CLEVELAND,Dec. 20,2024 -- Elliott Investment ManagementL.P. ("Elliott"),Clayton,Dubilier & Rice ("CD&R"),and American Greetings Corporation ("AG") announced today an agreement under which Elliottwill purchase a majority ownership stake in American Greetings,a global leader in the large and enduring Celebrations marketplace. Terms of the transaction were not disclosed.

Recognizing the tremendous opportunity ahead,CD&R and the Weiss family,descendants of Jacob Sapirstein,who founded the company in 1906,will maintain a significant minority ownership interest in American Greetings.

American Greetings is a creator,manufacturer,and distributor of physical and digital Celebration products worldwide with iconic brands,including American Greetings,Papyrus,and Carlton Cards. Its digital business is a leading provider of digital greetings and premium Celebrations content through proprietary technology platforms and apps,with popular digital brands,Blue Mountain,Jacquie Lawson,SmashUps™,and Creatacard™. American Greetings partners with a wide range of leading global customers,including grocery,mass,drug,dollar,and specialty retailers,to serve and delight consumers with innovative Celebration products,including greeting cards,gift packaging,party goods,and balloons. American Greetings,with its unique consumer-centric and holistic category approach supported by best-in-class consumer analytics,delivers frictionless Celebration shopping experiences for consumers wherever and however people wish to shop – online,in-store,or curbside pickup.

"We are pleased to be partnering with the American Greetings management team,CD&R,and the Weiss family. As a leader in the Celebrations market in the United States,Canada,the UK,Australia,and New Zealand,American Greetings is ideally placed to drive the category,helping people to connect and celebrate life's moments. Elliott has significant experience investing in the consumer sector,including our stewardship of Barnes & Noble and Waterstones,and we are pleased to bring this experience to bear in supporting American Greetings through its next chapter of growth," said Paul Best,Senior Managing Director and Head of European Private Equity at Elliott.

"We look forward to partnering with Elliott as we continue to expand our Celebrations portfolio across more product categories,customers,and geographies. This is an exciting opportunity to better serve our associates,consumers,and retail partners," said John Compton,CD&R Partner and current Chairman of American Greetings. Paul Bestfrom Elliottwill assume the role of Chairman of American Greetings post-closing.

Upon the close of the transaction,Joe Arcuri,the current President,Chief Executive Officer and Board member of American Greetings,will continue in his role. "Over the past few years,our consumer-led,industry-leading Celebrations approach and innovative products are thriving and resonating with consumers. This transaction is a testament to our associates' ongoing dedication to serve and delight our consumers and customers," said American Greetings CEO Joe Arcuri. "Our next phase of growth is underway,and we are confident that Elliott's deep expertise,outstanding track record of success,and resources make them the ideal strategic partner to accelerate our growth within the Celebrations global marketplace."

Transaction Approvals

The transaction is subject to customary closing conditions,including the receipt of regulatory approval,and is expected to close in the first quarter of 2025.

Advisors

Elliott has obtained committed financing from Barclays,UBS Investment Bank and BofA Securities. Davis,Polk & Wardwell served as legal advisor,and UBS Investment Bank served as financial advisor to Elliott in the transaction.Debevoise & Plimpton LLP served as legal advisor,and Centerview Partners and BofA Securities served as financial advisors to American Greetings.

About American Greetings

American Greetings is a global leader in the large and enduring Celebrations marketplace. The company helps people celebrate holidays,each other,and all of life's special moments,in-person and online,guided by a mission to "make the world a more thoughtful and caring place every single day." American Greetings offers products wherever and however people wish to purchase them – online,or curbside pickup. Celebrations happen throughout the year,driven by traditional holidays,key milestone moments such as weddings,baby showers and graduations,as well as recurring everyday events such as birthdays and anniversaries. The company's brands include American Greetings,Carlton Cards,and Recycled Paper Greetings. Its digital business unit,AG Interactive,is a leading provider of digital greetings and premium Celebrations content through proprietary technology platforms and apps. Its popular digital brands include American Greetings,and Creatacard™. For more information,visit corporate.americangreetings.com and follow us @AmericanGreetings on Facebook and @amgreetings on Instagram.

About Elliott

Elliott Investment Management L.P. (together with its affiliates,"Elliott") manages approximately $69.7 billion of assets as of June 30,2024. Founded in 1977,it is one of the oldest funds under continuous management. The Elliott Funds' investors include pension plans,sovereign wealth funds,endowments,foundations,funds-of-funds,high net worth individuals and families,and employees of the firm.

About Clayton,Dubilier & Rice

Founded in 1978,Dubilier & Rice (CD&R) is a leading private investment firm with a strategy of generating strong investment returns by building more robust and sustainable businesses through the combination of skilled investment experience and deep operating capabilities. In partnership with the management teams of its portfolio companies,CD&R takes a long-term view of value creation and emphasizes positive stewardship and impact. The firm invests in businesses that span a broad range of industries,including industrial,healthcare,consumer,technology and financial services end markets. CD&R is privately owned by its partners and has offices in New York and London. For more information,please visitwww.cdr.comand follow the firm's activities throughLinkedInand@CDRBuildson X/Twitter.