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NEW YORK/MONTCLAIR - Mount Logan Capital Inc. and 180 Degree Capital Corp. (NASDAQ:TURN), currently trading at $0.85 and showing strong momentum with a 33.33% year-to-date return according to InvestingPro, announced Monday they have amended the terms of their proposed business combination to provide enhanced value for 180 Degree Capital shareholders.
Under the revised agreement, 180 Degree Capital shareholders will receive shares of the merged company (New Mount Logan) valued at 110% of 180 Degree Capital’s net asset value (NAV) at closing, up from the previously agreed 100%. The stock has been trading within a 52-week range of $0.63 to $0.95, with detailed merger analysis and valuation metrics available through InvestingPro’s comprehensive research reports.
Additionally, New Mount Logan and its management team have committed to provide $25 million for shareholder liquidity programs at or above the closing merger value. This includes $15 million to be launched within 60 days of closing and the remaining $10 million staged over 24 months.
Management, board members, and affiliated parties have agreed not to participate in these liquidity programs, which represent approximately 50% of 180 Degree Capital’s closing NAV.
The companies reported that nearly 63% of 180 Degree Capital’s outstanding shares have already voted in favor of the proposed combination, representing approximately 95% of votes cast to date. The transaction requires approval from 66.67% of 180 Degree Capital shareholders.
"We appreciate the constructive dialogue with shareholders, which has strengthened our conviction in the deal’s strategic and financial merits," said Ted Goldthorpe, Chief Executive Officer of Mount Logan, in the press release.
Kevin M. Rendino, Chief Executive Officer of 180 Degree Capital, stated, "We believe this transaction allows our net asset value to be the floor for our stock price rather than the ceiling."
The special meetings of shareholders for both companies to approve the proposed business combination are scheduled for August 22, 2025.
The transaction would create a U.S.-exchange-listed alternative asset management and insurance solutions platform. Management expects New Mount Logan will pay quarterly cash dividends, subject to board approval.
In other recent news, 180 Degree Capital Corp. has announced that over 57% of its outstanding shares have been voted in favor of a proposed business combination with Mount Logan Capital Inc. This development comes ahead of a special shareholder meeting scheduled for August 22. Meanwhile, Marlton Partners L.P., a significant shareholder with approximately 5.2% ownership, has nominated four director candidates for election to 180 Degree Capital’s board at another special meeting set for September 15, 2025. Marlton Partners has also urged the board of 180 Degree Capital to expedite a shareholder vote on the pending sale to Mount Logan Capital. The firm criticized the board for delaying the vote on the proposed sale, which was announced on January 17, 2025. Marlton has highlighted significant costs to shareholders, with deal-related expenses expected to be $6–7 million. These costs represent 15.8% of 180 Degree Capital’s Q1 net asset value, which has declined by 4.7% through the first quarter of 2025.
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