JACKSONVILLE, Fla./LOS ANGELES — April 16, 2020 — Stein Mart Inc. and Kingswood Capital Management L.P. today announced that the parties have mutually agreed to terminate their merger agreement, previously announced on January 31, 2020, under which an affiliate of Kingswood was to acquire all of the outstanding common stock of Stein Mart not already beneficially owned by affiliates of Jay Stein, Stein Mart’s former CEO and current chairman of the board of directors, and related investors.
The termination was approved by the Stein Mart board of directors (other than Stein) acting on the recommendation of the Special Committee of independent directors that oversaw negotiation of the merger agreement, and is in response to the unpredictable economic conditions resulting from the global health crisis caused by the coronavirus (COVID-19) pandemic, uncertainty regarding Stein Mart’s ability to satisfy the conditions to closing, and the substantial expense to Stein Mart of soliciting shareholder approval for a transaction which is unlikely to close.
In a joint statement, Richard L. Sisisky, Stein Mart board member and chairman of the Special Committee, and Alex Wolf, managing partner of Kingswood, said, “While we both believed in the benefits of the proposed transaction, we have mutually concluded after careful consideration that given the current environment and significant uncertainty, it would not be prudent to continue to pursue the transaction.”
Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the agreement.
Posted April 16, 2020
Source: Stein Mart Inc.
