No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Bright Lights or MANSCAPED, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Participants in the Solicitation
Bright Lights and MANSCAPED and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Bright Lights’ shareholders in connection with the business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the business combination of Bright Lights’ directors and officers in Bright Lights’ filings with the SEC, including Bright Lights’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 14, 2022. To the extent that holdings of Bright Lights’ securities have changed from the amounts reported in Bright Lights’ Annual Report on Form 10-K, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Bright Lights’ shareholders in connection with the business combination as set forth in the proxy statement/prospectus filed as part of the Registration Statement on Form S-4 for the business combination, which has been filed by Bright Lights Parent Corp. with the SEC.
This press release is not a substitute for any registration statement or for any other document that Bright Lights or MANSCAPED may file with the SEC in connection with the business combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by Bright Lights through the website maintained by the SEC at www.sec.gov. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Caution concerning forwarding-looking statements
Certain statements included in this press release contain management’s intentions, plans, assumptions and expectations for the future and are not historical facts, all of which are forward-looking statements within the meaning of Section 27A of the Securities Act of 1993 and Section 21E of the Securities Exchange Act of 1934 as well as for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “might,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of MANSCAPED’s management and are not predictions of actual performance. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated, including the failure to recognize the anticipated benefits of the business combination which may be affect by, among other things, competition and our ability to grow and manage growth profitability and retain our key employees, negative publicity impacting our brand and reputation, which may adversely impact our operating results; our limited operating history, which may make it difficult to successfully execute our strategic initiatives and accurately evaluate future risks and challenges; failed marketing campaigns, which may cause us to incur costs without attracting new customers or realizing higher revenue; failure to attract new customers or retain existing customers; risks related to the use of social media platforms, including dependence of third-party platforms; decrease in success of the direct to consumer revenue channel; loss of one or more of our key suppliers or manufacturers; shifts in customer spending; lack of interest in new products or changes in brand perception upon evolving consumer preferences and tastes; loss of confidential data from customers and employees, which may subject us to litigation, liability or reputational damage; failure to successfully integrate into new international markets; risks of product liability suits or product recalls; risks related to COVID-19 pandemic, including supply chain disruptions or increased shipping costs. There may be additional risks that neither Bright Lights nor MANSCAPED presently know or that Bright Lights and MANSCAPED currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Bright Lights’ and MANSCAPED’s expectations, plans or forecasts of future events and views as of the date of this press release. Bright Lights and MANSCAPED anticipate that subsequent events and developments will cause Bright Lights’ and MANSCAPED’s assessments to change. However, while Bright Lights and MANSCAPED may elect to update these forward-looking statements at some point in the future, Bright Lights and MANSCAPED specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Bright Lights’ and MANSCAPED’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. For additional information about the factors that could cause actual results to differ materially from forward-looking statements, please see the documents filed or to be filed with the Securities and Exchange Commission, including the proxy statement/prospectus filed as part of the Registration Statement on Form S-4 for the business combination, which has been filed by Bright Lights Parent Corp. with the SEC.
