Mergers & Acquisitions
November 15, 2021
Casper Q3 Results, Announces Sale to Durational Capital Management
Casper Reports Third Quarter Results
Nov. 15, 2021 8:16 AM ETCasper Sleep Inc. (CSPR)
Emilie Arel Appointed Chief Executive Officer
NEW YORK–(BUSINESS WIRE)– Casper Sleep Inc. (CSPR) (“Casper” or the “Company”) (NYSE: CSPR) today announced financial results for the quarter ended September 30, 2021 (the “third quarter 2021”). The Company also announced that Emilie Arel, who serves as President and Chief Commercial Officer at Casper, has been appointed Chief Executive Officer, assuming the role from Casper Co-Founder, Philip Krim, effective November 15, 2021. Separately, the Company announced that it has entered into a definitive agreement to be acquired by Durational Capital Management LP (“Durational”) for $6.90 per share in an all-cash transaction expected to close in the first quarter of 2022.
Third Quarter 2021 Financial Highlights (as compared to the quarter ended September 30, 2020)
- Revenue increased 26.8% to an all-time quarterly record of $156.5 million;
- Direct-to-Consumer revenue, inclusive of Casper’s 72 retail stores and e-commerce channel, increased 6.7% to $96.5 million;
- Retail Partnership revenue increased 78.6% to $60.0 million;
- Gross Profit decreased $4.6 million, or 6.7%, to $63.9 million;
- Net Loss increased by $9.4 million, or 59.4%, to $25.3 million, inclusive of a $2.4 million one-time lease write-off charge;
- Adjusted EBITDA loss of $12.1 million, compared to a loss of $7.5 million; and
- Cash and cash equivalents were $43.1 million on September 30, 2021.
Commenting on the third quarter 2021 results and proposed transaction, Casper’s Chief Executive Officer, Philip Krim, said, “Our strong top-line growth of 26.8% and ability to onboard additional world-class retail partners, such as Sleep Country, continues to underscore the strength of our brand and value proposition of our award-winning mattresses and sleep products. However, ongoing industry-wide supply chain challenges are resulting in sustained inflationary pressures across the industry impacting our ability to meet demand effectively and efficiently and impairing the Company’s liquidity position.
“Casper’s Board of Directors in consultation with outside advisors, has evaluated a range of strategic and financial alternatives over several months and determined after careful consideration that the transaction proposed by Durational is superior to all other alternatives available. The proposed acquisition offers shareholders immediate and substantial value, and ensures the business has the financial flexibility required to support continued growth. In addition, Durational is committed to building on the strength of the Casper brand, products, omni-channel platform, and employees, to further improve the customer experience and create new opportunities for Casper.”
Mr. Krim added, “I am pleased to announce Emilie Arel’s appointment as Chief Executive Officer. Emilie and I have worked together toward this goal for a long time and her new responsibilities reflect our focus on prioritizing talent development across the company. Emilie’s background and experience at world-class brands including Quidsi, Gap and Target will be of great benefit to Casper – she is a leader who will take bold steps and work across departments to advance our strategic initiatives by leveraging the resources she has available and motivating those around her.”
With over 20 years of leadership experience across retail, merchandising, customer experience, and marketing, Emilie Arel has led Casper’s commercial and brand strategy. Previously, Emilie was the CEO of FULLBEAUTY Brands, a plus-size apparel company, where she led the company through a debt restructuring and put the company on the path to a digital transformation. Prior to that, she served as the CEO of Quidsi, an Amazon company with 10 brands, including Diapers.com and Soap.com. Earlier in her career, Emilie spent seven years with Gap Inc. where she held multiple positions and led a team of 12,000+ employees and 220+ stores. Before joining Gap, Emilie held various roles at Target Corporation. Emilie earned MBAs from Columbia University Business School and the University of California, Berkeley.
Mr. Krim concluded, “I could not be more excited about Casper’s future under Emilie’s leadership and with Durational’s partnership. Durational is committed to building on the strength of the Casper brand by leveraging our accomplishments, unparalleled customer experience, omni-channel platform and market position to further improve the customer experience and create new opportunities for the Casper family of employees. In summary, Emilie’s leadership and our agreement with Durational creates immediate and substantial value for our shareholders and charts a clear path forward to deliver value for all stakeholders as we continue to bring better sleep to more people.”
Commenting on her appointment, Emilie Arel, President and Chief Commercial Officer stated, “I am excited to take on the Chief Executive role at this time of change at Casper. Philip and the founding team disrupted the mattress industry by introducing a new type of shopping experience and built a beloved brand with award-winning products and approximately $500 million in annual sales. Under Durational, Casper will have financial flexibility to accelerate our growth plans, and I look forward to working closely with Durational and with all of Casper’s talented team members to deliver on the tremendous potential of this business in the months and years ahead.”
Withdrawal of Outlook for Certain Financial Metrics
In light of the pending transaction, the Company today withdrew all of its financial guidance for the year ending December 31, 2021.
Cancellation of Third Quarter 2021 Conference Call
The Company will not be conducting its third quarter 2021 conference call and webcast, previously scheduled for today, November 15, 2021 at 5:00 p.m. Eastern Time. The Company plans to file its quarterly report on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on November 15, 2021.
Casper periodically provides information for investors on its corporate website, casper.com, and its investor relations website, ir.casper.com. This includes press releases and other information about financial performance, reports filed or furnished with the SEC and information on corporate governance.
About Casper
Casper believes everyone should sleep better. The Sleep Company has a full portfolio of obsessively engineered sleep products—including mattresses, pillows, bedding, and furniture designed in-house by the Company’s award-winning R&D team at Casper Labs. In addition to its e-commerce business, Casper owns and operates Sleep Shops across North America and its products are available at a growing list of retailers.
Important Information and Where to Find It
In connection with the proposed transaction between 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 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.
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.
https://seekingalpha.com/pr/18561032-casper-reports-third-quarter-results
November 15, 2021
Casper Q3 Results, Announces Sale to Durational Capital Management
Casper Reports Third Quarter Results
Nov. 15, 2021 8:16 AM ETCasper Sleep Inc. (CSPR)
Emilie Arel Appointed Chief Executive Officer
NEW YORK–(BUSINESS WIRE)– Casper Sleep Inc. (CSPR) (“Casper” or the “Company”) (NYSE: CSPR) today announced financial results for the quarter ended September 30, 2021 (the “third quarter 2021”). The Company also announced that Emilie Arel, who serves as President and Chief Commercial Officer at Casper, has been appointed Chief Executive Officer, assuming the role from Casper Co-Founder, Philip Krim, effective November 15, 2021. Separately, the Company announced that it has entered into a definitive agreement to be acquired by Durational Capital Management LP (“Durational”) for $6.90 per share in an all-cash transaction expected to close in the first quarter of 2022.
Third Quarter 2021 Financial Highlights (as compared to the quarter ended September 30, 2020)
- Revenue increased 26.8% to an all-time quarterly record of $156.5 million;
- Direct-to-Consumer revenue, inclusive of Casper’s 72 retail stores and e-commerce channel, increased 6.7% to $96.5 million;
- Retail Partnership revenue increased 78.6% to $60.0 million;
- Gross Profit decreased $4.6 million, or 6.7%, to $63.9 million;
- Net Loss increased by $9.4 million, or 59.4%, to $25.3 million, inclusive of a $2.4 million one-time lease write-off charge;
- Adjusted EBITDA loss of $12.1 million, compared to a loss of $7.5 million; and
- Cash and cash equivalents were $43.1 million on September 30, 2021.
Commenting on the third quarter 2021 results and proposed transaction, Casper’s Chief Executive Officer, Philip Krim, said, “Our strong top-line growth of 26.8% and ability to onboard additional world-class retail partners, such as Sleep Country, continues to underscore the strength of our brand and value proposition of our award-winning mattresses and sleep products. However, ongoing industry-wide supply chain challenges are resulting in sustained inflationary pressures across the industry impacting our ability to meet demand effectively and efficiently and impairing the Company’s liquidity position.
“Casper’s Board of Directors in consultation with outside advisors, has evaluated a range of strategic and financial alternatives over several months and determined after careful consideration that the transaction proposed by Durational is superior to all other alternatives available. The proposed acquisition offers shareholders immediate and substantial value, and ensures the business has the financial flexibility required to support continued growth. In addition, Durational is committed to building on the strength of the Casper brand, products, omni-channel platform, and employees, to further improve the customer experience and create new opportunities for Casper.”
Mr. Krim added, “I am pleased to announce Emilie Arel’s appointment as Chief Executive Officer. Emilie and I have worked together toward this goal for a long time and her new responsibilities reflect our focus on prioritizing talent development across the company. Emilie’s background and experience at world-class brands including Quidsi, Gap and Target will be of great benefit to Casper – she is a leader who will take bold steps and work across departments to advance our strategic initiatives by leveraging the resources she has available and motivating those around her.”
With over 20 years of leadership experience across retail, merchandising, customer experience, and marketing, Emilie Arel has led Casper’s commercial and brand strategy. Previously, Emilie was the CEO of FULLBEAUTY Brands, a plus-size apparel company, where she led the company through a debt restructuring and put the company on the path to a digital transformation. Prior to that, she served as the CEO of Quidsi, an Amazon company with 10 brands, including Diapers.com and Soap.com. Earlier in her career, Emilie spent seven years with Gap Inc. where she held multiple positions and led a team of 12,000+ employees and 220+ stores. Before joining Gap, Emilie held various roles at Target Corporation. Emilie earned MBAs from Columbia University Business School and the University of California, Berkeley.
Mr. Krim concluded, “I could not be more excited about Casper’s future under Emilie’s leadership and with Durational’s partnership. Durational is committed to building on the strength of the Casper brand by leveraging our accomplishments, unparalleled customer experience, omni-channel platform and market position to further improve the customer experience and create new opportunities for the Casper family of employees. In summary, Emilie’s leadership and our agreement with Durational creates immediate and substantial value for our shareholders and charts a clear path forward to deliver value for all stakeholders as we continue to bring better sleep to more people.”
Commenting on her appointment, Emilie Arel, President and Chief Commercial Officer stated, “I am excited to take on the Chief Executive role at this time of change at Casper. Philip and the founding team disrupted the mattress industry by introducing a new type of shopping experience and built a beloved brand with award-winning products and approximately $500 million in annual sales. Under Durational, Casper will have financial flexibility to accelerate our growth plans, and I look forward to working closely with Durational and with all of Casper’s talented team members to deliver on the tremendous potential of this business in the months and years ahead.”
Withdrawal of Outlook for Certain Financial Metrics
In light of the pending transaction, the Company today withdrew all of its financial guidance for the year ending December 31, 2021.
Cancellation of Third Quarter 2021 Conference Call
The Company will not be conducting its third quarter 2021 conference call and webcast, previously scheduled for today, November 15, 2021 at 5:00 p.m. Eastern Time. The Company plans to file its quarterly report on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on November 15, 2021.
Casper periodically provides information for investors on its corporate website, casper.com, and its investor relations website, ir.casper.com. This includes press releases and other information about financial performance, reports filed or furnished with the SEC and information on corporate governance.
About Casper
Casper believes everyone should sleep better. The Sleep Company has a full portfolio of obsessively engineered sleep products—including mattresses, pillows, bedding, and furniture designed in-house by the Company’s award-winning R&D team at Casper Labs. In addition to its e-commerce business, Casper owns and operates Sleep Shops across North America and its products are available at a growing list of retailers.
Important Information and Where to Find It
In connection with the proposed transaction between 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 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.
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.
https://seekingalpha.com/pr/18561032-casper-reports-third-quarter-results
November 5, 2021
Recticel Update
Convocation Special Shareholders Meeting
Regulated information, Brussels, 05/11/2021 — 18:24 CET, 05.11.2021
On 6 December 2021, Recticel will hold a Special Shareholders Meeting during which the sale of the Engineered Foams business line to the US company Carpenter will be proposed.
Information regarding the proposed transaction, as well as all practical provisions to attend and vote at the Special Shareholders Meeting are available on www.recticel.com or directly via www.recticel.com/sgm-yourvotecounts.
https://www.recticel.com/convocation-special-shareholders-meeting.html
November 5, 2021
Recticel Update
Convocation Special Shareholders Meeting
Regulated information, Brussels, 05/11/2021 — 18:24 CET, 05.11.2021
On 6 December 2021, Recticel will hold a Special Shareholders Meeting during which the sale of the Engineered Foams business line to the US company Carpenter will be proposed.
Information regarding the proposed transaction, as well as all practical provisions to attend and vote at the Special Shareholders Meeting are available on www.recticel.com or directly via www.recticel.com/sgm-yourvotecounts.
https://www.recticel.com/convocation-special-shareholders-meeting.html
November 2, 2021
DuPont Portfolio Changes
DuPont Announces Strategic Actions to Enhance Portfolio for Near and Long-term Value Creation
Provided by PR Newswire Nov 2, 2021 5:59 AM EDT DuPont Announces Strategic Actions to Enhance Portfolio for Near and Long-term Value Creation
DuPont Announces Strategic Actions to Enhance Portfolio for Near and Long-term Value Creation
– Acquisition of Rogers Corporation will expand DuPont’s leadership position in advanced materials for high-growth secular end-markets, including electric vehicles, advanced driver assistance systems (ADAS), 5G telecommunications and clean energy
– Announces intent to divest a substantial portion of the industry leading Mobility & Materials segment
– Combined actions will strengthen DuPont’s positions in high-growth, high-margin markets with a focus on electronics, water, protection, industrial technologies and next generation automotive; accelerates top-line growth, strengthens operating EBITDA margins and significantly improves cross-cycle earnings stability
– Combined actions will make DuPont a faster growing, higher margin business, while maintaining a conservative balance sheet and substantial capability for future growth
PR Newswire
WILMINGTON, Del., Nov. 2, 2021
WILMINGTON, Del., Nov. 2, 2021 /PRNewswire/ — DuPont (NYSE: DD) today announced a series of actions advancing its strategy as a premier multi-industrial company focused on market-leading high-growth, high-margin businesses with complementary technology and financial characteristics.
DuPont has entered into a definitive agreement to acquire Rogers Corporation (“Rogers”) (NYSE: ROG)(1) for $5.2 billion. Rogers is a global leader in engineered materials and components, with unmatched application engineering expertise and leading positions in markets where its advanced technology solutions offer competitive advantages. Its value-added products include high-frequency circuit materials, ceramic substrates for power semiconductor devices, and high-performance foams which go into a variety of highly specialized end-markets where the company has strong, enduring customer relationships. The transaction is expected to close in the second quarter of 2022, subject to customary closing conditions, including approval by Rogers shareholders and receipt of applicable regulatory approvals.
As part of its ongoing transformation, DuPont also announced that it intends to divest a substantial portion of its Mobility & Materials segment(2).
“With today’s announcements, we are sharpening our focus on high-growth, high-value opportunities in sectors with steady long-term secular growth trends where our global innovation leadership enables a competitive advantage,” said Ed Breen, Executive Chairman and Chief Executive Officer of DuPont. “Moving forward, our portfolio will be centered on key pillars – electronics, water, protection, industrial technologies and next generation automotive. We are committed to investing in each of these pillars organically and through strategic acquisitions to maximize our capabilities in areas that enable our customers to grow by delivering next generation technologies and sustainable high value-added solutions. These strategic steps are expected to create tremendous opportunities for DuPont and Rogers employees and unlock significant value for shareholders.”
By focusing the portfolio on high-growth, high-margin businesses closely tied to secular growth areas, the combined transactions are expected to substantially improve DuPont’s top-line growth, operating EBITDA margins and cross-cycle earnings stability, putting us in line with best-in-class multi-industrial peers.
Acquisition of Rogers Corporation
Rogers designs, develops, manufactures and sells high-performance and high-reliability engineered materials and components through its Advanced Electronics Solutions (AES) and Elastomeric Material Solutions (EMS) segments. Headquartered in Chandler, Arizona, Rogers has a workforce of more than 3,500 employees with a global network of 14 manufacturing sites in North America, Europe, and Asia and 2021 expected revenues of approximately $950 million.
Breen continued, “Building on our recent acquisition of Laird Performance Materials, the acquisition of Rogers further cements our position as the leading electronic solutions provider in the industry. We are building an unmatched portfolio that is ideally positioned to capitalize on rapid demand acceleration in high-growth markets, including electric vehicles, ADAS, 5G telecommunications and clean energy. With industry-leading positions in each of its product categories, a proven history of application engineering excellence and deep customer relationships, Rogers is highly complementary to and aligned strategically with our existing Electronics & Industrial business and is expected to deliver compelling returns over the near and long-term.”
“DuPont is a natural fit for Rogers, as a leading advanced materials solutions provider,” said Bruce D. Hoechner, Rogers’ President and CEO. “DuPont is a proven leader in advanced specialty materials, and Rogers will benefit from DuPont’s global reach and strong technical and commercial depth. Like DuPont, Rogers’ success is built upon a dedicated team of people committed to excellence and technology leadership to solve our customers’ most complex application challenges. This combination will create an exciting next chapter for Rogers’ customers, employees and partners.”
DuPont expects to realize approximately $115 million in pre-tax run-rate cost synergies by the end of 2023. The cost synergies associated with both the Laird Performance Materials acquisition and the intended Rogers acquisition represent approximately 6% of the combined revenue, including DuPont Interconnect Solutions. The estimated one-time cost to achieve these synergies is approximately $75 million. DuPont expects the deal to be accretive to its top-line growth, operating EBITDA, free cash flow, and adjusted EPS upon closing. The enterprise value multiple of the transaction is approximately 19x estimated fiscal 2022 EBITDA on a stand-alone basis and approximately 14x including cost synergies.
DuPont has committed financing in place for the acquisition of Rogers. DuPont plans on using a portion of the proceeds from the planned divestiture of a substantial portion of the Mobility & Materials segment to repay all acquisition financing related to Rogers and pursue additional growth opportunities in its remaining key pillars as part of its balanced capital deployment plan.
Intent to Divest Substantial Portion of Mobility & Materials Segment
DuPont intends to divest a substantial portion of its Mobility & Materials segment. The Mobility & Materials segment is comprised of category-defining businesses with longstanding market-leading positions and differentiated products, technologies and capabilities to win with customers and outperform competitors. The businesses within the Mobility & Materials segment that are in-scope for intended divestiture are predominantly those in the Engineering Polymers and Performance Resins lines of business as well as the Company’s stake in the DuPont Teijin Films joint venture. The in-scope product lines include, but are not limited to, well known and respected brands such as Zytel®, Delrin®, Hytrel®, Crastin®, Vamac® and TEDLAR®. Combined, these businesses represent approximately $4.2 billion in revenue and about $1.0 billion of operating EBITDA based on full year 2021 estimates.
“Finding an ownership model that appropriately values the leadership positions and deep customer value proposition of the in-scope Mobility & Materials portfolio will position the business for continued success, leveraging its unmatched combination of products, technologies, and operating expertise for the benefits of its employees and customers,” said Breen. “Through unprecedented challenges in the past 18 months, these teams have proven that their unwavering commitment to deliver for their customers, employees and partners has generated solid results and I am confident they are well equipped to expand their leadership positions under new ownership.”
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