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MONTCLAIR, N.J. - 180 Degree Capital Corp. (NASDAQ:TURN), a registered closed-end fund with a market capitalization of $39.6 million, has announced progress on its proposed all-stock merger with Mount Logan Capital Inc. The companies are currently navigating the regulatory review process with the U.S. Securities and Exchange Commission (SEC).
On May 6, 2025, 180 Degree Capital filed an amended preliminary proxy statement containing a full set of audited financial statements for Mount Logan, which is a Canadian issuer. The financial statements were converted to comply with U.S. GAAP to meet SEC requirements. Concurrently, the legal acquiror in the merger, Yukon Parent (New Mount Logan), filed an amended registration statement on Form S-4 to register the issuance of shares to both 180 Degree and Mount Logan shareholders.
The documents are undergoing the standard SEC review process, which is typical for public company mergers. The company intends to set record and meeting dates for a special shareholder meeting to vote on the merger, targeting the third quarter of 2025 to commence the proxy solicitation process.
180 Degree Capital’s stock price has reportedly increased by 5.6% since the day before the announcement of the merger, outperforming the Russell Microcap Index, which saw a total return of -4.9% during the same period. Currently trading at $3.96, the stock has delivered a 7.9% return year-to-date, with a relatively low beta of 0.65 indicating lower volatility compared to the broader market. According to InvestingPro analysis, while the company has shown impressive revenue growth of 254% in the last twelve months, it currently faces profitability challenges. The company believes that the transition to an operating company will provide a foundation for its stock price and has the potential for significant value creation, outweighing merger-related expenses.
The merger has garnered support from approximately 14% of non-insider shareholders who have signed voting agreements or provided non-binding written indications of support. The form of the voting agreement is included in the proxy statement and Form S-4 filed with the SEC.
180 Degree Capital specializes in investing in undervalued small, publicly traded companies and aims to effect a turnaround through constructive activism. InvestingPro data reveals the company maintains a Fair financial health score, with particularly strong cash flow metrics. For deeper insights into TURN’s investment potential and comprehensive analysis, investors can access the detailed Pro Research Report, available exclusively to InvestingPro subscribers. Details about the company and its holdings are available on its website.
This update is based on a press release statement and contains forward-looking statements regarding the anticipated benefits of the merger. These statements are not guarantees of future performance and are subject to risks and uncertainties. Shareholders are advised to read the proxy statement and other relevant documents carefully when they become available, as they will contain important information about the merger.
In other recent news, 180 Degree Capital Corp. announced a proposed all-stock merger with Mount Logan Capital Inc., with plans to create a new entity named Mount Logan Capital Inc. The merger terms specify that 180 Degree Capital shareholders will receive shares in the new company based on 180 Degree Capital’s net asset value at closing. The valuation of Mount Logan is approximately $67.4 million at the time of signing, with potential adjustments before finalization. The merger is still subject to shareholder approval and regulatory clearances. Kevin M. Rendino, CEO of 180 Degree Capital, expressed confidence in the merger’s potential to generate value for shareholders. The company has highlighted the positive performance of its investment portfolio, which has outperformed the Russell Microcap Index. A blackout period for management trading of 180 Degree Capital shares is in effect, with a trading window expected to open following the filing of updated financial statements. Shareholders are encouraged to review the forthcoming definitive proxy materials for detailed transaction information.
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