholder, Chairman and Chief Executive Officer of Fertitta Entertainment, Inc., and Mr. Handler, Chairman of Landcadia III, other Co-Chairman of its Board of Directors and Chief Executive Officer of Jefferies Financial Group Inc. Landcadia III raised $ 500,000,000 in its initial public offering in October 2020 and is listed on the Nasdaq under the ticker symbol “LCY”.
This press release includes “forward-looking statements” within the meaning of the “safety regulations” provisions of the Private Securities Litigation Reform Act of 1995. The actual results of the Company and Landcadia III may differ from their expectations, estimates and projections and , therefore, you should not rely on such forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “plan”, “anticipate”, “intend to”, “plan”, “power”, “power”, “Could”, “should,” “believes”, “predicted”, “potential”, “continuing” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the expectations of the Company and Landcadia III regarding the future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the conditions of closing of the proposed transaction and the timing of the transaction. realization of the transaction project. These forward-looking statements involve significant risks and uncertainties which could cause actual results to differ materially from expected results. Most of these factors are beyond the control of the Company and Landcadia III and are difficult to predict. Factors that could cause such differences include, but are not limited to: (1) the risk that the proposed business combination will disrupt the Company’s current plans and operations; (2) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected, among other things, by competition, the ability of the Company to grow and manage its growth profitably and to retain its key employees ; (3) costs associated with the proposed business combination; (4) changes in applicable laws or regulations; (5) the possibility that Landcadia III or the Company will be adversely affected by other economic, commercial and / or competitive factors; (6) the occurrence of any event, change or other circumstance that may result in the termination of the merger agreement; (7) the outcome of any legal proceedings which may be brought against Landcadia III or the Company following the announcement of the merger agreement; (8) the inability to complete the proposed business combination, in particular due to the failure to obtain the approval of the shareholders of Landcadia III or Hillman, certain regulatory approvals or to meet other closing conditions of the the merger agreement; (9) the impact of COVID-19 on the Company’s business and / or the ability of the parties to complete the proposed business combination; (10) the inability to obtain or maintain the listing of the combined company’s common shares on the Nasdaq as a result of the proposed transaction; or (11) other risks and uncertainties indicated from time to time in the registration statement containing the Management Proxy Circular / Prospectus relating to the proposed business combination, including those referred to under “Risk Factors” and in other documents filed by Landcadia III or by the Company with SECOND. The above list of factors is not exclusive and readers should also refer to the risks which will be included under the heading “Risk Factors” in the Management Proxy Circular / Final Prospectus filed by Landcadia III with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this press release, which speak only as of the date of their publication. Landcadia III and the Company do not undertake or accept any obligation or commitment to publicly release any updates or revisions to the forward-looking statements contained in this press release to reflect any change in its expectations or any change in events, conditions or circumstances upon which any such statement is based.
No offer or solicitation
This press release does not constitute a solicitation of any proxy, consent or authorization with respect to any security or with respect to the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
In connection with the proposed business combination, Landcadia III has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which includes a power of attorney / prospectus, that is i.e. both the proxy to be distributed to holders of common shares of Landcadia III in connection with its solicitation of proxies for the vote of the shareholders of Landcadia III regarding the proposed business combination and other matters as described in the registration statement, as well as the prospectus relating to the offer and sale of the securities to be issued within the framework of the business combination. The registration statement was declared effective by the SEC on June 24, 2021 and Landcadia III has mailed the Management Proxy Circular / Final Prospectus and other relevant documents to its shareholders on the Record Date. Shareholders of Landcadia III, shareholders of the Company and other interested persons are advised to read the proxy circular / final prospectus and other documents filed in connection with the proposed business combination, as these documents contain information. material on the Company, Landcadia III and the business combination. Shareholders of Landcadia III and shareholders of the Company may also obtain copies of the final proxy statement and other documents filed with the SEC, free of charge, on the SEC’s website at www.sec .gov, or by directing a request to: Landcadia Holdings III, Inc., 1510 West Loop South, Houston, Texas 77027, Attn .: General Counsel, (713) 850-1010.
Participants in the call for tenders
Landcadia III and Hillman and their respective directors and officers may be considered participants in the proxy solicitation of the shareholders of Landcadia III in connection with the proposed business combination. A list of the names of the directors and officers of Landcadia III and a description of their interests in Landcadia III can be found in the proxy circular / final prospectus, which has been filed with the SEC and is available free of charge on the website of the SEC at www. .sec.gov.
Additional information regarding the interests of participants in the proxy solicitation in connection with the proposed business combination is included in the Management Proxy Circular / Final Prospectus filed with the SEC, including the various roles of Jefferies Financial Group. Inc. and / or its affiliates in the transaction. You should be aware that the interests of participants in such a solicitation of proxies may have different financial interests from those of other participants. These documents can be obtained free of charge from the sources indicated above.
SOURCE Landcadia Holdings III inc.