CSS Industries, Inc. Reaches Cooperation Agreement With Varana Capital

CSS Industries, Inc. (NYSE: CSS), a leading consumer products company serving the craft, gift and seasonal markets, today announced that it has entered into a cooperation agreement (the “Cooperation Agreement”) with Varana Capital, LLC and its affiliates, which collectively own approximately 4% of the outstanding shares of CSS common stock.

Under the terms of the Cooperation Agreement and effective immediately, the CSS Board of Directors has been expanded to ten members, and has appointed to its membership two new independent directors recommended by Varana Capital, Philip R. Broenniman and David Silver. The CSS Board will support their re-election at CSS’s 2019 Annual Meeting of Stockholders as part of a nine-person slate of nominees recommended by the CSS Board. CSS will hold its 2019 Annual Meeting of Stockholders no later than August 30, 2019.

Rebecca C. Matthias, CSS’s Chair of the Board, stated, “We are pleased to have reached this Cooperation Agreement with Varana Capital and appreciate the constructive dialogue we have had with them. I am also pleased to welcome Phil and David to the CSS Board and am confident they will complement the strengths of the current members of our Board as we continue to oversee the transformation of CSS into a leaner, more focused organization.”

Philip R. Broenniman, Managing Partner of Varana Capital, stated, “We appreciate the constructive engagement and open dialogue we have had with CSS’s Board and senior management team. With this Cooperation Agreement, we look forward to continuing to work collaboratively with the CSS Board and senior management as we pursue our common goal of enhancing value for all stockholders.”

Under the terms of the Cooperation Agreement, Varana Capital and its affiliates have agreed to vote their shares in support of, among other things, the election of CSS’s slate of recommended directors, which includes the two new independent directors appointed to the Board pursuant to the Cooperation Agreement, at CSS’s 2019 Annual Meeting of Stockholders. Varana Capital will also abide by certain customary standstill provisions until the date that is the earlier of 30 days prior to the expiration of the advance notice period for stockholders to submit nominations of director candidates to be considered at the CSS 2020 Annual Meeting of Stockholders and 100 days prior to the first anniversary of the CSS 2019 Annual Meeting of Stockholders.