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NEW YORK/MONTCLAIR, N.J. - 180 Degree Capital Corp. (NASDAQ:TURN), with a market capitalization of $44.18 million and trading near its 52-week high of $4.47, and Mount Logan Capital Inc. announced Monday they have amended the terms of their proposed business combination, increasing the value for 180 Degree Capital shareholders from 100% to 110% of net asset value (NAV) at closing. According to InvestingPro data, TURN has delivered an impressive year-to-date return of 20.38%.
The companies also committed to provide $25 million for shareholder liquidity, with $15 million to be launched within 60 days of closing and the remaining $10 million staged over 24 months. The liquidity programs will be priced at or above the closing merger value, which represents at least a 17% premium to TURN’s August 15 closing price of approximately $4.42. For deeper insights into TURN’s valuation metrics and future potential, InvestingPro subscribers can access comprehensive analysis and financial health scores in the Pro Research Report, part of the platform’s coverage of over 1,400 US equities.
Management teams from both companies, along with the New Mount Logan board and affiliated entities, have committed not to participate in these liquidity programs, focusing the capital return on non-insider shareholders.
"With our asset-light, fee-based revenue model, we have a strong foundation for scalable growth," said Ted Goldthorpe, Chief Executive Officer of Mount Logan. This growth potential is reflected in TURN’s impressive revenue growth of 254.25% over the last twelve months, though InvestingPro data indicates the company is not yet profitable.
Kevin M. Rendino, Chief Executive Officer of 180 Degree Capital, noted that nearly 63% of shareholders have already voted in favor of the merger prior to these enhanced terms, representing approximately 95% of votes cast.
The special meetings of shareholders for both companies to approve the business combination are scheduled for August 22, 2025. The companies expect New Mount Logan will pay quarterly cash dividends, subject to board approval, continuing Mount Logan’s 24-quarter dividend payment history.
The announcement indicated the merger would create a U.S.-exchange-listed alternative asset management and insurance solutions platform. The information in this article is based on a press release statement from the companies.
In other recent news, 180 Degree Capital Corp. announced significant shareholder support for its proposed business combination with Mount Logan Capital Inc. Over 57% of 180 Degree’s outstanding shares have been voted in favor of the merger, with more than 90% of the approximately 63% of outstanding shares that have voted supporting the combination. The companies are actively navigating the regulatory review process with the U.S. Securities and Exchange Commission, and have filed the necessary documents to comply with U.S. GAAP requirements. In related developments, Marlton Partners L.P. has filed a preliminary proxy statement to nominate four directors to 180 Degree’s board at the upcoming Special Meeting of Shareholders. Meanwhile, Synchronoss Technologies, which is noted by 180 Degree Capital, received a $30.2 million tax refund and plans to use 75% of it to reduce its debt. This move will decrease Synchronoss’s total debt to $173.4 million and result in annual interest savings of about $2.9 million. These developments reflect ongoing strategic activities and financial management efforts by the involved companies.
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