CINCINNATI and HOUSTON, March 22, 2021 (GLOBE NEWSWIRE) – HMAN Group Holdings Inc., the parent company of Hillman Group, Inc. (“Hillman” or the “Company”), a hardware and home improvement leader and Landcadia Holdings III, Inc. (Nasdaq: LCY) (“Landcadia III”), a publicly traded special-purpose acquisition company, today announced that Hillman management members will attend the Jefferies Virtual Business Services Summit on Thursday, March 25, 2021.
On January 25, 2021, Hillman and Landcadia III announced that they had entered into a definitive merger agreement that will result in Hillman becoming a publicly traded company. Upon completion of the transaction, which is expected to occur in the second quarter of 2021, the combined company Hillman Solutions Corp. and remain listed on the Nasdaq under the new ticker symbol “HLMN”.
Hillman was founded in 1964 and is headquartered in Cincinnati, Ohio. The company is a leading North American provider of complete hardware solutions with the best customer service in the industry in over 40,000 locations. Hillman designs innovative product and merchandising solutions for complex categories that deliver a great customer experience to home improvement centers, bulk retailers, national and regional hardware stores, pet stores, and OEM and industrial customers. Hillman uses a world class sales and distribution network and offers a “small business” experience with “big business” efficiency. For more information on Hillman, please visit https://www.hillmangroup.com/us/en.
Landcadia Holdings III, Inc.
Landcadia III is a blank check company whose business purpose is to conduct a merger, stock exchange, asset purchase, stock purchase, reorganization, or similar business combination with one or more companies. Landcadia III sponsors are TJF, LLC, wholly owned by Mr. Fertitta, and Jefferies Financial Group Inc. The Landcadia III management team is led by Mr. Fertitta, its chief executive officer and co-chair of the board of directors , and the sole shareholder, chairman and chief executive officer of Fertitta Entertainment, Inc., and Mr. Handler, president of Landcadia III, additional co-chairman of the board of directors and chief executive officer of Jefferies Financial Group Inc. Landcadia III raised $ 500,000,000 IPO in October 2020 and on the Nasdaq under the ticker symbol “LCY”.
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results of the company and Landcadia III could not differ from expectations, estimates and forecasts, and consequently yours should not differ rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “can”, “will”, “could”, “should” ” believes, “predicts,” “potentially,” “continues” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s and Landcadia III’s expectations regarding the future performance and expected financial impact of the proposed business combination, the satisfaction of the closing conditions for the proposed transaction, and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and uncertainties that 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 may 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 see the anticipated benefits of the proposed business combination which, among other things, may be affected by competition, the company’s ability to grow profitably and manage growth and retain its key employees; (3) costs related to the proposed business combination; (4) changes in applicable laws or regulations; (5) the possibility that Landcadia III or the Company may be adversely affected by other economic, business and / or competitive factors; (6) the occurrence of an event, change or other circumstance that could result in the termination of the Merger Agreement; (7) the outcome of legal proceedings that may be initiated against Landcadia III or the Company after the merger agreement has been announced; (8) the inability to complete the proposed business combination, including failure to obtain approval from Landcadia III or Hillman shareholders, certain regulatory approvals, or other conditions governing the formation of 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 maintain or maintain the listing of the combined company’s common stock on the Nasdaq following the proposed Transaction; or (11) other risks and uncertainties set forth from time to time in the registration statement that the Proxy Statement / Prospectus may contain in relation to the proposed business combination, including those under “Risk Factors” therein and the others at Landcadia III or the Company’s filings with the SEC. The foregoing list of factors is not exclusive, and readers should also refer to the risks identified in the Landcadia III filing with the SEC under the heading “Risk Factors” on Form S-4, as well as those under the heading “Risk Factors” contained in the final prospectus for Landcadia III related to the IPO. 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 this publication. Landcadia III and the company undertake no obligation or obligation to publicly release any updates or revisions to any forward-looking statements contained in this press release to reflect changes in your expectations or changes in events, conditions or circumstances based on such a statement.
No offer or solicitation
This press release does not constitute a solicitation of a proxy, consent or authorization in relation to any securities or in relation to the proposed transaction. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor is there a sale of securities in any state or jurisdiction where such offer, solicitation, or sale would be prior to registration or unlawfully qualify under the securities laws of such jurisdiction. The offer of securities may only be made by means of a prospectus that complies with the requirements of Section 10 of the Securities Act of 1933, as amended.
In connection with the proposed business combination, Landcadia III filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) which contains a power of attorney / prospectus which will be the power of attorney to be distributed to the Holders of Landcadia III common stock in connection with the solicitation of proxies by Landcadia III shareholders in relation to the proposed business combination and other matters described in the registration statement and in the prospectus in relation to the offer and sale of the Business combination securities to be issued. After the registration statement has been declared effective, Landcadia III will send its shareholders a definitive power of attorney / prospectus and other relevant documents. This document does not contain all of the information that should be considered in relation to the proposed business combination and is not intended to form the basis of any investment decision or any other decision regarding the business combination. Landcadia III shareholders, the Company’s shareholders and other interested parties are advised to read the preliminary power of attorney / prospectus included in the registration statement and, if available, any amendments thereto, as well as the final power of attorney / prospectus and others Documents filed in connection with the Business Combination Proposal as these materials contain important information about the Company, Landcadia III and the Business Combination. If available, the final power of attorney / prospectus and other relevant materials for the proposed business combination will be sent to Landcadia III shareholders on a deadline to be determined for the vote on the proposed business combination. Landcadia III stockholders and Company stockholders can also obtain free copies of the Preliminary Power of Attorney, Final Power of Attorney, and other documents filed with the SEC 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 Attention: General Counsel, (713) 850-1010.
Participant in the call
Landcadia III and Hillman and their respective directors and officers may be considered participants in the solicitation of proxies for Landcadia III shareholders 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 are contained in Landcadia III’s final prospectus dated October 13, 2020 relating to the IPO filed with the SEC and available free of charge is free on the SEC’s website at www.sec.gov. Information about the company’s directors and officers can be found on Hillman’s Form 10-K for the year ended December 28, 2019, as well as some of his current reports on Form 8-K.
Information regarding the individuals who may be deemed to be participants in the solicitation of proxies for Landcadia III shareholders in connection with the proposed business combination under SEC rules is included in the registration statement on Form S-4, which contains the power of attorney / prospectus for the business combination. Further information on the interests of the attendees in the solicitation of proxies in connection with the proposed business combination is set out in the SEC filed power of attorney with the SEC, including the various roles of Jefferies Financial Group Inc. and / or its affiliates in the transaction . You should keep in mind that attendees’ interest in proxy voting may have financial interests that are different from those of the other attendees. These documents are available free of charge from the sources listed above.
Rodny Nacier / Brad Cray
Phil Denning / Doug Donsky