Purple Innovation Rejects Unsolicited Proposal from Coliseum Capital Management

Rhea-AI Summary

Purple Innovation, Inc. (NASDAQ: PRPL) has rejected a $4.35 per share unsolicited acquisition proposal from Coliseum Capital Management, which holds approximately 44% of Purple's outstanding shares. The Special Committee, comprising independent directors, determined that the proposal did not reflect the company's value or future prospects. They believe its rejection is in the best interests of Purple and its shareholders, asserting confidence in creating more shareholder value under the new leadership team. Financial and legal advisors supported the review process.

Positive

• Special Committee believes the proposal undervalues Purple and does not reflect its strong business fundamentals.
• Confidence expressed in ability to create greater value for shareholders through the long-range strategic plan under new leadership.

Negative

• The unsolicited proposal indicates potential pressure from major shareholders, which could affect management's strategic decisions.

Special Committee of the Board Comprised of Independent Directors Unaffiliated with Coliseum Thoroughly Evaluated Coliseum's Proposal and Determined it is not in the Best Interests of the Company and its Shareholders

LEHI, Utah, Jan. 12, 2023 /PRNewswire/ -- Purple Innovation, Inc. (NASDAQ: PRPL) ("Purple" or the "Company"), a comfort innovation company known for creating the "World's First No Pressure® Mattress," today announced that the Special Committee of the Purple Board of Directors (the "Special Committee") has rejected a $4.35 per share unsolicited, non-binding proposal (the "Proposal") from Coliseum Capital Management, LLC ("Coliseum") to acquire all of the outstanding stock of the Company it does not already own. Coliseum, which beneficially owns approximately 44% of Purple's outstanding shares, sent the Proposal to the Company on September 17, 2022.

The Special Committee, which is comprised of disinterested and independent directors, rejected the Proposal in November after conducting a comprehensive review of the Company's long-range strategic plan and other opportunities in consultation with independent financial and legal advisors. In subsequent discussions with Coliseum, Coliseum was unwilling to offer more than $4.35 per share. At this time, the Special Committee continues to believe the Proposal is not in the best interests of the Company and its shareholders.

"The Coliseum proposal undervalues Purple and fails to recognize the strength of our business today as well as our compelling future prospects," said Purple Chairman Paul Zepf. "We remain confident in our ability to create significantly more value for all shareholders as we execute our long-range strategic plan under the Company's new leadership team."

BMO Capital Markets Corp. is acting as financial advisor and Sidley Austin LLP and Morris, Nichols, Arsht & Tunnell LLP are acting as legal advisors to the Special Committee.

About Purple

Purple is a digitally-native vertical brand with a mission to help people feel and live better through innovative comfort solutions. We design and manufacture a variety of innovative, premium, branded comfort products, including mattresses, pillows, cushions, frames, sheets and more. Our products are the result of over 30 years of innovation and investment in proprietary and patented comfort technologies and the development of our own manufacturing processes. Our proprietary gel technology, Hyper-Elastic Polymer®, underpins many of our comfort products and provides a range of benefits that differentiate our offerings from other competitors' products. We market and sell our products through our direct-to-consumer online channels, traditional retail partners, third-party online retailers and our owned retail showrooms. For more information on Purple, visit purple.com.

Forward Looking Statements

Certain statements made in this release that are not historical facts are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Statements based on historical data are not intended and should not be understood to indicate the Company's expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Factors that could influence the realization of forward-looking statements include the risk factors outlined in the "Risk Factors" section of our Annual Report on Form 10-K filed with the SEC on March 1, 2022, as amended by our Annual Report on Form 10-K/A Amendment No. 1 filed with the SEC on March 16, 2022 and in our other filings with the SEC. Many of these risks and uncertainties have been, and will be, exacerbated by the COVID–19 pandemic and any worsening of the global business and economic environment as a result. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:
Brendon Frey, ICR
brendon.frey@icrinc.com
203-682-8200

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SOURCE Purple Innovation, Inc.

FAQ

Why did Purple Innovation reject Coliseum's proposal?

Purple Innovation rejected Coliseum's $4.35 per share proposal as it was deemed to undervalue the company.

What was the date of the proposal from Coliseum?

The proposal from Coliseum Capital Management was sent on September 17, 2022.

Who evaluated Coliseum's proposal?

The Special Committee of the Board, comprising independent directors, evaluated Coliseum's proposal.

What percentage of shares does Coliseum own in Purple Innovation?

Coliseum owns approximately 44% of Purple Innovation's outstanding shares.

What are the future prospects for Purple Innovation?

Purple Innovation's leadership believes in significantly increasing shareholder value through its strategic plan.