CSS Industries, Inc. Confirms Receipt of Nominations Notice

PLYMOUTH MEETING, Pa.–(BUSINESS WIRE)–CSS Industries, Inc. (NYSE:CSS), a leading consumer products company
serving the craft, gift and seasonal markets, today confirmed that it
has received a notice of nominations from Varana Capital Focused, LP, a
hedge fund based in New York City, purporting to notify CSS pursuant to
CSS’s Amended and Restated Bylaws regarding its intention to nominate
ten director candidates to replace CSS’s eight-member Board of Directors
and cause a change of control of CSS at the Company’s 2019 Annual
Meeting of Stockholders. Varana has advised CSS that it is the
beneficial owner of approximately four percent of CSS’s common stock.

CSS values open communications with its stockholders and constructive
input toward the shared goal of enhancing stockholder value. In this
regard, CSS management engaged in numerous discussions with Varana to
better understand its views and perspectives. We are disappointed that
Varana is threatening a costly and distracting proxy contest to replace
our entire Board and cause a complete change of control of the Company.
We believe that Varana’s actions are counterproductive and risk
destabilizing the execution of our ongoing initiatives for enhancing
value for all CSS stockholders.

Our Board is comprised of eight highly qualified and very experienced
directors, seven of whom are independent and all of whom are actively
engaged in overseeing management as it executes on its plan to position
CSS to drive stockholder value creation. CSS’s directors bring a broad
and diverse set of skills and experiences, including substantial
leadership and management experience, deep knowledge of business
operations and strategy, and highly advanced knowledge, experience and
skills in accounting and finance, capital allocation, consumer products,
corporate development, financial reporting, global organizations,
governance, mergers and acquisitions, organizational development, risk
assessment and management, and strategic planning.

Reflective of our continuing commitment to ensure our Board has the
right perspectives, insights, experiences and competencies, over the
last two years we have added to our Board two new independent directors
who have provided our Board with valuable fresh perspectives and
insights. In March 2018, we added to our Board Stephen P. Crane, a
former partner of Ernst & Young LLP with more than 40 years of
experience advising both private and publicly-held companies across a
broad array of industries. Earlier this year, we added to our Board
Melissa Ludwig, a former senior executive at Macy’s Inc. with more than
30 years of retail store operations and merchandising experience.

CSS stockholders are not required to take any action at this time. The
CSS Board will present its formal recommendations regarding director
nominations in CSS’s definitive proxy statement to be filed with the
Securities and Exchange Commission in connection with the Company’s 2019
Annual Meeting of Stockholders.

Morgan, Lewis & Bockius LLP is serving as legal advisor to CSS.

Dissemination of Company Information

CSS Industries, Inc. intends to make future announcements regarding
company developments and financial performance through its website at www.cssindustries.com.

About CSS Industries, Inc.

CSS is a creative consumer products company, focused on the craft, gift
and seasonal categories. For these design-driven categories, we engage
in the creative development, manufacture, procurement, distribution and
sale of our products with an omni-channel approach focused primarily on
mass market retailers. Our core products within the craft category
include sewing patterns, ribbons, trims, buttons, and kids crafts. For
the gift category, our core products are designed to celebrate certain
life events or special occasions, with a focus on packaging items, such
as ribbons, bows, bags and wrap, as well as stationery, baby gift items,
and party and entertaining products. For the seasonal category, we focus
on holiday gift packaging items, including ribbons, bows, bags, tags and
gift card holders, in addition to specific holiday-themed decorations
and activities, including Easter egg dyes and Valentine’s Day classroom
exchange cards. In keeping with our corporate mission, all of our
products are designed to help make life memorable.

Important Additional Information And Where To
Find It

CSS Industries, Inc., its directors and certain of its executive
officers are deemed to be participants in the solicitation of proxies
from CSS’s stockholders in connection with the matters to be considered
at CSS’s 2019 Annual Meeting of Stockholders. Information regarding the
names of CSS’s directors and executive officers and their respective
direct or indirect interests in CSS by security holdings or otherwise
can be found in CSS’s proxy statement for its 2018 Annual Meeting of
Stockholders, filed with the Securities and Exchange Commission (“SEC”)
on June 22, 2018. To the extent holdings of CSS’s securities have
changed since the amounts set forth in CSS’s proxy statement for its
2018 Annual Meeting of Stockholders, such changes have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. These documents are
available free of charge at the SEC’s website at www.sec.gov.
Additional information regarding CSS’s director, officer and other
participants in the solicitation of proxies from CSS’s stockholders in
connection with the matters to be considered at CSS’s 2019 Annual
Meeting of Stockholders, and their respective direct or indirect
interests in CSS, through security holdings or otherwise, will be set
forth in CSS’s proxy statement for its 2019 Annual Meeting of
Stockholders, including the schedules and appendices thereto.

CSS Industries, Inc. intends to file a proxy statement and accompanying WHITE
proxy card with the SEC in connection with the solicitation of proxies
from CSS’s stockholders in connection with the matters to be considered
at CSS’s 2019 Annual Meeting of Stockholders. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT
AND THE ACCOMPANYING WHITE PROXY CARD AND
OTHER DOCUMENTS FILED BY CSS WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION
. Stockholders will be able to obtain the Proxy
Statement, any amendments or supplements to the Proxy Statement, the
accompanying WHITE proxy card, and
other documents filed by CSS with the SEC free of charge at the SEC’s
website at www.sec.gov.
Copies will also be available free of charge at the Investor Resources
section of CSS’s corporate website at www.cssindustries.com,
by writing to CSS’s Corporate Secretary at CSS Industries, Inc., 450
Plymouth Road, Suite 300, Plymouth Meeting, PA 19462, or by contacting
CSS’s investor relations department at (610) 729-3959.

Contacts

KEITH W. PFEIL – CHIEF FINANCIAL OFFICER
610-729-3947
Keith.Pfeil@cssindustries.com

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