StoneMor Inc. (STON) was recently in discussions with Axar Capital Management, LP on stock acquisition proposal. But after a month long exercise, the company last week announced withdrawal of proposal by Axar.
StoneMor owns and operates cemeteries and funeral homes and it was discussing proposal with Axar to acquire all of the outstanding shares of common stock of the Company not owned by Axar or its affiliates. But Axar withdrew its proposal after determining that it would not come to an agreement with StoneMor’s Special Committee on suitable terms.
StoneMor remained in discussions with Axar for more than six weeks to weigh up its latest proposal, Chairman of the Special Committee of the Board of Directors, Stephen J. Negrotti said. During that whole process we keep on seeking advice from financial and legal advisors of the company. But after all those attempts, we both companies remained failed in coming to an agreement on the company’s value.
In a separate announcement not linked to company’s discussion with Axar, company unveiled approval of submitting two proposals to its stockholders by its Board. The Board collectively voted in favor submitting those proposals to amend its certificate of incorporation at its Annual General Meeting 2020.
The first proposal is to go through a reverse split of company’s common stock to avoid delisting on the New York Stock Exchange (the “NYSE”). The split would be at the ratio of 1-for-10 and would be at advice of the company’s Board. The Board would exercised the same if felt necessary to avoid delisting or otherwise in the best interest of the company and its stockholders.
The second proposal would dissolve the company’s Board and would adopt the strategy of electing the directors on annual basis. If the proposal gets approved by the stockholders, then all directors will resign with effect from approval of that amendment. They will immediately be reappointed and will serve till AGM 2021. In and after that meeting, all directors will go through election process every year.