The Michaels Companies, Inc. entered into an Agreement and Plan of Merger (the Merger Agreement) on March 2, 2021, with Magic AcquireCo, Inc. (Parent") and Parent’s wholly-owned subsidiary, Magic MergeCo, Inc. (“Merger Sub”). On April 15, 2021, as a result of its acceptance of the Shares tendered in the Offer, Merger Sub acquired a sufficient number of Shares to complete the merger of Merger Sub with and into the Company (the “Merger”), without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, following the consummation of the Offer, Parent and Merger Sub effected the Merger pursuant to Section 251(h) of the DGCL. At the effective time of the Merger, the Company became a wholly-owned subsidiary of Parent. As a result, a change of control of the Company occurred. At the effective time of the Merger, in accordance with the Merger Agreement, each of James A. Quella, Josh Bekenstein, Mark Cosby, Ryan Cotton, Monte E. Ford, Karen Kaplan, Matthew S. Levin, John J. Mahoney and Beryl B. Raff resigned from the board of directors of the Company. These resignations were in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company's operations, policies, or practices. In connection with the consummation of the Merger, at the effective time of the Merger on April 15, 2021, Andrew Jhawar and Edward Peng became directors of the Company and Ashley Buchanan, the chief executive officer of the Company and director of the Company as of prior to the Merger, continued as a director of the Company.