ISS Recommends OneSpaWorld Shareholders Vote FOR Proposed Equity Financing
OneSpaWorld Urges All Shareholders to Vote FOR Vital $75 Million Equity Financing at June 10 Annual
Meeting
Company Reiterates Going Concern Risk If Equity Financing Is Not Approved
Nassau, Bahamas June 1, 2020 OneSpaWorld Holdings Limited (NASDAQ: OSW), the pre-eminent global provider of health and wellness
products and services on board cruise ships and in destination resorts around the world, today commented on a report by Institutional Shareholder Services Inc. (ISS), the leading independent proxy advisory firm, recommending that OSW
shareholders vote FOR the previously announced $75 million equity financing at the Companys Annual Meeting of Shareholders on June 10.
We are pleased ISS recognizes that OSWs equity financing is in the best interests of shareholders and is necessary to the Companys ability
to continue as a going concern, said Leonard Fluxman, Executive Chairman. This financing is required for OSW to fund its operations while its business is impaired due to the COVID-19 pandemic and to remain in compliance with our debt
covenant as of June 30, 2020. We urge OSW shareholders to follow this independent recommendation and vote today in favor of Proposals 3 and 4, which also will enable us to quickly restart operations when our cruise line partners resume sailing,
facilitate innovation in our service and product offerings and wellness experiences, and position us for long-term operation and growth.
ISS notes
in its report regarding the equity financing that: there is a risk that other financing alternatives may not be readily available at this point, given limited time for due diligence or registering shares for a public issuance, existing
lenders purported inflexibility, and the ongoing risk of OSWs business environment. In consideration of the potential for continued losses in an uncertain environment, and in the absence of a prompt and superior alternative, cautionary
support for this item is warranted at this time.1
On April 30, 2020, OSW entered into a
definitive agreement with Steiner Leisure Limited and its affiliates and other investors under which they will invest $75 million in common equity and warrants. The equity financing, which was unanimously approved by a Special Committee of the OSW
Board of Directors, is subject to shareholder approval of the private placement proposals (Proposals 3 and 4).
The Special Committees reasons for
recommending that shareholders approve the equity financing and the proposals to be voted on at the Annual Meeting are set forth in OSWs definitive proxy statement filed with the SEC on May 22, 2020. OSW has also sent a letter to
shareholders and issued an investor presentation explaining why shareholders should approve the equity financing, both of which were filed with the SEC and are available in the Investor Relations section of OneSpaWorlds website at
https://onespaworld.com/investor-relations/.
THE OSW BOARD OF DIRECTORS URGES ALL SHAREHOLDERS TO VOTE FOR
THE PRIVATE PLACEMENT PROPOSALS TO PROTECT THEIR INVESTMENT
OSW shareholders are strongly urged to vote FOR the private placement proposals (Proposals 3 and 4) today by following the instructions on their
proxy card. OSW shareholders may vote by mail or online.
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Permission to use quotation neither sought nor obtained from ISS.
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