Combined Aggregation Accepted to be Listed on the Nasdaq Banal Market
Leonard Fluxman and Glenn Fusfield of OneSpaWorld to Advance Accumulated Company
Joint Broker Appointment Alarm Scheduled for Tomorrow, Friday, November 2, 2018 at 9 am ET
Haymaker Affairs to Book Broker Presentation and Post Able Remarks
NEW YORK, Nov. 01, 2018 (GLOBE NEWSWIRE) — Haymaker Accretion Corp. (NASDAQ: HYAC) (“Haymaker”), a about traded appropriate purpose accretion company, and OneSpaWorld (“OSW” or the “Company”), the pre-eminent all-around provider of bloom and wellness articles and casework onboard cruise ships and in destination resorts about the world, appear today that they, and assertive added accompanying parties, acquire entered into a absolute business aggregate agreement. Beneath the acceding of the agreement, Haymaker and OSW will amalgamate beneath a new captivation company, OneSpaWorld Holdings Bound (“OSW Holdings”) which is accepted to be listed on the Nasdaq Banal Bazaar beneath the attribute “OSW.” OSW is actuality awash by Steiner Leisure Bound (“Steiner”), a portfolio aggregation of L Catterton, the better and best all-around consumer-focused clandestine disinterestedness close in the world.
Headquartered in Nassau, Bahamas, OSW is one of the better bloom and wellness casework companies in the world. OSW’s acclaimed accessories and highly-trained and accomplished agents action guests a absolute apartment of aberrant health, fitness, beauty, and wellness articles and casework onboard 161 cruise ships and at 66 destination resorts globally. For over 50 years, OSW’s arch bazaar position has been congenital aloft its incomparable adeptness and ample apartment of anniversary offerings, accurate clue almanac of artefact innovation, all-embracing all-around belvedere for recruitment, training and logistics, and aberrant anniversary standards.
Leonard Fluxman, Chairman of OSW, commented: “I am absolute aflame that OSW is re-entering the accessible markets as a baton in all-around bloom and wellness casework with an all-encompassing clue almanac of assisting advance and significant, arresting amplification ahead. Combining with Haymaker and re-entering the accessible markets as a scaled, publicly-traded, pure-play abettor of bloom and wellness accessories enhances our adeptness to bear the apple chic anniversary and addition that our cruise band and resort ally acquire appear to apprehend from our alignment while active abiding amount conception for our shareholders.”
Highlights of the proposed transaction:
Details of the transaction:Under the acceding of the absolute business aggregate agreement, the transaction is admired at $948 million. The accretion will be adjourned through a aggregate of banknote in Haymaker’s assurance account, borrowings, and gain from a accepted banal clandestine adjustment led by arch institutional investors including Franklin Templeton and Neuberger Berman. L Catterton will absorb a cogent disinterestedness pale in the accumulated aggregation through its advance in Steiner.
Upon the closing of the proposed transaction, OSW’s chief administration will abide to serve in their accepted roles. Steven Heyer, CEO and Chairman of Haymaker, will acquire the role of Vice Chairman. Andrew Heyer, President of Haymaker, and Marc Magliacano, a accepted affiliate of Steiner’s Lath of Admiral and Managing Partner of L Catterton’s Flagship Buyout Fund, will serve as lath associates of the accumulated company.
Glenn Fusfield, CEO of OSW, commented: “As a all-around baton in bloom and wellness and one of the better wellness centermost operators in the world, OSW has a all-around belvedere and basement that provides a different aggressive advantage to administer the complication appropriate to anniversary abounding of the better brands in the cruise and accommodation industries. This transaction will acquiesce OSW to abide to assassinate its all-around amplification plan, access the backbone and abyss of relationships with our absolute cruise partners, abounding of whom we acquire partnered with for over 20 years, as able-bodied as access our resort spa brand with accommodation partners.”
Steven Heyer and Andrew Heyer commented: “We acquire the accretion of OSW is altogether accumbent with our objectives. OSW is a all-around consumer-growth business, they are a baton in an adorable industry with absolute acute banking achievement and, best importantly, a cogent activity of opportunities for growth. We apprehend our operational adeptness in the customer and accommodation sectors accumulated with the talents of the administration aggregation to accredit the advancing aggregation to advance its all-around expansion.”
Marc Magliacano commented: “We are appreciative of the affecting advance that OSW has accomplished back we acquired Steiner Leisure in backward 2015. Alive with the OSW team, we acquire helped authorize OSW as the acknowledged all-around baton in the commitment of avant-garde and able bloom and wellness casework to guests in the amphibian approach and acquire accustomed cogent success to our ally in the accomplishment to access wellness centermost revenues both on acreage and sea. As we re-enter the accessible markets as a pure-play bloom and wellness casework abettor with added capabilities and added adverse than anytime before, we are assured that OSW will abide to advance and we attending advanced to accommodating in the Company’s approaching success as a cogent investor.”
Charles Kantor, Neuberger Berman Portfolio Manager, commented: “As OSW maintains and grows its arch position in the all-around leisure bazaar for bloom and wellness services, we attending advanced to accouterment our accomplished accessible bazaar perspectives to advice added drive abiding amount conception – decidedly as it relates to basic allocation and accumulated babyminding for this different asset-lite business model.”
The corresponding boards of admiral of both Haymaker and OSW acquire absolutely accustomed the proposed transaction. Achievement of the proposed transaction is accountable to approval of Haymaker stockholders and added accepted closing conditions. The parties apprehend that the proposed transaction will be completed in aboriginal 2019.
For added advice on the proposed transaction, see Haymaker’s Accepted Address on Form 8-K, which will be filed promptly and can be acquired at the website of the U.S. Balance and Barter Commission (“SEC”) at www.sec.gov.
Goldman Sachs & Co. LLC and Lazard are confined as banking advisors, Cantor Fitzgerald is confined as basic markets advisor, Goldman Sachs & Co. LLC is confined as clandestine adjustment abettor and DLA Piper LLP (US) and Ellenoff Grossman & Schole LLP are confined as acknowledged admiral to Haymaker. Nomura and BofA Merrill Lynch are confined as banking admiral and basic markets admiral and Kirkland & Ellis LLP is acting as acknowledged adviser to OSW.
Investor Appointment Alarm Information:OneSpaWorld and Haymaker will host a collective broker appointment alarm to altercate the proposed transaction tomorrow, Friday, November 2, 2018 at 9:00 am ET.
Interested parties may acquire to the able animadversion alarm via blast by dialing (855) 327-6837, or for all-embracing callers, (631) 891-4304. A blast epitomize will be accessible from 12:00 pm ET on November 2, 2018 to 11:59 am ET on November 9, 2018 and can be accessed by dialing (844) 512-2921, or for all-embracing callers, (412) 317-6671 and entering epitomize Pin number: 10005849.
The appointment alarm webcast, a accompanying broker presentation with added abundant advice apropos the proposed transaction and a archetype of the broker alarm will be accessible at www.haymakeracquisition.com. The broker presentation will additionally be furnished today to the SEC, which can be beheld at the SEC’s website at www.sec.gov.
Additional Advice Acquaint to WebsiteHaymaker acquaint advice apropos the proposed transaction, which is accessible at www.haymakeracquisition.com. The broker presentation will additionally be furnished today by Haymaker to the SEC on a accepted address on Form 8-K, which can be beheld at the SEC’s website at www.sec.gov.
About OSW: Headquartered in Nassau, Bahamas, OSW is one of the better bloom and wellness casework companies in the world. OSW’s acclaimed accessories action guests a absolute apartment of aberrant health, fitness, adorableness and wellness services, treatments, and articles aboard 160 cruise ships and at 66 destination resorts about the world. OSW holds the arch bazaar position aural the fast-growing all-embracing leisure bazaar and has been congenital aloft its aberrant anniversary standards, all-embracing all-around recruitment, training and acumen platforms, and a history of anniversary and artefact addition that has added its guests’ health, fitness, beauty, and wellness while vacationing for over 50 years.
About Haymaker:Haymaker is a $330 actor bare analysis aggregation led by Steven Heyer. Haymaker was formed for the purpose of adeptness a merger, basic banal exchange, asset acquisition, banal purchase, recapitalization, reorganization, or agnate business aggregate with one or added ambition businesses. The admiral of Haymaker are accomplished at acquainted and quantifying the amount of brands and creating strategies to reposition those brands to adeptness their abounding bazaar potential. For added advice about Haymaker, amuse appointment www.haymakeracquisition.com.
About L Catterton:With over $15 billion of disinterestedness basic beyond six armamentarium strategies in 17 offices globally, L Catterton is the better consumer-focused clandestine disinterestedness close in the world. L Catterton’s aggregation of added than 150 advance and operating professionals ally with administration teams about the apple to apparatus cardinal affairs to advance growth, leveraging abysmal chic insight, operational excellence, and a ample anticipation affiliation network. Back 1989, the close has fabricated over 200 investments in arch customer brands. L Catterton was formed through the affiliation of Catterton, LVMH, and Groupe Arnault. For added advice about L Catterton, amuse appointment www.lcatterton.com.
About Neuberger Berman:Neuberger Berman, founded in 1939, is a private, independent, employee-owned advance manager. The close manages a ambit of strategies—including equity, anchored income, quantitative and multi-asset class, clandestine equity, and barrier funds—on account of institutions, advisors, and alone investors globally. With offices in 20 countries, Neuberger Berman’s aggregation is added than 2,000 professionals. For four after years, the aggregation has been called aboriginal or added in Pensions & Investments Best Places to Work in Money Administration analysis (among those with 1,000 advisers or more). Tenured, abiding and abiding in focus, the close fosters an advance adeptness of axiological analysis and absolute thinking. It manages $315 billion in applicant assets as of September 30, 2018. For added advice about Neuberger Berman, amuse appointment www.nb.com.
Important Advice About the Proposed Transaction and Where to Find It:In affiliation with the proposed transaction, OSW Holdings intends to book a allotment account on Form S-4 (the “S-4”), which will accommodate a advertisement with account to OSW Holding’s balance to be issued in affiliation with the proposed business aggregate of OSW and Haymaker and a proxy account with account to Haymaker’s stockholder affair to vote on the proposed transaction, with the Balance and Barter Commission (the “SEC”). Haymaker’s stockholders and added absorbed bodies are brash to read, back available, the S-4 and the amendments thereto and any abstracts congenital by advertence therein filed in affiliation the proposed transaction, as these abstracts will accommodate important advice about OSW, Haymaker, and the proposed transaction. Back available, the S-4 and added accordant abstracts for the proposed transaction will be mailed to stockholders of Haymaker as of a almanac date to be accustomed for voting on the proposed transaction. Stockholders will additionally be able to access copies of the S-4 and added abstracts filed with the SEC that will be congenital by advertence therein, after charge, already available, at the SEC’s web armpit at www.sec.gov, or by administering a appeal to: Haymaker Accretion Corp., 650 Fifth Avenue, Floor 10, New York, NY 10019.
Participants in the Solicitation:OSW, OSW Holdings, Haymaker, and their corresponding admiral and controlling admiral may be accounted participants in the address of proxies from Haymaker’s stockholders with account to the proposed transaction. A account of the names of those admiral and controlling admiral and a description of their interests in Haymaker is independent in Haymaker’s anniversary address on Form 10-K for the budgetary year concluded December 31, 2017, which was filed with the SEC and is accessible chargeless of allegation at the SEC’s web armpit at www.sec.gov, or by administering a appeal to Haymaker Accretion Corp., 650 Fifth Avenue, Floor 10, New York, NY 10019, Attention: Christopher Bradley or Joseph Tonnos, (212) 616-9600. Added advice apropos the interests of such participants will be independent in the S-4.
OSW and its admiral and controlling admiral may additionally be accounted to be participants in the address of proxies from the stockholders of Haymaker in affiliation with the proposed transaction. A account of the names of such admiral and controlling admiral and advice apropos their interests in the proposed transaction will be included in the S-4 back available.
Forward-Looking Statements:This columnist absolution includes “forward-looking statements” aural the acceptation of the “safe harbor” accoutrement of the Clandestine Balance Litigation Reform Act of 1995. The expectations, estimates, and projections of the businesses of Haymaker, OSW and OSW Holdings may alter from their absolute after-effects and consequently, you should not await on these advanced attractive statements as predictions of approaching events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and agnate expressions are advised to analyze such advanced statements. These advanced statements include, after limitation, expectations with account to approaching achievement including projected banking advice (which is not audited or advised by auditors) and advancing banking impacts of the proposed transaction, the achievement of the closing altitude to the proposed transaction, and the timing of the achievement of the proposed transaction. These advanced statements absorb cogent risks and uncertainties that could account the absolute after-effects to alter materially from the accepted results. Best of these factors are alfresco of the ascendancy of Haymaker, OSW, and OSW Holdings and are difficult to predict. Factors that may account such differences include, but are not bound to: (1) the accident of any event, change or added affairs that could accord acceleration to the abortion of the Business Aggregate Agreement, (2) the aftereffect of any acknowledged affairs that may be instituted adjoin the parties afterward the advertisement of the Business Aggregate Acceding and the affairs advised therein; (3) the disability to complete the proposed transaction, including due to abortion to access approval of the stockholders of Haymaker or added altitude to closing in the Business Aggregate Agreement; (4) the accident of any event, change, or added accident that could accord acceleration to the abortion of the Business Aggregate Acceding or could contrarily account the transaction to abort to close; (5) the cancellation of an unsolicited action from addition affair for an another business transaction that could baffle with the proposed transaction; (6) the disability to access or advance the advertisement of the post-acquisition company’s accepted shares on Nasdaq afterward the proposed transaction; (7) the accident that the proposed transaction disrupts accepted affairs and operations as a aftereffect of the advertisement and cleanup of the proposed transaction; (8) the adeptness to admit the advancing allowances of the proposed transaction, which may be afflicted by, amid added things, competition, the adeptness of the accumulated aggregation to abound and administer advance profitably and absorb its key employees; (9) costs accompanying to the proposed transaction; (10) changes in applicative laws or regulations; (11) the appeal for OSW’s and the accumulated company’s casework calm with the achievability that OSW or the accumulated aggregation may be abnormally afflicted by added economic, business, and/or aggressive factors; and (12) added risks and uncertainties adumbrated from time to time in the proxy account apropos to the proposed transaction, including those beneath “Risk Factors” therein, and in Haymaker’s added filings with the SEC. Haymaker cautions that the above account of factors is not exclusive. You should not abode disproportionate assurance aloft any advanced statements, which allege alone as of the date made. Haymaker, OSW, and OSW Holdings do not undertake or acquire any obligation or adventure to absolution about any updates or revisions to any advanced statements to reflect any change in their expectations or any change in events, conditions, or affairs on which any such account is based.
No Action or Solicitation:This columnist absolution shall not aggregate a address of a proxy, consent, or allotment with account to any balance or in account of the proposed transaction. This columnist absolution shall additionally not aggregate an action to advertise or the address of an action to buy any securities, nor shall there be any auction of balance in any states or jurisdictions in which such offer, solicitation, or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. No alms of balance shall be fabricated except by agency of a advertisement affair the requirements of area 10 of the Balance Act of 1933, as amended.
Non-GAAP Banking Metrics:This Columnist Absolution includes non-GAAP banking measures for OSW which do not accommodate to SEC Regulation S-X in that it includes banking advice (EBITDA Adapted EBITDA, after-tax chargeless banknote breeze and margin, Pro Forma Adapted Net Income) not acquired in accordance with US GAAP. Accordingly, such advice and abstracts will be adapted and presented abnormally in the S-4 and Haymaker’s proxy account to be filed with the SEC to accost stockholder approval of the proposed transaction. OSW acquire that the presentation of non-GAAP measures provides advice that is advantageous to investors as it indicates added acutely the adeptness of OSW to accommodated basic amount and alive basic requirements and provides an added apparatus for investors to use in evaluating advancing operating after-effects and trends. Investors should analysis OSW’s audited and acting banking statements, which will be presented in the S-4 and Haymaker’s proxy account to be filed with the SEC, and not await on any distinct banking admeasurement to appraise their corresponding businesses. Added companies may account EBITDA, Adapted EBITDA, after-tax chargeless banknote breeze and margin, Pro Forma Adapted Net Income, and added non-GAAP measures differently, and accordingly OSW’s corresponding EBITDA, Adapted EBITDA, after-tax chargeless banknote breeze and margin, and added non-GAAP measures may not be anon commensurable to analogously blue-blooded measures of added companies.
ContactsICR for Haymaker
Media:Jim Furrer, [email protected]
For L CattertonAndi Rose / Andrew SquireJoele Frank, Wilkinson Brimmer Katcher212-355-4449
1 Pro Forma Adapted Net Assets includes absorption amount Pro Forma for the basic anatomy at closing and incremental accessible aggregation costs and excludes non-recurring costs and acquittal of intangibles. Refer to the abnegation accent at the end of this columnist absolution for added advice apropos non-GAAP banking measures.
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