January 31, 2013
EveryWare Global, Inc. and ROI Acquisition Corp. Announce Execution of Merger Agreement
EVERYWARE GLOBAL, INC. AND ROI ACQUISITION CORP. ANNOUNCE EXECUTION
OF MERGER AGREEMENT. BUSINESS COMBINATION VALUES EVERYWARE AT
ENTERPRISE VALUE OF APPROXIMATELY $420 MILLION
Transaction Provides EveryWare with Access to Public Markets to Support Growth Initiatives
Monomoy Capital Partners Retains a Majority Interest in Post-Merger Company
New York, NY – January 31, 2013 – EveryWare Global, Inc. (“EveryWare”), a leader in the consumertabletop and foodservice markets, and ROI Acquisition Corp. (“ROI”) (NASDAQ: ROIQ; ROIQW;ROIQU), a special purpose acquisition company, today announced the execution of a merger agreement for their business combination transaction. The transaction, when consummated, will provide the postmerger company (the “Company”) with access to the public markets to support the Company’s next stage of strategic growth initiatives, including international expansion, product line extensions and strategic acquisitions.
- Leading market position – #1 or #2 market share position in key product categories served by the Company
- Significant domestic and international market opportunities to achieve outstanding growth
- Proven record of growth achieved through internal development and accretive acquisitions
- Attractive operating and financial profile characterized by high returns on invested capital and substantial gross margins
- Significant capacity within existing infrastructure for achieving additional growth
- World class management team with significant relevant experience and proven ability to execute growth in both domestic and international markets
- Business Combination values EveryWare at an enterprise value of approximately $420 million
EveryWare, owned primarily by funds managed by Monomoy Capital Management, LLC (“Monomoy”), is one of the world’s largest designers, manufacturers and marketers of tabletop and food preparation products for the consumer and foodservice markets. ROI, a special purpose acquisition company sponsored by affiliates of Clinton Group, Inc., holds approximately $75 million of cash in its trust account.
Following the merger, ROI will be renamed EveryWare Global, Inc. and will apply to continue the listing of its common stock on the Nasdaq Stock Market following the merger under the ticker symbol “EVRY”. Post-transaction, the EveryWare management team is expected to remain with the Company under the continued leadership of Chief Executive Officer and President, John Sheppard. Sheppard stated, “The merger will provide EveryWare with access to the public markets to achieve our strategic goals and better position the Company to increase market share and drive international growth.”
Daniel Collin, EveryWare’s current Chairman of the Board and a partner of Monomoy will serve as Chairman of the Company, post-transaction. Mr. Collin commented, “We are proud to continue our commitment to the EveryWare platform through this transaction with our new partner, ROI. Together with management, we intend to aggressively pursue a path to further growth as we broaden our product portfolio and global reach.”
Thomas J. Baldwin, Chairman and Chief Executive Officer of ROI, who will become Vice Chairman of the Company post-transaction, said, “We are excited to deliver this attractive transaction to our stockholders and look forward to partnering with a world-class company, an outstanding management team and a leading private equity firm, Monomoy, to continue EveryWare’s impressive history of profitable growth.”
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